The Goodland republic. [volume] (Goodland, Kan.) 1891-1907, 1894-11-09
suDoE FOSTER DECIDES THE
SANTA FE CASE.
FHE DIRECTORS BIH EVERY POIHq'
Ths Contention for Cumulative Voting
eE Stock Declared Sot Wen Hased
IN Single RegsFd-Ths gsm-
poFaFy Restraining Order va
Gated by the Court New
Board Of Directors

TOPEKA, Kan, Nov. 6.-The present
organization has won the fght for
the control OF the Atchison. Topeka
and Santa Fe railroad, Judge Foster
Of the United States district court
rendering a decision to day in the
proceedings to make the temporary
injunction permanent, which knocks
the only prop the protectives had from
under them. The court vacated the
temporary order restraining the old
organization from proceeding with
an election excepting under the cum
ulatiye plan of voting, and declared
that the cumulative system did not
apply. The decision exhausted the
subject and occupied about an hour
in delivery.
The only contention was 81 e claim
made by the complainant. William
Palmer Smith of New JERSEY of the
right to vote his stock on the eumula,
tive method-that is, to vote all his
stock multiplied by thirteen for one
director, or only the face of his hold
ing Tor thirteen directors, as 10 might
elect. To make this claim good it was
necessary Tor his counsel to show to
the court that the company had aban-
dOned Its territorial charter, and &C.
ceptsd subsequent state laws, and
thereby become subject to the statute
providing for cumulative voting.
Judge Foster said at the outset of
his decision that this was an import
ant caae-important not only to the
parties interested in the property,
but 70 the public generally. Neither
party questioned the validity of the
charter of the company, but the COM
plRinant claimed that 1t had been
modified by subsequent laws Of con-
gress and tho state legislature. The
organic act Of admission, however,
did not change the rights of cor
porstions and congress could
not change the vested right
Of corporations. The original charter
gave the power of the corporation
Into the hands of board of thirteen
directors, and in their election each
share was entitled to one vote for
each director. The territorial laws
Of 1865 say that the charter of every
corporation may be modified by sub
ssquent legislation, provided it does
not affect vested rights. 1t must be
conceded, therefore, that the company
may stand on its rights unless it has
given them away by its own a cts.
The opinion then cites state legis-
lation which the company has accept
cd, from the law of 1862, authorizing
railroad corporations TO change their
names and construct telegraph lines, TO
that OF 1887. authorizing among other
things, the issue of increased stock,
Referring to the latter statute, the
court said: ut is strenuously in
sisted by plaintiff that as the
defendant corporation acted I'M
der the act of 1887 aud issued
stock, such stock was invested with
all the attributes OF the other stocks
Of the corporation and became sub.
iect to the requirements of the laws
Of the state, including the ID w pro-
viding for cumulative voting This
is undoubtedly the strongest point
the plaintiff makes. Still it rests
upon an implication and the court is
asked to divest the corporation of an
admitted vested right on the strength
Of sn implication. This is not favored
by the law"
After quoting additional authori-
ties and commenting upon them, the
court concluded, saying: ''Hor the
reasons above given, there is no justi-
Gcation in law for the order of in
junction asked for and it must be de-
MED"
Henry WollmaD, on behalf of the
complainant took an exception to the
decision, and court adjourned.
It is the opinion Of the coq neil for
the directors that the whole matter
has been finally settled and will not
again come up in any form. The pro-
tectives have one appeal, to the
United States circuit court of appeals,
composed of Judges Caldwell, Sanborn
and Fhayer, but this cannot prevent
an election to-day, and Furthermore
1t is altogether unlikely that this APP
deal will be- taken