The Providence news. (Providence [R.I.]) 1891-1906, 1897-05-17
$50 O'CLOCK.
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DENNIS MOVES,
Seeks a MandamuS From
the Appellate Court.
To Compel Recording Of Votes
Declaring Dividends.
Latest Phase Of Troubles OF Stock
holders in JOSlin Co.

There was n very interesting hearing
in the Appellate Court this morning on
the petition of Arthur W Dennis Tor
writ of mandamus to compel Henry r.
Smith, secretary of the Jos!in Manuiactur.
ing Company TO enter upon the boohs ol
the company "A number of votes II ls
claimed were duly passed by the directors.
In 1894 William II. .Ioslin, Frank i.
Parsons and Arthur w. Dennis were the
sole stockholders Of the doslin Manuidc-
turing Company with mill IN Scltuate
where shoe laces and other small wares
were manufactured. The same parties
were also engaged i'm the manufacture ot
the same articles In mill ON SpragCe
street in this city, but each concei was
entirely independent OF the Other, ana IT
was in its efforts 10 ride more than one
wheel that the company, or at least It's
members, came to grief
The controversy - an extended one ana
has been in court of and on for the past
two years, but the merits OF the contro-
,crsy were never as fully set iorth IN
court as they were today.
AT "A pre-, ious hearing when Messrs.
Parsons and Dennis 1ued to recover GER
tain dividends that had been noted, but
not recorded, the court held no eVl-
dence could be admitted TO contradict the
records OF the corporation. The present
proceeding is brought to practically amend
the record by asserting votes, that it Is
claimed were passed, providing that GER
tain Withdrawals for, benefit Of the MEM
bers of the corporation should be con
sidered as dividends and not as debts due
the company.
Mr. .Ioslin i'm his testimony today said
that When he was frozen out OF the
Sprague street concern he started some
schemes to protect himself in regard 20
the Scituate property. Mr.. Dennis and
Mr.. Parsons had charge Of the Sprague
street concern while Mr.. Joslin, with the
occasional assistance OF MIR. Parsons, man
aged theScituate mill. Mr.. Smith IL now the
secretary of the .Ioslin Company he enter
ing the corporation by invitation OF Mr..
j lslin Just about the time the war be-
tween the latter and Messrs. Dennis and
Parsons was reaching an active stage.
All Voted fr the Dividend.
Mr.. Dennis testified that on July II,
1894, the annual meeting of the corpora.
tion was held and the customary state
ment OF affairs was made. After the cleo
tion of officers tine stockholders adjourned
and Immediately met again as directors
Witness had drawn up on piece of paper
an entry he and MIR Joslin agreed should
be entered on the records. 1t was handed
to the secretary as drawn UP in pencil and
provided for AN 5000 dividend. Witness
as presiding officer Of the directors put
the motion and all voted for it. Mr..
Dennis believed that the records We're To
be copied from the memorandum taken by
the secretary. mir. Joslin at this meeting,
witness said, remarked that nc had no
other income than that derived from the
Joslin Manufacturing Company and he
was authorized to draw such sums as he
might need for his personal affairs. MIR.
Dennis drew nothing and when the dlyi-
md nf& N hu1
ABOUT $40, 600 quick assets on hand beyond
all debts of the company. These with
drawals on Joslin's part were 60 be con
eidered dividends after the general meet
ing IN January, 1885. At the latter meet
ing "a dividend of $40, 900 was voted TO
make up the Withdrawals and also that
the three members OF tho company should
receive $1,000 month 60 be entered In a
lump at the annual meeting of the com
pany in July, ISiAo. Mr.. Dennis testified
that the other portions of the increase Of
the com pany had been from time 10 timc
divided among the members and no rrc-
ord made ON the books The vote was by
drawal. Witness admitted this was a
loose way OF doing business. Tho rela-
tlons of tho three parties wore very
friendly until April, 1885. Mr.. Dennis
had little 20 do with the management of
the Scituate concern except preside as
Admits There Wa Trouble.
On cross examination Mr. Dennis ad-
mittcd that all parties were interested In
another concern in tbs city known as tho
William T. JOslin Company ana there
was somo trouble as "a result OF which
MIR. Dennis and Mr.. Parsons took charge
of the management of the city concern
and Mr.. Joslln OF the Scituate one. Tho
annual meeting OF July, 1895, was ad e
journed before Its business Was completed
I'd a day I'm August
Witness was subjected To a very rigid
cross-examinatiOn as TO conversation with
Henry T.. Smith at the Pomham Club in
which the latter claimed Mr.. Josliu an
preached him about Joining che corpora
fion and witness reply Aau bocn that the
corporation was good one. As % this
subject Mr. Dennis rocoilCCtions were not
clear and he could not recall Mr.. smith <
asking him why, II the concern was I'm
such good shape IL had paid no divi.
dends. nor his answer that tho money
had been usod in making repairs and
improvements ~ rapidly a. possible.
In reply CO further quo tiOns MIR Dennis
said the CORPORATION owed Si0OO 90 the
Bank of America. now the Union Trust
Company 5000 for cotton and other debts
At the time the dividends were voted.
Also that he had borrowed the money tu
pay for his stock In the corporation but
denied TINT be ever objected to the paying
of dividends until debts were paid
Frank X Parsons, secretary OF the
corporation at the time, corroborated the
statement Of Mr.. Dennis In regard 20 tic
1otes taken at the July meeting m ls9i
and January. 1890, in regard to DIVIDENDS
ana Withdrawals
Judge Asks a Question.
Judge 1illinghast asked the witness
why the record was not made and witnes.
said be bad never heen secretary OF I
corporation before and he thought thG
entries I'm the ledger and Journal sufficient.
Witness oited several votes that he claimed
were passed werv not recorded.
Mr.. Parsons said all parties ngreed Z,
the withdrawal of the 5000 a mo1th, but
there was no formal vote ON this. Nitnesl
owdd 5000 money ne borrowed 10 pay fUl
his stock Al the time dividends wcr,
votel witness received n salary of sloO
and Mr. Josiin received n salary OF S2On
In May fSl{ Mr. Parsons had "A lctrpl