New-York tribune. [volume] (New York [N.Y.]) 1866-1924, 1906-05-24
TO MUTUALIZE AT ONCE
POIicyhOlders Nay Elect 28 Direc-
tors NeFt December.


nounced yesterday by President Paul Morton
The plan involves the making public OF a com
plete list Of the Equitable pOlicyholders five
months in advance Of the annual meeting.
The amended charter will be submitted to the
present board Of directors on May 81, and Is TO
be ratified by the stockholders early in June. ac-
cOrding TO the programme Mr.. Morton de-
clared yesterday that the stock held by Thomas
F. Ryan would be voted to confirm the amended
charter.
The amended charter" Mr.. Morton said. "er-
bodies all the promises made by Mr.. Ryan vOlun-
tariIy at the time he purchased his stock and re-
peated by him when witness before the Arm
strong committee. II provides that the twenty
eight policyhoder- directors shall be elected with
the same fOrmalitIes and subject 20 the same
safeguards as are provided by the new law for
the election OF directors Of strictly mutual Hss
insurance companies. The pOlicyhoIders are al
ready we'll represented in the Equitable board.
as a majority OF the existing directors are poll
icyhOlders elected by or upon the recommended
tion of Mr. Cleveland and his associates after
communication with the poIicyholders at large.
Il should add that the trustees who vote a
majority of the stock OF the society and Mr.
Ryan. the owner OF the stock are heartily IN
favor Of giving the poIicyhoIders the right 20
! elect a majority Of the directors. and that the
/ proposed amended charter comes to us with
| that as soon the opportunity is given Mr..
Ryans stock will be voted for its adoption
We advised by counsel that the injunc-
| ton order in force will have To be uodis
| fed before formal action can be taken upon this
charter, and We have instructed counsel to ap-
ply to the court at once for the necessary rnodi-
| fcation of the order
The amended charter was prepared by Paul
d. Cravath. Mr. Ryans attorney Mr.. Ryan was
Il
would not be in town for fortnight. Mr.
Cleveland passed through the city yesterday on
his way from New Hampshire TO his home in
Princeton. Mr.. Morton made public a letter
which he had received from Mr. Cleveland
under date of May %. in part, as follows:
deem it proper. on behalf Of the trustees rep
Life Assurance Society. that should bring before
you and your directors al this time the subject of
directors may under the laws lately enacted.
| The trust agreement under which Judge O-Brien.
Mr.. Westinghouse and are acting. after recttins
TIaI pH w ton ~ is Cors,r9rnaton hV ItieatioD and
| so far as practicable. the purposes Of such plan
stock of the society IN respect of said stock TO
take in their discretion by vote thereOh oI OthSt
| consumma ton Of said plan for the naturalization
The trustees have thus far acted upon the theory
that until change In the law PeTmtIed an atnen4 %
/ raCtors could he elected directly by the policy
53bsfe n9efTs t6ereor by brSSing about the eiecton
of sufficient number OF pollsyhqders 20 give Ine
thro1sh the action OF the after such con
9ossibe II has been assumed that when the law
made il possible to amend mend tne SI'er ~ rot % f5r III
would vote the stock and their efforts for such
1t has been the expectation Of the Arms1Tong S4az
/ would be amended in time to permit twenty-eight
/ annual meeting next December. and think IT IS
important that this should 6e doRe, s,o,,,5 h
/ submitted to your board at its next neetins u
/ tive soon as possible ,,,,
request that meeting Of the S stocknoiders BE-
| cable. that the necessary action by a majority
The proposed amended charter and this letter
| have been submitted 10 Judge OBrien and have
ntted TO Mr. Westinghouse who is in Europe. but
oa full ne 70 n ouBt that he Win Join With
| Judge O'Brien and myself In supporting the Sug-
/ gestiOns herein contained
Mr.. Morton also gave out copies Of circular
/ letter he had sent to each OF the directors. in
part follows:
I agree with NIr Cleveland that under the cir
crnsances II is desirable TO amend the sOcety's
charter that twenty-eight OF the directors may be
elected by the pOlicyhoders in the manner outlined
| in the amended charter Such an amendment
clearly contemplated by the trust agreement. under
of the society was transferred essrs. Cleveland:
o. Rrieu and Westinghouse Mr. Ryan. as owner or
the stock and the trustees who vote the stock ara
/ pledged 10 such amendment. and u seems to
/ have been the expectation OF the Armstrong COM
mittee ana their counsel thar the amendment would
| be made IN time permit the twenty-etght pCHCy-
! next December Inasmuch as the procedure called
for by law requires the list OF policy holders
least five before the election IL is desirable
Should s '5' be taken at the next meeting Of The direct
ors a special meeting of the stockholders. TO act
the amended charter VIII be held early IN the
You will please take this letter as notice that at
the regular monthly meeting OF the board OF direc-
closed amended charter viii be presented and action
Injunction order in the OF Lord al. against
/ the society has been modified as not 10 prevent
/ such action
The injunction obtained in the suit Of Franklin
B. Lord to which Mr.. Morton refers. was
granted before the passage of the new law. The
courts granted the injunction to prevent the
election of tv nty-eight directors by the policy
! holders on the ground that the proposed change
| in the charter would deprive the Equitable stock
| of its voting power. Counsel for the Equitable
now believe that the injunction be modified
They Will make immediate application for such
a modification. on the ground that the public
! interests. as expressed in the new law, demand
| the naturalization of the society. The amended
/ charter has been drawn in strict conformity TO
/ the new law.
/ The amended charter. prepared by Mr.
/ Cravath. provides that the terms of TWENTY
I eight Of the directors shall expire on December
\ 81 including five now vacant. The twenty-three
/ directors who will go out under the amended
! charter 70 make room for directors TO be elected
by the Folicyholders are. ]. j. Albright Buffalo:
/ H. NJ. Alexander New York. T. De Witt Clvler
/ Philadelphia; Thomas T. Eckert. New York.
James g. FOrgan. Chicago; George J. Gould.
( New York. Alexander G. Humphreys New York