Page:Federal Reporter, 1st Series, Volume 6.djvu/846

 88^ 7BDEBAL BEPOBTSB. �erty and effects. The election, as ordered, was held and con- firmed by the court, and a meeting, on due notice of the board as thus constituted, was held December 13, 1880, at which a new president was ohosen, etc. Notice was duly given there- after for the annual meeting to be held on January 19, 1881. �It is averred that for fraudulent purposes a meeting of the board was held, and, by a vote of the majority against the protest of the minority, and against the wisheis of a majority of the stockholders, an assignment of the corporate effeots, etc., was made January 15, 1881, — four days before the an- nual meeting. The assignee bas given bond under the state statute, and bas proceeded, and is now proceeding, to exe- cute the duties imposed upon him by law, subjeot to the su- pervision of the state court. �At the annual meeting, January 19, 1881, an election of directora was had, a new president chosen, said assignment repudiated, etc., and the new board instructed to protect the interests of the corporation in such manner as might be deemed advisable. �It is averred that, on investigation made, said corporation has been found solvent, and able, by the administration of its own afifairs, not only to meet its obligations, but have a large surplus. The new board authorized and requested its presi- dent to prooeed in the state court to have the receiver turn over to the corporation its property in bis hands on payment oi expenses, etc., whereupon the president did so proceed, bis petition theref or being accompanied by the written consent of 96 per cent, of the creditors. Said petition was opposed by the assignee and denied by the, court. �it is alleged that pursuant to the vote of the stockholders the president had demanded of the assignee that he should reconvey the property to the corporation; that said assignee refused so to do; and that on March 25, 1881, the plaintiffs demanded of said president that "said corporation should at once institute the proper proceedings to enjoin" said assignee from "in any manner interfering with the property and as- sets of said corporation under said deed of assignment, and to set aside and cancel said deed of assignment, and that ��� �