The sun. [volume] (New York [N.Y.]) 1833-1916, 1906-06-19
ATTACKS EQUITABLE BOARD.
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after ua mrrlius Irtirl pnIhaticnllv s'
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thc lirretuts 80 iufruica sun" %trfsnns
]epulIui srp nlv fhrrc Nts wloh force IN
tho iurl contentious uul'r any citclhi-
sfar.t4, fut thu u.y Nfw#itrng crtnmi''oc
lave provided 'hi' o.uiy ruli,yhuldet shall
T.. rlnhlc o. " dirnt'uf Wheth"f I've he n
stlrhhuIiof 90 nui
fho meeting va. c,llcd tor tho rurpo-"
~ voting go llo Proposed naturalization
rInu n 'sr 7 Hmtiihlr uu u Op-ia ~ tweh'y
eight ,Irr.'rrt fp' The policy h"'d"rs nnd
tNcu'y i.ui fur M" stock Ahpu' i"'lN"
s~trrkhpIInrs Intended IA" meeting, rUpre-
epntinr ~ shares Grover Cleveland was
present a. rrprr-rniiug the sol -hnr"s held
hy the trustees 81 the RYAN minority stock
Mr.. cleveland i]rtroducoi tho resolution in
favor ~ the adoption ~ tho proposed
amended charter aud then proceeded Ia
vote the RYAN -rpck. The resolution was
carried hy a vote Of GHi shares for and ~
nyotnst. There were about ~ shares repre-
santed At tho meeting which weren't voted
All that IL needed now TO make the lnu-
tuallzailon plan - reality IL the vote of the
board Of directors and the approval OF the
State superintendent Of Insurance, The
directors wll pass favorahlv on the plan
next Wednesday. and then it will I've sent to
Albany There IL no doubt that the Super
tntendent will approve It
The minority stockholders made II plain
Yesterday that they intend to contest
the naturalization plan on constitutional
grounds Such an action is now before the
Court Of Appeals. and on its decision VIII
depend whether the new Armstrong COM
mittee law providing for the naturalization
of stock companies will stand. The minor
ity stockholders contend that the mutuali-
zation deprives them of a property right
and that the Legislature has no power to
confer that right upon the board OF trns-
tees and the minority stock.
Besides Mr.. Lord, six or seven other
minority stockholders, including Z. W.
Morse. protested yesterday. Here is Mr..
Lords formal protest, signed by himself
and by Frances. T. Lord, personally and ss
executriX of the estate of Daniel Lord:
For myself and on behalf of the stock
holders whom | represent "a proxy | pro-
test against the proposed action on the
ground that the charter which 1t Is pro-
posed to authorize the directors OF the
society to adopt contains provisions not
authorized by law and which violate the
rights of non-concurring stockholders. of
which | am one. The following are some
of the grounds OF my objections to the pro-
posed charter:
|. II Ia not in accordance with chapter s2e
of tho Laws OF 1900. tThe new Armstrong
committee naturalization act
2. If it il in accordance with said act, said
act is unconstI utional and cannot authorizelt.
8. 1t violates the injunction issued In the ac-
ton brought by me against the society.
4. While | protest ii is illegal to give policy
holders who are not At stockholders the right
to vote for directors OF tho society, still, II l
am wrong In this contention. | contend that
the present charter points out the way in
which policyholdrrS may be given the right
to vote Tor directors and the extent to which
such right may be given, and that the pro-
posed amendment OF the charter il designed
to give the right to vote for directors in a
different way and to a different extent TO the
prejudice of myself aud other uon-cunCur-
ring stockholders.
further object 10 the vote which | am
informed NIrssrs. Cleveland, O'Brien and
a.. aa,N a. . lt, -
on the ground that they are not stockholders
In this society as required by the present
charter of the society, and that the trust
agreement doted June IL. 1906. executed by
MIR. Thomas +. Ryan and Messrs. Cleveland,
O'Brien and Westinghouse is ineffective to
give tine persons named therein az trustees
the right to vote at u stockholders meeting
OF the society against the p-ote ~ OF mys2lt
and others ~ stockholders.
also desire to protest against the action
OF the persons ella i'm to be the board of
directors of the society in approving the pro-
posed an ended charter on the ground that
more than a ma iurity of the persons claiming
TO be directors of the society are not qualified
to act as such under the society's charter.
which reuu res that each director shall be a
proprietor of at least five shares of the So
Ciety's capital stock. am informed that more
more than a ma iority of those attending the
meeting al which the proposed charter was
approved are not propretors Of at least Ave
shares of the soCiety's capital stock, and that
while some of these persons pTesuming to act
as directors appear on the stock book Of the
society as the holders of five shares OF stock.
they are not in reality the proprietors OF such
shares. but have had the shares transferred
TO them on the books of the society by a fic-
~titious transaction. and have already either
Invested themselves of the control Of such
shares or have agreed TO dispose OF such
shares at the option of the nerson or persons
who permitted them to he used for the purpose
of attempting TO qualify such persons on the
stock book OF the society for the oflce of
directors
MI. Hyde still retains ffty-fve shares
of stock, but they were not represented at
the meeting, 1t was said that yesterdays
meeting was the first ever held by the stock
holders for any purpose other than electing
directors.
TN IT 4TCH orr INSJTR4N(F CnS.