The Salt Lake herald. [volume] (Salt Lake City [Utah]) 1870-1909, 1899-06-23
Protests Filed Against Transfer of
the Property.
WAS A SPIRITED SESSION
MINORITY OF STOCKHOLDERS
OPPOSE SALE.
Resolution Empowering Board of Di-
rectors 70 Do So Passed-Question
Arises, Can They Do ItP-Differ-
ences of Opinion Expressed Con-
corning the Matter.

The heaviest stockholders in the New
Mammoth mine at Bingham have en-
countered difficulty in the movement to
sell the property outright to eastern
parties at rate of 80 cents per share
a special stockholders meeting was
held yesterday to take action in the
matter and over 400, 600 shares was rep
resented out of the total capitalization
Of 900 shares.
When the proposition came TO a vote.
after some very spirited discussion had
been INDUCED in. it was found that the
holders of 1910 shares of the stock Vot-
ed adversely. The motion receiving a
majority Of the stock, it was declared
carried, and the board of directors We're
empowered to make the sale, where
upon Attorney c. o. Whittemore put in
an appearance for the minority and
submitted a written protest against
such proceedings, which, he said, was
made on the grounds that the holders
of a minority of the stock believed that
the price for which it was proposed to
sell the property was not satisfactory:
that they believed the property was
worth more money, and therefore they
were not willing to give their support
TO the transaction.
The stockholders making the protest
are George Moore, Mary L. Keate. J. II.
Keate, Frank II. Clifton and George F.
Sprague.
The meeting was harmonious, and al
though there We're differences of opin-
ion expressed, the proceedings were
good-natured.
A few weeks ago eastern capitalists.
who now own some of the company's
stock, were here and made an eXamina
ton of the property. They were so we'll
pleased with the appearance of the
mine that they undertook to get con-
troll or the corporation. They made an
offer OF over 90 cents a share for 800, 600
shares of the stock, on a basis of con-
sderably over a quarter of a million
dollars for the property
The offer was accepted by the larger
holders, who forthwith deposited the
stock in one of the banks, with an OPP
ton naming the condition of the pay
ments.
The parties taking the option are anx-
ious TO get all the stock, hence the
meeting was called and all shareholders
given the opportunity to unload their |
stock at the same figures.
Just what action will be taken re- !
mains to be sesn, but those who favor |
the sale do not think the action taken |
at yesterdays meeting will interfere in |
any way with the option. They do not |
believe the eastern parties will forfeit |
what they have paid down, inaSmuch |
as they will have considerably more /
than the control.
Manager Z. G. RognOn was seen and |
stated that the buyers would be notified |
as to the present status of affairs. He |
believed in all probability that they
would go ahead with the deal without |
all of the stock in their hands; in fact.
he said all who had placed their stock
in escrow desired and hoped that these
gentlemen would be satisfied with the
control, as they did not like to see anv
stakeholder forced to sell out.
Legal authorities have been consulted
and there is a difference of opinion as
TO the ability of the owners of a ma
jority of the stock of a corporation to
sell property where any opposition
exists.
There appears to be no state statute
governing such instances, but certain
lawyers claim that a sale can be con-
summated under such conditions, pro-
vided the price for which the stock is !
sold is not unreasonable and where it
is shown that no fraud has been prac-
ticed in making such deal by a ma
jority of the stockholders. A precedent
of this KIND, it is claimed, has been es-
tablished in New Jersey, and it is be-
lieved by them that the same rule can
be made to hold here.
Attorney Whittemore claims that the
property cannot be sold unless it is the
unanimous wish of the stockholders.
No Shareholder in a corporation, he
claims, can speak for another without
authority, and where one owner of
stock makes an objection in the matter
of the transfer of a property, he can
not be forced to sell his holdings Indi-
viduals have a right to sell their hold
ings or to keep them, just as they
choose.
The small holders think the property
is worth more money than the larger
ones are getting. Some say they would
take rs cents a share, while others
maintain the stock is worth every cent
of a dollar a share.