Pierce Butler

“ In the absence of statutory provision definitely and clearly disclosing that intention, a charter provision or by-law adopted by incorporators or shareholders delegating power to directors may not reasonably be held to take from the stockholders any of the power conferred upon them by the statute. Plaintiff's contention would leave the stockholders full power to alter and repeal by-laws made by directors but would deny them power to originate or adopt any by-law or to amend or repeal those made by themselves. ”

“ The American Tobacco Company is a corporation organized under the laws of New Jersey. The petitioner, plaintiff below, acquired in 1916 and has since been the owner of 200 shares of its common stock. He also has 400 shares of common stock B. In accordance with by-law XII, [1] adopted by the stockholders at their annual meeting, March 13, 1912, the company for many years has annually paid its president and vice presidents large amounts in addition to their fixed salaries and other sums allowed them as compensation for services. ”

“ Moreover, if the court intended to direct dismissal, it is to be presumed that it would have done so unequivocally and directly by means of language, form of decree, and mandate generally employed for that purpose. But, assuming it included the opinion, the mandate would not prevent the District Court in the exercise of a sound discretion from allowing plaintiff, were adequate showing ade, to file additional pleadings, vary or expand the issues, and take other proceedings to enforce the accounting sought by his bills of complaint. ”