The San Francisco call. [volume] (San Francisco [Calif.]) 1895-1913, 1895-05-26

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swer strongly questioned the good faith of
G. A. SprecKels Jr. in invoking the I'M
necessary aid of the courts.
Secretary E. II. Sheldon of the Oceanic
Steamship Company produced the books
of the company and gave an account of c.
A. Spreckels Jr. asking to be allowed to
vote at the annual meeting, although his
stock stood in the name of c. w. Wheeler.
He had then offered to vote Wheeler's
proxy, but the bylaws prohibited any one
voting proxy unless he were a stock
holder of record. The witness did not see
any proxy. Afterward the meeting was
adjourned sine die.
William Hoffschneider, a stockhoider,
testified that he had seen G. A. Spreckels
Jr. at the meeting referred to- and had not
attended any subsequent meeting. Spreck-
els Jr. had not voted on that occasion.
The plaintiff, G. A. Spreckels Jr., took
the stand and gave his version of the meet
ing of January 81. He said as the owner
OF $500 shares he had attempted to vote,
but had been denied, although he claimed
to nave exhibited proxy to the president,
John d. Spreckels. He had objected to
the meeting because the transfer-books
had been closed twelve instead of ten days
DeIOre Une GATE OF the meeting.
The witness endeavored to intimate that
the minutes of the meeting had been
written up long afterward for some pur-
pose. He had been invited by two di-
rectors to come on the board, and for that
reason wished to vote his stock, which he
denied that he had ever hypothetical.
Under cross-examination, c. A. Spreckels
Jr. further admitted that G. S. Wheeler,
on January %, 1894, when elected director,
had no more interest in the company than
stranger. The witness had only made
one effort, about an hour before the meet
ing of January 81, 1895, to have his stock
transferred from Wheeler's name to his
own.
1t was shown that c. S. Wheeler had
ceased to be a director on January 21 1895,
when the stock standing in his name had,
after the annual meeting, and before a
meeting of stockholders to appoint direc-
tors, been transferred back to C. A.
Spreckels Jr.
After recess there was an examination of
the list of shareholders, and then John d.
Spreckels, president of the company, took
the stand. He testified very clearly as to
the action of G. A. Spreckels Jr. at the
meeting of January 81, 1895. No proxy
had been produced, although there was a
motion made as if to produce one. AS the
legality of c. A. Spreckels Jr. voting was
questioned. motion to adjourn had pre-
regular, II 500 shares of the $4,000 capital
stock being represented.
Attorney Delmas called upon C. A.
Spreckels Jr for the proxy in question,
but the latter said it was in San Mateo.
He was directed to produce it tomorrow,
and In the meantime argument ensued.
Attorney Delmas confined himself at
the time to single issue, viz: that the
plaintiff was not entitled to the relief he
desired, because he had not exhausted the
legitimate means of securing his end be-
fore appealing to the courts.
'This action" said Mr.. Delmas, "is
based on demand made on the directors
of company to call meeting. No per-
son can invoke the power of mandamns
until he has made diligent endeavor 10 Sc
cure by private solicitation the relief re-
CURED. In the first place these directors
have not been given enough time to COM
ply with the request. They had only been
noticed on March 15 and on the 23d suit
had been commenced.
SIN the next place there are three WAYS
of calling a mecting-through the presi-
dent or ice-president, through the direct
ors or through the shareholders. Before
an aggrieved party can come into court
he must be prepared to show that he has
tried all three ways.
''If the directors have met and declined
to call meeting it remains for the plain
tiff to show that he has failed to get the
majority OF the stockholders to cali it.
suppose if the stockholders don't choose
to have meeting then the law says there
shall be no meeting. The will of major.
ity of the shareholders is the last recourse
recognized by the law. 1t has not been
shown that majority Of the stockholders
desire meeting. If it be true that ma
jority of the sfockhol6 ers do not want
meeting it would be idle for mandamus
to issue compelling meeting to be called;
Ill y r. L.
attend.
IF C. A. Spreokels Jr. has called upon
the stockholders to call the meeting and
has failed it is of no use to call a meeting,
and if the stockholders have not refused to
call the meeting then there is no power in