Samuel Freeman Miller

“ During all this period the shares of the corporation seem to have been of no value, so that the defendants may have bought them in the market for a very inconsiderable sum and may now be prosecuting a suit for relief which, if sustainable at all, ought to inure to the benefit of other parties. ”

“ There was no reason, if stockholders were proper persons to bring this action, why proceeding should not have been begun by them upon the practical dissolution of the company is 1862, after which time, as the complainants allege, no corporate organization was kept up, no work or business done, and no attempt made by any of the directors to act upon any of the rights of the corporation or to exercise their authority in the conduct of its affairs. ”

“ It is also alleged in the bill that, about July, 1861, the officers of the corporation, which had been in possession of the property, were driven off by the defendants, and that thereafter, by the death and resignation of its officers and directors of the greater part thereof, it became utterly disorganized and never held any meetings of its directors or stockholders since the year 1862, so that, at the time of the filing of the bill, there was but one director of the corporation living and surviving, within the knowledge of complainants ”