The herald., 1897-11-05
Decided by Judge Allen in
a Company Case
CANTWELL'S LONG SENTENCE
vkrs MOTION FOR A NEW TRIAL
DENIED
T, J. Golden Arrested, Charged With
Completely in Roche Murder.
Court House Notes


Sweet ct al. was disposed of yesterday
in an opinion rendered by Judge Allen.
in which the court said, in part:
ssThe Sweets Metal Crosstie company
was Incorporated on the 18th day of
June, 1892, with a capital stock of 81 Ooo'-
600, divided into 10000 shares, of the par
value of 500 each. By the articles of in
CORPORATION s95OOOO of the capital stock
was actually subscribed. More than
thirty days after the filing of the articles
of Incorporation, upon five days no
tice, 5000 shares met, draft of bylaws
was read and resolution by such stock
holders passed, adopting such bylaws
These bylaws were never copied IN a
bylaw book, certified to, nor signed by
two-thirds of the stockholders. nor was
any action had in relation thereto except
the resolution at the meeting OF stock
holders hereinbefore mentioned. AFTER
wards Sweet agreed to set over and
transfer to the corporation certain letters
patent for inventions owned by him, and
to perform certain other covenants and
obligations upon his part, in considera-
ton of which the corporation agreed to
issue to him 1000 shares of its capital
stock, and in the same contract, as Sc
curity for the performance of the con-
ditions upon his part, 5000 shares of this
stock were placed in the hands of the
treasurer of the corporation as collateral
security by Sweet, Sweet futher agree
ing that, for the benefit and protection
of the corporation and other stockhold-
J,o rr;x- n Raid
win for 2O5O shares of stock so collater-
allied, irrevocable for the term of five
years from June 5. 1892, empowering said
Baldwin to vote, at all meetings and
elections, such stock. Sweet did give to
Baldwin a proxy covering 1850 shares.
but never executed a proxy for the re.
mainder
"On the 23rd of April, 1894, a meeting
was called for the removal of certain
directors. At this meeting there were
present 5000 shares of the stock. In order
to obtain the requisite two-thirds to re-
move, the stockholders passed resolu-
ton that Sweet be authorized to cancel
the trust executed by him to Baldwin
in pursuance of the contract hereinbe-
fore mentioned, and to revoke the proxy
and thereupon Sweet voted the stock
for which Baldwin heretofore held n
proxy and the stockholders at this meet
ing undertook to remove the plaintiffs
from the board of directors, and to sub
stitute the defendant board of directors
This meeting was not called by the sec
retary of the corporation.
plaintiffs, who are original subscrib-
ers of 1882 shares of the stock, bring this
action to have all proceedings of the
parties claiming to be the present board
of directors vacated and annulled, and
for other relief.
'In my opinion, no bylaws were ever
adopted by this corporation, and none
ever took effect. Further, the meeting
of the stockholders, called in the man
ner above stated, for the removal of the
directors, was not called as provided by
section $40 of the civil code; and, in addi-
tion thereto, two-thirds of the stock
was not present at this meeting. In the
contract by which Sweet obtained the
money from the corporation and con-
veyed his patent rights he expressly
stipulated that 2050 shares should be
placed in the name of Baldwin by an
irrevocable proxy. The stockholders
as stockholders, had nothing to do with
IeNOAluS tllS IL uSl VI tIllS COIL
tract.
'There being no bylaws, under the
code the annual meeting was on the
first Tuesday in June. No annual meet
ing was held at that time.
I'm my opinion, therefore, all acts
and proceedings of every kind and char
acter attempted to be had by this cor
poration after the 18th of April, 1894,
were null and void, the record affirm
atively showing that the board of di-
rectors of the corporation, or the ma
jority thereof, We're never convened and
never participated in any of the meet
tngs subsequently called.
"All the proceedings complained of
having taken place without corporate
authority. or any authority, plain
tiffs are entitled to all of the
relief they pray for. Findings
and judgment are ordered in favor of
plaintiffs.