Page:Federal Reporter, 1st Series, Volume 9.djvu/375

 360 FEDBBAL BEPOKTER, �the bond enforced, would he have gone to those vrhom he is charged with compassing to defraud and offered the coveted title upon pay- ment of the bond? It would be extremely difficult to reconcile this offer with any conspiracy to defraud the complainant or Walker, or with any schema to secure the property for Holbrook, or with any other purpose save that of judiciously closing up an enterprise which, from incurable discord, had to be abandoned as a failure. Holbrook's purchase of the additional stock is reconcilable with the same purpose, stimulated by a desire, by payment of Hernandez's bond through i lie assets of the company, to relieve himself from a loss which he felt the fault of others, including complainant, would more justly place upon them than him. �The charter placed the control of the whole business in the hands of the directors, and they, by their by-laws, gave the editorial a_id business management into the hands of A. M. Holbrook, the presi- dent. Though this may have been distasteful to the complainant, since done in accordance with the supreme and organio law of the corporation, it constituted no good ground of his withdrawal of bis aid and co-operation from the joint enterprise. There could be no prior understanding between members of a corporation which could prevent the supremacy of its charter aa constituting the rule for its operations and the law for its members. �Still, the complainant seems to have been so impressed with the idea that the adoption of the by-laws of December 26, 1873, which gave the supervision over the editors to the president, was a violation of the understanding with which he had entered into the corporation, that he states in his testimony that "he felt from that time that he could not attend any meeting of the board of directors, or assume any connection with the Picayune, without condoning a fraud and jeopard- izing my own interest and those of other stockholders of the paper. He stood ready to resume his post as managing editor, and never refused to perform any duty in that line." The fact of this position of resist- ance to the by-laws upon the part of the complainant is stated by nearly all witnesses who testify on the subject. �Alexander Walker says : "Mr. Hancock never attended any meet- ings of directors but one or two, and he retired from the board and retired from the establishment, and I never saw him or held any con- sultation with him during the year following." He says, also: "We of the Herald Company had been exceedingly dissatisfied with the assumption of the entire control of the establishment by Mr. Hol- brook." ��� �