Gaehle's Piano Manufacturing Co. v. Berg

Stewart, J., delivered the opinion of the Court. The main question in this case depends upon the true construction to be given to the seventeenth Article of the corporation. ¹¹⁷ The second Article of the corporation provided, that sixty shares of stock might he created, not to exceed, in the aggregate, more than thirty thousand dollars, and the value of each share to he five hundred dollars. By the seventeenth Article, section one, it was provided, that after the expiration of the first year of the existence of the corporation, a member might withdraw and receive his moneys, by giving the prescribed notice; jrnd by the second section of the same article the repayment was to take place in such manner that the amount of the refunding shares, were never to exceed the one-eighth part of the aggregate amount of capital paid in; the payment of the recalled shares to take place as provided by the first section. Article twenty provided for the settlement of accounts and dividends with a continuing member.

These two Articles provide for different modes of settlement, and properly understood, are not inconsistent; but, according to the theory insisted upon by the appellant, are utterly irreconcilable. The one providing for a settlement with a continuing member, the other with a.member withdraioing. It is obvious from the terms and purport of these Articles, and the entire scope and policy of all of them, that the association incurred an obligation to return to the plaintiff the amount of the shares held by her, upon her notice of withdrawal, when the conditions provided for in the seventeenth Article were complied with. In that event she no longer occupied the position' of a member of the