The morning call., 1894-04-04

should not be granted, and in the mean
| time and until further order Of the cour
| the defendants, their agents. attorneys
! attorneys in part and proxies are abso.
lu:elY prohibited from holding a stock.
holders meeting for the election Of d..
rectors of the Pacific Bank.
The claim VIII be made by those opposed
| TO the directors just chosen that the election
| was not legal one. The basis of the con-
tention is This: Section 314 OF the civil
code provides that ii, fir III any cause. nc
election of Ulcers OF corporation is held
on the dav provided for IN the bylaws or
at All adjourned meeting. as provided for
by the directors. then the method of pro-
cedure is determined by section $40 of the
civil code.
1t is held that there was no meeting of
the Pacific Bank stock holders ordered by
the directors, and that DR.. s. +. Long did
not call the meeting pursuant to an order,
but at his own instance. Accordingly.
under the provisions of section $40 of the
Civil Code. the president or majority OF
the Stockholders may call n meeting, but
such call must be in writing addressed 10
the secretary. who must thereupOn give
notice of the time and place of such meet
ing. Should the secretary refuse TO do
this the president or the stockholders may
set forth such refusal and call the meeting.
In this case, those opposed TO The direc-
secretary was not requested TO call the
meeting, and consequently could not have
refused to do so, aud that the notice did
not specify such facts.
1t is further declared that section 80 re-
lates back to section Sol. which provides
for the calling of a stockholders meeting
to adopt bylaws. but that in reaching it
The faction now in control had overlooked
the fact that 1t refers to section 301 for the
purpose CT showing how long the notice
must be published, and that the reference
to an acting president applies to such off,
Ger before the adoption of the bylaws OF a
corporation, when he must of necessity
fill a temporary position. Section 301
specifies that notice by two weeks publ
cation must be given.
So it is argued by the opposition that
overlooking the plain provisions of the
law, as set forth in section 80. the stock
holders arrived at the conclusion that in
the absence OF DR.. r. II. Mcdonald. DIR. S.
F. Long, vice-president, was the acting
pres dent. and called the meeting as such.
There promises to be some nice splitting
or hairs and legal techncalitieS before the
status of the newly elected directory is
determined, but the most interesting
feature which may come up shortly will
be proceedings in contempt against the
president of the Pacific Bank, the directors
and stockholders who attended yesterdays
meeting and the attorneys who advised
them tc meet
An affidavit setting forth the fact of the
meeiing of sto, kholders of the Pacific
Bank and their election of directors con-
trary to his order will be filed with Judge
Trout this morning, and proceedings III
contempt will follow.
Judge Trout stated last evening that he
had heard of the meeting, but that it had
not been brought 10 his notice judicially
as yet He said:
The question of the validity of the
order will naturally follow, and it will be
determined whether the order made was
based upon sufficiently legal showing.
| am disposed to treat the matter dis
passlonately. The proceedings of to-day's
meeting in the election of new officers
under the legal advice of attorneys will
enable all parties concerned to get at the
real merits of the quest on. ! can take no
judicial note OF the proceedings until the
ttorneys have brought The matter before
the court"
If it should be determined by the Su-
peri0r Court that the stock holders and
attorneys were guilty of contempt they
would have the right TO take an appeal 10
the Supreme Court.
Suits will be brought today to Dust the
newly elected directors of the Pacific Bank
by quo warIanto proceedings. 1t looks as
minable litigation, for a number of depOsi-
tors are preparing to begin actions. These
depositors are displeased that nearly a
year has elapsed without payments being
made them. Suits will also be Instituted
personally against Captain j. Nj. McDnn-
aid and DR.. r. H. Mcdonald in an en-
deavOr to hold them responsible to the
depositors as large stockholders in the
bank, and an endeavor will be made to
attach their properties for the benefit of
the creditors
1t is understood under the new directory
that the legal patronage of the bank will
go to Sawyer g. Burnett. Dunno & Nc.
Pike and A. K. Cotton.
In connection with the assets of the
bank it is an interesting fact 10 many of
the derositors to know that Jasper Nc
Donald. Captain Jim's brother and private
secretary, owes the institution $4,000,
that Attorney-General Hart owes S2S, 600
and that NJ. H. Sherman has 100000 in
guarantees there.
THE NEW GRAND .UJRY.