Woodruff v. Columbus Investment Co.

1. If an unauthorized and illegal amendment to its charter has been accepted by a corporation and is about to be acted, upon, a stockholder who has not assented thereto or become estopped from complaining may bring an equitable proceeding to enjoin or set aside any action by the corporation under the amendment. 1 Cook on Stock and Stockholders (3d ed.), §§ 502, 503, pp. 638-41.

2. Rut where an amendment to a charter of a corporation was obtained and accepted, reducing the capital stock, and all of the stockholders (of whom.there were apparently many), save two, surrendered their shares upon…