authority
prescribed by charter and statute; outside these, their authority is
largely discretionary, and must be so. If, therefore, stockholders are
dissatisfied with their directors, as they often are, their remedy is
to elect others at the end of their term of service. If at the time of
choosing them, the annual meeting, none are chosen, the directors hold
over until they are again elected, or others are chosen in their
places. After they have been chosen, no stockholder can interfere in
any way with their discretionary authority unless he has a clear case
calling for judicial action. "Until a mistake," says Morawetz, "on the
part of the directors, individual stockholders have no right to appeal
to the courts to define the line of policy to be pursued by the
company. The courts therefore are quite unanimous in sustaining the
action of directors so long as they act within the discretionary
authority given them."

Occasions happen when the removal of directors is essential to the
welfare of a corporation. Suppose they are pursuing a course clearly
ruinous to the company? In such a case the court will grant relief on
the request of the stockholders whenever the corporation itself is
unable or unwilling to do so. Primarily the corporation should proceed
against the directors, for the wrong is a corporate one. In many cases
the corporation is so completely in their control that the
stockholders are unable to do anything through it. In such case they
must act in the name of, and in behalf of the company. And if they
succeed in establishing their case, the courts will order the removal
of the directors.

Sometimes the courts, instead of going so far, will enjoin them from
doing wrongs that are feared. Suppose it is feared that directors will
declare a dividend that has not been earned, the courts on proper
proof would enjoin them from making it. Suppose it is feared they will
issue more stock and divide all the shares among themselves instead of
proportionately among all the stockholders as the law requires, in
order to get control of the company, a court would not hesitate to
restrain them.

Lastly may be considered a stockholder's rights to inspect the books
of his company. This he may do at all proper times and for reasonable
purposes. And if the right is refused the courts will aid him in
making an inspection. What then is a proper purpose that justifies him
in making the request? He cannot do so to satisfy some fre