The plaintiff herein contests the election of five directors of the defendant national bank at an annual meeting held on January 10, 1956, and asserts that he was one of the directors duly elected at said meeting. He as well seeks damages against the individual defendants for failing and refusing to recognize him as such duly elected director. The facts in connection herewith are as follows:
On January 10, 1956 the defendant national bank held its annual stockholders' meeting pursuant to the following notice (A), which was duly published in the Bordentown Register , and also the following notice (B), which was mailed to the stockholders:
(A) "NOTICE -- The annual meeting of the stockholders of the First National Bank of Bordentown, Bordentown, N.J., will be held at the bank on Tuesday, January 10, 1956 at two o'clock for the election of directors and for such other business as may lawfully come before it.
(B) "NOTICE OF ANNUAL MEETING -- The annual meeting of the stockholders of THE FIRST NATIONAL BANK OF BORDENTOWN, BORDENTOWN, N.J., for the election of Directors and such other business as shall come regularly before it, will be held in the Banking House on Tuesday, January 10, 1956, at 2 P.M.
KINDLY SIGN THE ENCLOSED PROXY IMMEDIATELY AND RETURN. IT WILL BE WITHDRAWN IF YOU ATTEND IN PERSON."
No complaint is made of the manner or method by which the annual meeting of the stockholders was called.
The certificate of incorporation of the defendant national bank provided on January 10, 1956, as far as here pertinent, as follows:
"THIRD. The Board of Directors of this Association shall consist of such number of its shareholders, not less than five nor more than twenty-five, as from time to time shall be determined by a majority of the votes to which all of its shareholders are at the time entitled. * * *
FOURTH. The regular annual meeting of the shareholders of this Association shall be held at its main banking house on the second Tuesday of January of each year, at which meeting ...