The sun. [volume] (New York [N.Y.]) 1833-1916, 1905-05-02
HYDE MAKES A new OFFER.
SCHEME TO LET POLICYHOLD ERS
CHOOSE 20 DIRECTORS.


Eation Of the Equitable Life. His new offer
proyides for tho contingency Of Franklin
B. Lords succeeding in his application for
an injunction restraining the officers and
directors Of the society from carrying
into effect the provisions Of the proposed
amended charter. The proposition is con-
tained in an amended petition for psrnis-
sion TO intervene In the Lord suit filed yes
terdAy, and In as follows
IF II shall be determined by this court
that by reason Of the constitutional OF other
objections urged by the minority stock
holders the right TO vote for directors OF
the society cannot be taken from the stock
holders and transferred TO the policyholderB
IN the manner proposed, your petitioners
are Still prepared to carry out the substance
of the Arrangement made with the board OF
directors pursuant to which the board voted
for the said amended charter. To that end
they are willing that the majority Of the
stock shall be transferred for a term Of years
10 trustees, with power 10 vote for twenty
eight directors as determined by the policy
holders and for the remaining twenty-four
directors as designated by your petitioner
Hyde, subject 10 the arrangement Of details
and conditions
The @petidoners referred TO are Mr..
Hyde and W. II. McIntyre, constituting
majority OF the trustees Of the 500 shares OF
stock left in trust by Henry B. Hyde. The
third trustee, James w. Alexander, is not
one Of the petitioners, and the document
explains that he has taken position hostile
20 bis trust and tending to greatly impair
the value Of the subject thereof"
Mr.. Hyde and Mr.. Mcintyre say that they
were infiuenced TO make this new proposition
In view OF the wide difference Of opinion
among eminent counsel as TO the consu-
tutionaity of section 50 OF the Insurance
law, which gives 20 the board OF directors
Of an Insurance company the right to amend
its charter by majority vote OF the board.
No one representing Mr.. Hyde would say
yesterday what the nature of the "details
and conditions might be. Nor could II
be learned for what term of years Mr..
Hyde would be willing to have the policy
holders directors elected by trustees Of
his stock. Until such details were made
known the Alexander supporters refused
TO comment on the offer II is generally
understood that they will combat any
plan Of naturalization which does not pro-
vide for a permanent reorganization OF
the society.
Mr.. hyde in his petition, also meets the
objection that the consent Of the majority
Of the stock 10 amending the society's
charter was not obtained at a regular
meeting Of the stockholders held for that
purpose as provided in the State corporation
law. he has, he says, been advised
now that In order TO make effectual the
amendment Of the charter there should
be a vote Of three-ffths Of the stock in
favor Of such amendment. Mr.. Hyde
adds:
sTo enable me TO enforce the compromise
have been advised that ought TO insist
that such q meeting be held. ] am willing
to consent that at such meeting the ma
tcsity Of the stock shall be voted in favor
Of said amended charter
Il was the general opinion in Equitable
circles yesterday that meeting OF the
stockholders would be called for that pur-
pose within a few days. Six hundred Of
the 900 shares will be necessary for
favorable vote on the proposition. Mr..
hyde owns at least 500 shares, and it Is
thought that ne could easily control enough
more Only about one hundred and fifty
shares are represented by the minority
holders In the Lord suit.
The amended petition, inst cad Of being
free from the personal references objected
to by counsel for the Equitable, contains
moTe Of them than the original, Accom-
panying 1t is an affidavit by Mr.. Hyde,
dened on April 20, in which he says:
7Sincs the beginning Of this action
Games W. Alexander. the president and
Gaze Y, Tarbell the second vice-president,
both Of whom voted in the board Of direc-
tors IN favor Of the amended charter on
the distinct underst anding that such amend
ment was to be taken by the society and
the board of directors as a compromise and
settlement Of the conflicting claims for the
naturalization OF the societ V, and that there
vas to be reserved TO the stock the right to
elect a Of the 50 directors, in violation Of
said agreement and oftheir pledges renewed
the agitation TO take away from the stock
the rights thus reserved to il by tho agree
ment Of all part les.
leges further. have been "abetting and en-
couraRing the agents Of the company 10
aRitate for naturalization" that would take
from the stock the rights reserved to it and
for a transfer to the policyhoders of the
power to elect all the directors TO the ex-
clusion Of the stock.
M. Hyde asserts in his affidavit that the
amended charter in the form in which IL IA
now before the Superintendent Of Insurance
was approved by the board OF directors only
rs q compromise measure. II was agreed,
he says, by all the directors who voted for
the amended charter that, as a condition Of
the surrender by the majority Of the stock
TO the poicyholders OF the right to elect
twenty-eiRht directors, there should al
ways be reserved to the minority the right
to elect the remaining twenty-four direct
orr, Mr.. Hyde says that Elihu Root was
designated by the board at the request Of
all interests to act as coun sel for the society
IA presenting the amended charter to the
Superintendent Of Insurance for his ap
proval.
Samuel Untermyer, Mr.. Hyde's counsel.
submitted TO Justice Maddox yesterday
his amended brief. In 1t be advances the
argument that the section Of the Insurance
law, delegatilg to the board Of directors
Of an insurance company the right to amend
the companys charter, was Intended TO
be read In connection with the section Of
tho State Corporation law. which requires
q three-hfths vote Of the stock before such
q change may be made.
Edward NJ. Shepard, counsel for the
plaintiff, also filed his brief yesterday.
Mr.. Shepard takes up the question Of the
society's surplus and declares that, II the
company suspended business 'the assets
remaining, after the complete sati sfaction
Of all outstanding policies, or other con-
tracts Of the company, would be dis ributabre
to the stockholders.
This amount, Mr.. Shepard points out.
has been conceded by President Alexander
70 be at least $40 600
"In any ~ Mt, says Mr.. Shepard the
right Of tAN stockholders in the surplus
Il a very large and substantial right
The Prick investigating committee, IN
accordance with its public amour oerneT (
on Saturday. began holding regular daily