The herald., 1894-10-26
THE SANTA FE REORGANIZATION,
The Election of Directors
Postponed.
First Blood for the Protective Com
mittee.
A Restraining Order Granted In Order
That tho Cumuiativs Method
OF Voting May Be
Tested.


Topeka, Oct. 25.-Very important ac-
tion was taken during the night in con-
neotion with the Santa Fe situation.
Newman Erb and General Tracy, acting
for the protective reorganization COM
mi.tee, went before Judge O. G. Foster
of the United States district court, and
asked for an order restraining the stock
holders from electing directors today
until the courts should decide whether
the cumulative plan of voting could be
exercised. Judge Foster granted tenn
porary restraining order conditionally ;
that ia, he said the meeting could pro-
ceed if the cumulative plan OF voting
were exercised; otherwise not, and in
this event he would set the hearing on
the temporary restrGining order for Mon
day, October 29th.
At 10 O'Clock the room of General
Manager Frey in the Santa Fe general
office building was packed with repre-
ressntatives OF the opposing interests.
Immediately Mr. Robinson announced
as q committee, to take down the
proxies and see who were entitled to
Walker, jr., and George W. Porter.
cause the protective committee was not
Woolman OF Kansas City be added. The
motion was finally carried and an ad-
journment taken till II O'Clock.
This afternoon the Santa Fe meeting
elected Thomas A. Osborn chairman
and adjourned to 10 O'Clock Thursday,
November 1st. Newman Erb intro
duced resolution that the federal court
be asked to appoint a committee to in
vestigate the company's affairs and re-
port to the stockholders within so dsye.
This resolution was shut out by ad.
journment.
The petition for the injunction was
fled by Benjamin F. Tracy and New
man Erb OF Nav York, Henry Woolman
OF Kansas City and Williams & Diller of
Topeka. all solicitors for William Palmer
Smith of New Jersey. The defendants
of the Atchison, Topeka and Santa Fe
company are r. B. Robinson of Chicago,
vice-president; Edward Wilder of To-
peks. secretary; l.. S. Every of EN-
poria, @. S. Gleed and Cyrus K. Holli-
day of Topeka, Edward j. Berwind Of
Philadelphia, Samuel G. Lawrence, Il.
A. Nickerson, Alden Speare and R. 2.
Cheney ir. of Boston, and Thomas P.
Fowler, L. Bull, John A. Mccall, James
A. Blair and f. X. Sturgis of New York,
all directors.
The petition sets forth that in 1876
the Kansas legislature passed the oumu-
lative voting law, giving to holders Of
stock in Kansas corporations the right
to cast all their votes for one director |;
that in 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 in 1881 as follows:
IN all elections for all directors or
rustees of any incorporated company,
each shareholder has the right to cast as
many votes in the aggregate as shall
equal the number of shares go 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 in 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
defendants deny to your orator the
right to- vote his stock in accordance
with tho statute above copied. and your
orator fears that said defendants last
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
directors) have combined and federated
together for the purpose Of preventing
your orator from voting his said stock In
the manner indicated and prescribed by
said statutes above set forth, and your
orator further states that in the event
the said defendants last named shall
have the majority of said stock and shall
be able to vote the came at said meeting,
as claimed by eaid defendants, that then
your orator will be deprived of said
rights under the said statutes. unless
said defendants are restrained and en-
joined By order of this honorable court.
Directors Berwind. Bull, Gleed, Law
renee, Blair. Cheney, Fowler, Mccall
and Sturgle were never elected by the
stockholders, but were placed in Office
through the resignation OF former direc-
tors and have combined and federated
for the purpose of purpetuating them
selves in Office"
B. p. Cheney, jr., of Boston, the rep
resentative of 1904 shares OF stock and
the largest individual stakeholder, said
the present board would concede moth
ing to the protective committee.
This injunction" he said, sis un-
doubtedly sprung to compel us to give
representation on the board to them,
but we will not do it. We will not COM
promise or make any concessions to
them"
By far the most important point, from
a railroad standpoint, that has develop
ed 80 far ia that the general committee,
If it wins this fight. will make G. f.
Cheney, jr., chairman OF the board.
This is the highest executive position
on railroad and 10 always held by
men OF high financial standing. Corne-
lins Vanderbilt 10 chairman Of the New
York Central board, an office high or
than the presidency held by @. NJ. De-
pew.