The Helena independent. [volume] (Helena, Mont.) 1875-1943, 1889-07-19
A QUESTION OF LAW.

Directors and Stockholders of the Fair A.
sOciAtiOn Engaged In a Lawsuit
A suit was filed in the district court YES
terday which has created considerable talk
throughout the city. The parties 70 the
suit are the stockholders of the fair assOcia-
ton outside Of the diaectory, and the board
Of directors. lt appears that the board of
directors recently purchased what stock
remained in the treasury, and appropriated
the lot, amounting 10 6s4 shares, among
themselves At the par value, SIS per share.
The gentlemen outside of the directory OBJ
Ject to this and now appeal to the courts 20
ascertain by what privilege they were ig-
nored IN the disposition of the stock.
Secretary Pope stated yesterday that the
transaction was conducted legally, open
and above board and produces the minutes
Of the trustees meetings to account for the
transaction. He states that it was decided
az meeting 20 make extensive improve
ments al the grounds and also to purchase
i've acres of ground lying ON the east side
OF the fair grounds, and as this
would involve large outlay of money
steps were taken 10 secure the necessary
| FUNDS. The treasurer was accordingly in
structed, by order Of the president, secre-
TAR and board Of trustees TO ascertain il
any stock was left in the treasury and II
so 20 find purchasers for it. AT a subse-
quent meeting the treasurer reported and
stated that 6s4 shares remained, which he
sold and secured Sl1,S5O cash, which is now
in the treasury.
On the other hand the outside stockhold
ers claim that owing t. the fact that a sur
plus remained in the treasury such a move
ment was uncalled for. And besides the
association has conducted its business for
the past nineteen years on S06 shares of
the capital stock, paid in, and at this time
the stock Is worth at least Sl20 per share
whereas Il was let go for SIS per share.
The case Will prove one of much interest,
rs leading citizens lOf Helena are en-
gagged in the legal controversy, and the
ablest talent will be employed on both
Sides
The gentlemen engaged In the suit are.
Daniel A. g FlOwerree, Shirley C. Ashby
Chas. l.. DahleT, Robert 5. Hale Chas
Lehman, Conrad kOhrs, w. N. Baldwin,
Chas- A BrOadwater, G. Wallace Taylor,
Henry Klein and Herman Cans, plaintiffs,
and i. II. Hershfield, Ansalem J. DAVID
son, ThOs. G. Power, Francis Pope, VIM.
A. Chessman, Benjamin II. Tatem VIM
b. Hundley, VIM. Muth, Chas. ID. Hard
and Aaron HershfieId. defendants.
In the complaint appears the allegation
that the capital stock of the concern is d.
vided into ! 900 shares of the face value of
SIS each. That the plaintiffs own of the
said stock as follows: FlOwerree N
shares; Ashby, Is; Dalher, 8; Hale, /: Leh-
man, 4; kOhrs, 4; Taylor, 2; Baldwin 8:
Broad water 8; Bans & Klein 4. That al the
time of the Incorporation OF the company.
SO6 shares OF the stock were issued 70 sub
scribers therefor and no other stock was
issued until February, 1889, when the re-
naming 6s4 shares were issued in the fol-
lowing manner at the face value of SIS per
share: A. j. Davidson, 81 shares; L. c.
Power, e5: Francis Pope %. w A. Chess
man, II; B. IA. TateIn, 81: VIM. b. iIund-
ley, %; VIM. Muth, 81; G. ID. Hard, 81:
Hershneld Bros, l25.l That the value OF
all said stock is now Si20,OO0 as represented
by real and personal property now owned
by the association; that It has always been
OF greater value than par value and is now
worth az least $40 per share.
IL further alleges that on February q
1883, the said defendants who are also
directors OF the company resolved by unAn
imOus vote 20 issue said stock and sell the
same az Its face value, giving as reasons
therefor the contemplated Improvement on
a great scale of the fair grounds. whereupon
the stock was sold to themselves severaIIy
in the manner above stated. That the
money realized from the sale Of such stock,
viz: Sll, $50, was, instead OF being applied |
towards the contemplated improvements
loaned 70 the Merchants National Bank OF
Helena, for six months At 8 per cent Der
ennum- That such sale was unauthorized
and not within the power of such direc- |
tors 70 make; that il was made without
any authority from or consultation
with the plaintiff stockholders, and |
secretly and privately, without any Motif |
cation TO the public and without any effort /
70 obtain the best price therefor and for the /
individual profit and advantage OF the said /
directors, and without regard 10 the inter /
est OF the association OF other stock kholderss /
that such sale was fraud upon such assO- /
citation and a violation Of the duties Of said /
defendants as directors; all of which infOT- |
nation has just come 70 the knowledge Of /
these plaintiffs.
The complaint is sworr 70 by Shirley C. |
A AshbY, one OF the plaintiffs. The action Is |
brought BY Attorneys Joseph X, ToOle and |
w. w. Dixon. and il is understood Messrs.
Wade, TOsle a Wallace have been retained
for the defendants