New-York tribune., 1900-09-30
SEEK TO ENJOIN EDWIN GOULD.
MINORITY STOCKHOLDERS IN SOUTHWEST
ERN WANT THE ANNUAL ELEC-
TJON PIT OFF

Samuel Untermyer of the firm of Guggenheincr
Untermyer & Marshall Yesterday obtained from
Justice Scott the Supreme Court an order direct
ing Edwin Gould and others to appear in court on
Monday and show cause why an injunction should
not issue restraining them from conducting the
anrral election of directors of the St Louis South
western Railroad Tuesday next. The election IS
scheduled to take place at st. Louis.
The application was made by Mr.. Untermyer on
behalf of Andrew Haes. of London and other
minority stockholders. who hold more than fifty
thousand of the $4,000 shares of the companys
stock Edwin Gould is president of the road
The complaint alleges that the estate of Jay
Gould owns only about seventy thousand shares Of
the stock but has been controlling the company
by obtaining proxies from year to year.
The Constitution of Missouri, under which the
road is Incorporated provides for cumulative vot-
ing and does not permit the election OF directors
In any way This is for the purpose OF secur-
ing to the n0rity stockholders representation on
the Board Cumulative voting is explained in the
Constitution as emitting stoCkholder 10 cast as
many votes as shall equal the number of shares
held, multiplied by the number of directors to be
elected. AS there are nine directors in the COM
pany this would entttle each one-nnth OF the STOCK
TO elect director.
At the election of officers last year, however.
President Gould secured the passage of a resOlu-
ton amending the bylaws to elect three
directors for three years three for two and three
for one year. II is alleged by the minority stock
holders that no notice of the proposed amendment
was given although the laws of Missouri require
that a notice of sixty days shall be given in case
Of a proposed change in the bylaws OF a corpora
ton The law also provides that the objects Of
each meeting shall be set forth in the notice. The
notice sent out say the plaintiffs, read TO the
effect that nine directors were to be elected for
the ensuing year. Nothing said about electing
directors for than one year 1t is asserted
that none of the stockholders who loaned their
stock to Mr. Gould were apprtsed of the fact that a
change was 10 be made. The amendment was put
through and the directors elected accordingly
Edwin Gould. Robert NJ galloway and w. s.
Pierce were elected for three years; Thomas T.
Eckert William II. Taylor and +. II. BrtttOn for
two wears and Murray Carleton, y. L. Wolf and
Albert Loeb for one year
AS a result Of the change in the bylaws il is as
serted that notice has been sent out that only
three directors will be chosen at the next meeting.
Ths il is alleged will give to Mr.. Gould, with the
proxies he holds the to elect all the direct
nrs and destroy the representation of the minority
stock holders as il viii take more than Oue-fOurth
of the stock TO elect director The plaintiffs say
that the manipulation O4 the bylaws is violation
of the Constitution and laws of Missouri
According TO Mr. Cntermyer there is rumOr in
large premiums to borrow the stock over election
SO as to elect three directors favorable 10 the
Gould interests. one member of the present Board
is distastefm to the GOuds, it is charged. and an
effort will be made to oust him II is charged that
the purpose of the GOUlds in trying to rid OF
the minority Stockholders representation is that
he road may be absorbed into the Missouri Pa
cifc system by lease or purchase.