The herald., 1894-01-08


in this country for like service, and
were, in the judgment of the directors,
reasonable. That, in accordance with
! the terms of the agreement with Mr..
| Greene for the financing Of the COM
pany, the determination of the price OF
/ the stock WAS left to Mr.. Greene's dis
cretion, and that the company has had
the advantage OF the premiums leas his
| pro rata commission.
In relation to the payment OF the 10
! per cent dividend, we have to cay that
! it was arranged for and promised at a
meeting held in New York, at which
Messrs. Brown and Waters, acting for
the western directors OF the company,
and jointly with the eastern directors
and large shareholders, taking into con-
sideration the financial showing made
at that time, determined the course to
be pursued in reference to the divi-
dends, and that the declaration OF divi-
dends thereafter by the directors Of the
company was made in pursuance OF that
agreement and understanding.
We further state that this board had
until recently the fullest confidence in
Mr.. Browns engineering skill and his
personal honesty, but within the past
few months it has been discovered that
many matters entrusted to him have
been handled by him without regard to
the rights of others and evidently for
the accomplishment of his own per-
sonal ends. Acting without authority
from the board he committed it's mem
bers to policies and conditions which
they we're compelled to recognize, al
though disappearing them. That, for
1 instance, he WAS entrusted with the
sale of $400, 900 of stock in the company,
/ the proceeds to be distributed among
! the several shareholders. and that, hsv-
! ing made such sale, he appropriated the
larger share OF the proceeds to his own
use, in violation of his agreement and
id bad faith to his associates. That,
while Mr.. Greene was in Europe last
! year, 6nanciering for the company, Mr..
Brown, acting for the directors and with
| their full faith and con nidence in his in
tegrity, assumed to represent them from
his temporary location in New York
city that he failed to forward the re-
ports made to him for the company by
| Mr.. Greene and to advise MIR. Greene of
the action by the directory and the con-
dition of affairs at Redlands.- That he
pursued the policy of stating. to Mr..
Greene that the company was in easy
circumstances and not needing money,
and thereby induced Nj. &c cell
for him Brown large quantity of the
$400, 900 OF stock as above stated.
That III December, 1892, Mr.. Brown
returned here, charging Mr.. Greene
with failure to perform in accordance
with the contract, and secured from the
board an order withdrawing the sale of
certain OF the securities and further
order from the board authorizing him,
the said Brown, to act as financial agent
of the company; that such authority
was obtained under false representation
and was afterward recalled and cancelled
by this directory that, based upon Mr..
Browns kilograms from New York, &C.
tion was taken by this board resembling
resolution. which had been passed in
December, declaring a dividend payable
upon the common stock of the COM
pany, which action, it was Immediately
proven, was uncRlled for and very great
ly to the discredit of the company (; that
! upon Mr.. Greene's arrival here, about
the 1st of February, and at meeting
OF this board, at which Mr.. Brown him.
self was present, the board unanimously
requested Mr.. Greene to accept the
presidency, as apparently the only
course to re-establish confidence, and
Mr.. Brown, as director of this board,
acted in full Incorporation with US, giving
his vote for the said election; that at
the stockholders meeting held on
March Z 1898, by a unanimous vote,
and without discussion, Mr.. Greene was
reelected director of the company Tor
the ensuing year and afterwsrd was
unanimously elected president and
manager; that Mr.. Brown was present
at that election and voted his stock with
the others for the said Greene's elec.
tion.
That the statement that Mr.. Greene
made threats and attempted to coerce
/ the meeting is wholly untrue; that Mr..
Greene had no power by the use of the
proxies, even though he had had the
inclination to control the action of the
board, ss the majority control was in
the hands of the development company,
controlled by the directors thereof,
whose names are attached hereto.
We further declare that Mr.. Brown
remained for several weeks afterward
member of the directory, apparently
working in full harmony with it, and
vet took advantage OF information gained
at its meetings to unload the balance of
bis stock, greatly to the injury and
detriment of his associates, and having
SO unloaded the stock, he then withdrew
from the board; he Immediately COM
menced the organization of rival COM
panies, and that he has constantly from
that time pursued policy calculated,
ii not intended. TO iniure and discredit
the company, and that while for years
he bad enjoyed the full confidence, both
as to business ability and integrity OF
our board and OF the citizens OF Red
lands, his present action has forfeited
that confidence, and the statements now
made in London by the said Brown have
no foundation whatever and are only
calculated and. we believe. are intended
to injure the company in the estimation
Of its shareholders and to the detriment
of its interests.
At meeting OF the board Mr.. Brown
was accused of having stated that if he
(Brown) could not rule the company he
would ruin it, and he did not deny hav-
ing so stated. His actions are in the
line of his threats.
We desire to express to the share
/