The Anaconda standard. [volume] (Anaconda, Mont.) 1889-1970, 1898-09-08

init the Central Trust company TO vote
SOS. 000 shares OF the stock 81 detend-
ant. although IL has no beneficial IN
tsrcst in the same. Plaintiff n0iihea
the Central Trust company Of its 'ueL'
II Is alleged also that on Nov. > is''
plaintiff asked the directors Of dtieha-
ant 10 reconsider their resolution TO
present the proposition or r AhE'
Heinzs. but they refused TO q" 50
Defendant demurred 90 the blll OF
nlafntin on the ground, first. that IL
appaars. by the compliments own
showing by the bill. that II Is not en-
titled TO the relief prayed ny tue SaIu
bill against the defendant Se'oha' tud'
IL appears by The said bill there are
divers other persons who are necessary
partIes to the said bill, but who are
not made parties thereto. There IS also
a ground Of stated 10 ma
part Of the bill which seeks TO enJolh
tho defendant from permitting the
central Trust company 10 vote lhe
shares Of stock standing in it's name
because Il has no beneficial interest va
Tho same. The bill Is also
10 because the Central Trust company
is not a party 20 the suit, ana pt-
rause the stockholders are not a party
fo INC hin. l think the bill states SUI
6cigut grounds for equitable r'll"I. ~
shows that the defendant proposes !"
sell certain mining properly u" NJ
HsiuZc for 500. 600. That the sald pI"u..
ertv Is worth Sl50.uOn ~ that plalutlu
has offered To- pay that sum therefor.
THAT Notwithstanding this oher u pro
Doeed To carry out tho proposition 10
sell to HcInze. That more than three
fourth Of the stockholders OF said com
many are committed to this proposition
That a meeting Of the ~tockholders Is
called. and unless restrained VIII &C
cent said proposition notwithstandlhE
nIafntin's offer. That plaintiff. owning
| some $500 shares Of the stock OF ue-
PENDANT. will be damaged.
1T is urged that the ~ockh6La
sbould be a party 10 this bill. When
the stockholders act in a meeting TO
consider the proposition to sell "a III
inc claim. they act for the
They are acting as much for the com
pany as a board OF directors when CON
vened to consider the business OF a cor
poration they represent. The SAFE II
10 be made by the corporation when
authorized by a proper vote OF the
etockholders. While IL is true that the
reason that the power To authollZe a
sale Of mining property Is refeifeu ny
the stockholders of the corpors'.pL
stockholders. still the authorizing. OF
Inc sale Is the act Of the corporation.
Their action not being an indiViduai
action. but a corporation ac'lon' u -
not necessary that the ~stoCkhoIdetS
should be parties 10 the suit. II Is
GtfIOIdkt IdlllNA AlA"A
that Is sought to be enjoined. -,
"It is claimed that the suit should
he maintained for the benefit OF All
the stockholders. Any VINO
is threatened TO be damaged py the
omcers Of the mpa or by a ma
iority or IN this case by two-thirds or
tbree-fourths of his co-s"hareholders
NAV maintain a suit TO prevent the
threatened injuries. The notllcatloh 70
the directors of the company OF lhe
offer of plaintiff to bid for SAID prop
! ertv $3.50. 600, | think. Is sufficient notin-
J cotion 10 the mpan 1t has beer
: hold that when notice Of a fact Is ElNer
/ 10 a director, and ven In some cases
10 a stakeholder Of a company, II WI
be notice to the company where IN,
. notice given 10 the director Is INTENDED
. for his official action as n director 81
y whore IL Is his official duty to conside'
!. the matter of which he has notice.
> "A proposition Of purchase which ]
= IL sought TO he made 90 a company,
\. conceive may be made in the sam
: way. ! see no reason why the sam,
rule may not apply In one case as wei
"a in the other. There seems to b
' some objection to the mode OF IN
h rNsr II is claimed that the ofer l
J 10 bid an upset price Of $4,000 for tn
property II II is put up at public auc
tlon. 1t does not appear that this wa
the only proposition Of purchase MAD
NA. NNNaHANIAAaAa 4 hAfA e"
ever. that as a matter Of law the cour
b should hold that this was a propositio
which the defendant was not bound |
consider. I hin ii should he consld
cred as a matter OF fact as to whethe
his was a reasonable proposition c
not For these reasons I think the ger
eraI muir should be oNerruled.
There Is n demurrer to that part {
the bill that sets forth that the Ger
trial Trust company, although ownin
or holding some a66,uO0 shares or II
stock Of the defendant which stano
I'm its books in the name Of said Tru'
, rounanv. has no beneficial interest
tho same and asks that defendant
eninincd from allowing said Trust con
punv from voting the same. Sectl'
t72 Of the civil code Of Montana pr
yides that as between the parties
- the transaction stock may be tran
, ferred by the owner indorsing on u
back thereof. but that such transfer
not valid except between the partl
thereto until the same is so enter'
upon the looks of the corporation
~ To show the names Of the parties
and TO whom transferred, the NUMB
4 or designation OF the shares and {
date Of the transfer
This matter OF the transfer
shares Of stock is discussed i'm secti
10 Of Marawetz on corporations, a.
u is said;
Incorporating articles u aEi'
ment or bylaws OF corporations ha
ing transferable shares in alm'
every instance provide that the sha'
shall be transferable only BY ent
UNION the books Of the company, a
that a new certificate shall Issue
- the transferee upon surrender OF I
outstanding certificate. The purpose
the provision Of this kim Is manif'
II is 10 provide the company and ~
sons dealing with the company W
: the means OF ascertaininE who are
shareholders. II "a transfer could
:. executed without an entry OF
transfer upon the company.s BOOKS,
would be practically impossible to KIN
who are entitled 10 vote at meetin
10 whom dividends can be paid 9
who are liable as shareholders to
company and to creditors. BY root