Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/636

 § til4.] THE LAW OF PRIVATE CORPORATIONS. [CHAP. X. pointed out, it is to this body as representing all the interests in the corporate enterprise that they are accountable, and if this body Tails to enforce the rights of all persons against the directors, the persons injured may themselves take action to bring the directors to account. 1 To such an extent may the duties of directors become com- plicated by the divergency in interest of the different persons to whom the} r owe duties, that it may often be difficult for them to discriminate properly, and, by giving due and propor- tionate consideration to the rights of all persons, keep them- selves free from liability. It is only by acting always in accordance with the corporate constitution, where that appears silent using a sound and honest discretion, and in all cases of difficulty taking the advice of counsel, that directors may keep themselves free from liability and carry out the trusts imposed upon them. § 014-. By accepting the office of director a person impliedly undertakes to discharge its duties, and assumes the pay for ° liabilities attached to it. Accordingly, where by the tionltoares constitution of the corporation, the ownership of a certain number of shares is a condition precedent to eligibility as a director, anyone accepting the office and acting therein is liable to pay for the requisite number of shares. 2 A person, however, who has merely accepted the office of director, but has not acted as one, and without laches has retracted his acceptance on the ground of misrepresentations made to him by the promoters, will not be held liable as contributory on the qualification shares, if as a matter of fact he has never taken them ; for the acceptance of the office of director merely im- 1 See §§ 686, 687, 757, 758. 2 Fowler's Case, L. R. 14 Eq. 316; Leeke's Case, L. 1!. 6 Ch. 469; Har- vard's Case, L. R. 13 Eq. 30; Sidney's Case, L. R. 13 Eq. 228; Miller's Case, 3 Ch. D. 661. Compare Do Ruvigne's Case, 5 Ch. D.306; Printing, etc., Co., in re, L. R. Ch. Div. 1894, vol. ii. 392. There is no general rule of law making the holding of shares an in- dispensable qualification to the office 616 of director. State v. McDaniel, 22 Ohio St. 354; Wight v. Springfield & New Lond. R. R. Co., 117 Mass. 226; In re Election of St. Lawrence Steam- boat Co., 44 N. J. L. 529; Florida's Savings Bk. v. Rivers, 36 Fla. 575; Bristol, etc., Trust Co. v. Jonesboro, etc., Trust Co., 101 Tenn. 545. The Civil Code requires it in California. Rosecrans Gold Mining Co. v. Morey, 111 Cal. 114. And in Oregon, Silsby v. Strang, 38 Or. 36.