Germania Spar & Bau Verein v. Flynn

The appellants contend that because directors of a corporation are to be elected annually (E. S. sec. 1776), therefore the term of office of the attorney of the corporation must terminate with the year, and, consequently, that the defendants are not responsible for a defalcation occurring more than two months after the expiration of their principal’s term of office. The position is not tenable. Directors, if classified as provided in sec. 1772, E. S., may hold office for three years, and, furthermore, under the provisions of sec. 1776, the term of the other officers of the corporation may be prescribed by the articles of incorporation or the by-laws, and such term is plainly not limited to a single year.

The complaint distinctly alleges that Eupp was appointed and held wider said a/pgoointment for the term of two yea/rs. This must be held a sufficient allegation that his term was •for two years. This point being decided adversely to the appellants, there seems no doubt that the complaint states a cause of action. It is alleged that the check was delivered to and received by Eupp “ by virtue of his office ” as attorney, and this may well be so. At least, it cannot be said, in view of the allegations of the complaint, that it was not so received.

By the Oowrt.— Order affirmed.