CORPORATIONS-DIVIDENDS-MAJORITY OF THE BOARD OF DIRECTORS AS INDISPENSABLE PARTIES IN A SUIT TO COMPEL THE DECLARATION OF CORPORATE DIVIDENDS

A minority group of stockholders brought an action to compel a declaration of dividends on common stock, naming as defendants the Continental Mills company, four of the five directors of the corporation, and a majority stockholder. Effective service of process was made only on the corporation and two of the directors. The majority stockholder and the other two directors named appeared specially and obtained a dismissal of the action as to them. The two directors properly served then moved to dismiss the action for failure to include a majority of the board of directors as parties.

Held, a majority of the board are not indispensable under the Maine corporation law and general principles of equity as applied by Maine courts. Whittemore v. Continental Mills, (D.C. Maine 1951) 98 F. Supp. 387.