The morning call. [volume] (San Francisco [Calif.]) 1878-1895, 1894-10-26
NO DIRECTORS CHOSEN YET,
Pending the Hearing Upon the lBjunc-
tion TO Compel Cumulative
Voting of Stock.

ton was taken during the night in conuec-
ton with the Santa Fe situation. New
man Erb and General B. F. Tracey, acting
for the protective organiza lion commit
tes. went before Judge c. G. Foster of the
United States District Court and asked for
an order restraining the stockholders from
electing directors until the courts should
decide whether the cumulative plan of vOt-
ing could be exercised. Judge Foster grant
ed a temporary restraining order condition
ally-that is, he said that the meeting could
proceed If the cumulative plan of voting
were Exercised. otherwise not and in
this event he would set hearing on the
temporary restraining order for Monday.
October %
At 10 O'Clock the room of General Man
ager Frey, in the Santa Fe general Office
building, was packed with representatives
of the opposing interests. Secretary
Wilder read the call. and Immediately Mr..
Robinson announced as committee to
take down proxies and see who we're en-
titled to vote Charles Blood Smith, James
Walker Jr. and George W. Porter. New
man Erb strongly objected, because the
protective committee was not represented,
and moved that Henry Woolman of Kan
sas City be added The motion was finally
carried and adjournment taken.
The petition for the injunction was filed
by Benjamin F. Tracey and Newman Erb
of New York. Henry Wooman of Kansas
City and Williams & Dillman of Topeka,
all solicitors for William Palmer Smith of
New jersey. complainant. The defend
ants in the AtchisoD, Topeka and Santa
Fe Company are d. B. Robinson of Chi
cago. vlce-president; Edward Wilder of
Topeka, secretary, and l.. S. Every of
Emporia, G. S. Glee1 and Cyrus K. Holli-
day of Topeka, Edward j. Berwind of
Philadelphia. Samuel c. Lawrence, George
A. Nickerson, Alden Spears and r. p.
Cheney Jr. OF Boston, and Thomas p.
Fowler, l.. Bull. John A. Mccall. James
a Blair and f. K. Sturgis OF New York,
al! directors.
The petition sets forth that in 1876 the
Kansas Legislature passed the cumulative
voting law. giving to holders of stock in
Kansas corporations the right to cast all
their votes for one director, that is the
number of votes to be cast on account of
each share of stock to be multiplied by
the number of directors to be elected, and
all Of such votes given for one director
that the law was amended 10 1881 as fol-
lows:
In all elections for all directors or trustees Of
any Incorporated company each shareholder
has the right to cast m my votes in the ag-
glegate as shall equal the number OF shares so
held by him or her In SAID company multiplied
by the number OF directors or trustees TO be
elected at said election. and each shareholder
may cast the whole number OF votes either 10
person or by proxy for one candidate and such
directors or managers shall not be elected In
any other manner.
The petition then says: "All of said de-
PENDANTS deny to your orator the right to
vote his stock in accordance with the
statute above copied, and your orator
fears that said defendants la st named will
control the majority of the stock at said
meeting, and by reason thereof will be in
control OF the said meeting and election.
"And your orator further states that
said defendants last named (the present
dlrect0rs) have combined and federated to-
gether for the purpose of preventing your
orator from voting his said stock in the
manner indicated aud prescribed by said
statutes above set forth, and your orator
further states that in the event the said
defendants last named shall have the ma
jority Of said stock and shall be able to
vote the same at said meeting, as claimed
by said defendants, that then your orator
will be deprived of said rights under the
said statutes, unless said defendants are
restrained and enioined by the order of
this honorable couIi.
Directors Berwind, Bull, Gleed, Law
renee, Blair, Cheney, Fowler, McCall and
Sturgis were never elected by the stock
holders, but were placed in Office through
the resignation of former directors, and
have combined and federated for the pur-
pose of perpetuating themselves in office"
b. P. Cheney Jr. OF Boston, the repre-
sentative of 1904 shares of stock and the
largest individual stockholder, said the
present board would concede nothing to
the protective committee.
"Tnis Injunction" he said, sis urdoubt-
eddy sprung TO compel us To give repre-
sentatioD on the board TO them, but it will
not do it. We will not compromise or
make any concession to Them"
BY far the most important point from a
railroad standpoint that has developed so
far is that the general committee, if it
wins this fight, will make b. +. Cheney Jr.
chairman of the board. This Is the high
est executive position on a railroad and is
always held by men of high financial
standing. Cornelius Vanderbilt ia chair
man of the New York Central board-an
office higher than the presidency held by
Chauncey M. Depew.