The Salt Lake herald. [volume] (Salt Lake City [Utah]) 1870-1909, 1907-02-10
DIRECTORS OFFER
SWEEPING DENIAL
Snirited Answer Filed in Suit
Brought by St. Joe Co.
Stockholders.
RAD FAITH Is ALLEGED
UP IN DETAIL.
BAD FAITH IS ALLEGED

w IN DC All.
An answer was filed Saturday In the
s,strlct court by the defendants in a suit
0Ied about week ago by Ellen Carey.
W. Smell, w. H. Morgan. Hyrum Nor
=, Louise Mccarthy. Mary Z. Williams
spd Mrs. Charles Rose against the St
loo Mining company, r.. A Hasbrouck.
W & Burton. d. II Wenger, A w.
vente and J. r Burton.
In the bill OF complaint IL was alleged
that certain Of the defendants were act
ing az directors and officers OF the com
lrany without being duly qualified. To
his allegation the answer says: 1T is
denied that said Director Barton Is act
ing without having qualified as such di-
rector. admit that defendants Hasbrouck
Srd Burton have held office practically
iSiuco the organization Of the corporation
and that defendants Mente has been q d.
rector since 1901 and said Wenger since
Jsel and that the last named defendant
has been and is the legal adviser OF said
Attendants HashrouCk and Burton as Of
Ulcers Of the defendant corporation and
has been since 1901. and that all times has
had and now has an intimate knowledge
Iof at the affairs pertaining to the man.
kaRement and direction OF said corpora
zion
cepting the plaintiff ]. NJ. Morgan. are
maid I'D shares OF the capital stock OF
lFaid corporation.
Deny Owning Control.
Deny that the defendants Hasbrouck.
Burton. Wenger. Burton and Mente own
bOr have control OF a majority iOf the cap
htal stock. OF that in any manner they
l1nanage or control said corporation or
l3ts policy. excepting through the action
lof the stockholders. who. by virtue OF
ltheir shares. have placed them In posi-
stion Of directors Of said corporation, and
who BY giving to them their proxies. en-
able them TO control said corporation: ad-
INIT that the said directors have called or
did call a meeting Of said stockholders
by publication as stated In the complaint
for the purpose Of amending the articles
OF Incorporation. and further alleges that
on tO-wit the 5th day OF February. 1907
and prior TO the services OF summons
complaint or restraining order in this nc-
zion. and by vote exceeding two-thirCs or
all the issueu and outstanding capital
stock. did amend the articles of fncorpo-
ration so as TO make the capital stock
Thereof assessable TO the pleasure OF the
Board OF directors"
In the matter Of bylaws the complaint
alleges that there are in existence certain
bylaws, to which the answer says:
Deny that there are now. or since the
2lst day Of December. 1901 there have
been In existence any bylaws of the cor
poration. and further allege that the said
pihnutt, Ellen Carey. who is the prin-
Cipal complainant herein. was herself. at
The time said bylaws we're adopted a
1nenber Of the board Of directors. and
participated I'm and assented to the adop-
ton Of the same"
Books Open for Inspection.
II Is alleged in the complaint that the
pialntuf stockholders have not had all
The rights and privileges of stockholders
ana nave not had full opportunity to in
spect me books and minutes of the cor
porauon To this the answer saws:
Deny that there has not been since
The organization of said company any
1iill exposition OF the transactions of its
otucers, or any accounting for the mon
eys received by them I'm trust for the
company or for trust funds: but on the
contrary allege that at all times the
stockholders have. as hereinbefore stated
had fun opportunity 10 examine and audit
ne accounts of the corporation. and par
ucularly allege that in the year 1903 on
November q at the annual meeting of
Inc stockholders Of the corporation. the
following proceedings took place: 1T was
moved by j. w. Smell and seconded by
J. III. Carey husband Of the plaintiff
herein) that a committee be appointed to
audit the books of the company and the
report or the secretary and easurer. the
expenses OF such examination TO be paid
by the company
Accordingly the books and report were
audited by competent accountants who in
their findings stated that the books and
Fraud Is Denied.
The defendants deny that they have in
any way entered into any fraudulent
tvesllnss WIN connection TO the sale of
ule eompanys treasury stock or for their
personal interests whatsoever. 1t is stat
"a IN the answer all stock that has been
SOLO has been with the full knowledge
ana consent OF the plaintiff stockholders
enc mat all sales Of stock are matter
OF record.
g. IL Is denied that the defendants unIaw-
.uliy allowed 70 Mente the sum Of S212 50
or any other sum whatsoever as travel
,s expenses 10 attend a board meeting
~ SAT- Lake City. as alleged by the
tleihtitts' or that any stock was unlaw-
ttpHy issued to Mente. IL is also denied
Ilal hasbrouck or any of his associates
nav raudulently managed the affair."
"a tue corporation or have unlaWfllly
tU.i'eu az the expense Of the corpora
The defendants deny that the cash in
sIt company's treasury has been charged
I'm me expenditure of $4,000 on account
~ ne purchase Of the Fire King mining
eo 1sln on that there is any false entry in
me defendants deny that the company
nsovent or that they have misappro-
siie sec or given away any moneys. and
sueee that the company has been man
ESQ with honesty and fidelity. and that
s ~ stockholders have been notified from
tis 20 time by circulars and letters no
or the company.
III Is further denied that the defendants
se mad any desire to either secrete or
10Y any OF the books or accounts
Il Noueners OF the company or that there
w;S Danger that such books or papers
WI be made away with.
Refer to Previous Suit.
a1 AS TO the. operating OF the mine. the
AsMer states.
IS utSe DEFENDANTS allege that the same
tho 10y being operated to the extent that
ssnoe eetors and stockholders desire the
,ha1 e 10 be operated. for the reason that
Whish are no more funds on hand with
In H. tc pay for the same"
t,ef conclusion. In answer to the pfain-
.,r complaint IL is stated:
tio,, tF defendants allege that this ac-
for tb ~ not brought in good faith. but
for,, ,he purpose OF hampering and inter-
iirers5,.FN YIN the plans of the board OF
holSo-. dna the majority of the stock
r,-iD- IN financing the same and car
lnst,e.t ~ us work; that this action is
nfornacssu' as. these defendants are well