The Guthrie daily leader. [volume] (Guthrie, Okla.) 1893-1996, 1894-11-07
JUD oE FOSTER DECIDES THE
SANTA FE CASE.
THE DIRECTORS WIN EVERY POINT
The Contention for Cumulative Voting
OF stock Declared Not Well Hased
In single egard-The rem
porary Restraining order Va
Gated by the Court New
Board of Directors.

the control of the Atchison, Topeka
and Santa Fe railroad, Judge Foster
of the United States district court
rendering n decision yesterday in the
proceedings TO make the temporary
injunction permanent, which knocks
the only prop the prot ictives had from
under them. The court vacate the
temporary order restraining th old
organization from proceeding with
an election excepting under the cum
ulative 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 the claim
ma lie by the complainant, William
Palmer Smith of New Jersey OF the
right to vote his stock on the cumula-
tive methol-that is, to vote all his
stock multipli d bv thirteen for one
director, or only the face of his no d.
ing for thirteen directors, as he might
elect. TO make this claim good it was
nece ssary for his counsel n show to
the court that the compan al aban-
doned its territorial charter, and ac.
thereby become subject TO the statute
providing for cumulative voting.
Judge Foster said at the outset Of
mis- decision that this was an import.
ant case-important not only TO the
parties interested in the property,
but TO the public generally. Neither
party questioned the validity of the
charter of the company. but the com
lf.f. Il I 4
modified by subsequent laws of con-
gress and the state legislature. The
organic act of admission, however
did not change the rights of COR
porations 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 thirtee n
directors and in their election each
share was entitled TO one vote for
each director. The territorial laws
of 1855 say that the charter of every
corporation may be modified by sub
sequent 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 acts.
,::he opinion then cites state legis.
lation which the company has accept
ed. from the law of 1869, authorizing
railroad corporations TO change the +
names and construct telegraph lines, 10
that of 1887, authorizing among other
things, the issue of increased stock.
Referring TO the latter statute, the
court said: "It is strennously in
sisted by plaintiff that as the
! defendant corporation acted un-
der the act of 1857 and issued
stock, such stock wac invested with
all the attributes of the other stocks
OF the corporation and became sub.
ject 70 the requirements of the laws
of the state. including the law pro
viding for cumulative voting. This
is undoubtedly the strongest point
| the pla ntiff makes. Still IL rests
upon an implication and the court is
asked TO divest the corporation of an
admitted vested right on the strength
Of an implication. This is not favored
| by the law"
After quoting additional authors
| ties and commenting upon them, the
/ court conclude |, saying: For the
! reasons above given, there is no justi.
/ fcat.on in law for the order OF in
/ junction asked for and il must be de
| MED"
TlIE NEW DIRECTORS.
New directors were chosen as fol
| lows:
The majority voted for Edward j.
! Berwynd Of New York, James A.
| Blair of New York. William L. Bull
| of New York - T. Cheney, jr.,o Bos
Ton, Thomas Z. Fowler OF New York
C. ;. Gleed of Tope ga, c. X. Holiday
! of Tope "a, Samuel c. Lawrence o
] Boston, John A. Mccall OF New York
/ George A. Nick rspn of Bo,t IN, y, 1
Boueb brake of Topeka. f. Wilder oI
! Topela and f. X. Sturgis o
/ New York, and the minority fol
/ II tnry Clews ami Theodore w
/ Myrcs. both OF New York Messrs
] BonebralSe and w lder are expec, eC
10 resign at the first meeting of th'
board of directors and IN their place
will be chosen r. A. Osborn of Kansa
! aud H. II. Duyal OF New York. who
! because they " re not stockholder
of record at the time this mcetin,
was cal ed, were not eligible TO elec
on.
The minority votes were cast by L
! y. Taylor Of New York. who vote
| for r. W. Myres, and 4. Summeriel'
~ Kansas who vot a for Henry Clews
| Each cast lO3 EOS votes. multiplied Vi
thirteen, l. 3lO,67s. on the culminatiy
method. although the chair had an
nouneed that voting would be per
missible only according To the rul
laid down by Judge Foster in his de
cision
he Preacher Loses Ms Damage Suit