The sun. [volume] (New York [N.Y.]) 1833-1916, 1903-03-18
KEENE HASASAYM SO.PACIFIC
POOL CAN ELECT DIRECTORS ny
CUMULATIVE VOTING.
Majority OF the Members OF the Pool Have
Consented TO It's Continuance Until
After the Annual Meeting Street
Watches the Fight With Interest.

Watches the Fight with Interest.
Through a statement given out yester-
day by the law firm OF Hoadly. Lauterbach
a johnson. counsel OF Talbot ]. Taylor a
Co.. brokers Of James r. Keene. Wall Street
learned for the first time that the big pool
in Southern Pacific stock, Of which Mr..
Keene Ia manager, IL sure to be able TO get
some representation on the board OF d.
rectors OF the Southern Pacific company
at the coming annual election because
the laws Of the State OF Kentucky permit
cumulative voting OF stock. 90 that minority
interests may secure representation. That
this il 40 was confirmed by representative
OF the Union Pacific Railroad interests.
which now control and manage the Southern
Pacific company.
The statement Of Hoadly. Lauterbach
the holding OF tho election could be pre-
vented by the Union Pacific interests fall
ing. in case they were enjoined from voting
the So00O0,OO0 of Southern Pacific stock
held by the Union Pacific Railroad. to attend
the meeting with the other proxies that
they might have collected. no that only
minority az the total stock would be present.
Here Is what Hoadly, Lauterbach John
son cay:
At common law such Of the shareholders
aSHss RaVS or ne
tion OF business and majority Of that quorum
have authority TO represent the corporsSon,
ern Pacific Company is RECOMMENDATION OF
the common law. and nothing more, lie
trsnssetins business the ' Votes Of : majority
OF those present In person or by proxy at any
meeting OF the stockholdsrs shall be cast.
statute Is entirely immaterisl. since the cleo
ton Of the directors Of CORPORATION Is 2
matter entirely apart from TIE stoexhoId srS
refers to business TO be transacted and not TO
tho election OF directors.
presence OF duly constituted inspectors to
receive the votes OF such OF the shareholder
as choose TO avail OF their right to vote Is all
, that G nsSssssry No meeting Whatever
In the State OF Kentucky. a. in all other
s sroSided s or i in ih. spste netSer
presence nor the absence OF majority OF the
stock issued can affect the right Of the minority
deeires. In order to secure = re representation
OF the minority.
Any other construction would soso rsnrs
-entation by the. right oi exercise Of cumuls-
tive voting which prevails in Kentucky.
1t was officially announced yesterday that
a majority Of the members OF the keene pool
have given their consent to an extension OF
time for the existence Of the pool to April 10
and that the pool had therefore been ex-
tended TO that time. This carries the
period Of its existence over April g.. the
date for the annual meeting Of the Southern
Pacific Company. Wall Street continues
to be greatly interested in the varying
phases OF the contest between tho keene
pool and the Union Pacific interests.
Lines In the fight yesterday appeared
to be az tightly drawn as at any time since
the contest began. Both sides were I'M
derstood to be gathering In proxies for
use at the meeting from whatever source
they can obtain them.
A representative Of the Union Pacific
interests criticised the official announce
ment that the K.ene pool was to continue
In existence TO April 10 on the ground that
to enable such continuance every member
of the pool must have consented TO the eK-
tension OF time, something which he WAS
sure was not so. All that could have been
arranged. he explained, was the contin.
uance Of a majority Of the pool until April
TO- That a majority would agree TO the
proposed continuance was certainty.
Tor Mr.. Keene and the Taylor firm. he
said, together represented fully 20 per-
cent OF the entire pool. The pool has been
reported AZ aggregating $4,000 shares
and that would make the keene-Tayior
interests liz 900 shares.
On the New York Stock Exchange yes
terday Southern Pacific stock showed
firrnness all day. at one time touching
All and closing at 6si6 or y Of q point
above Mondays close. Tho course OF the
stock was watched narrowly by the Wall
Street traders. Ali sorts OF stories hs VI
been circulating In Wall Street a. to tho
probable outcome Of the present situation:
They have ranged from predictions Of
corne 70 and panlcs to allegations that the
whole contest was merely q bluh gotten
up for effect on the general stock market.