Daily press. [volume] (Newport News, Va.) 1896-current, 1908-11-15

of Baker, was undoubtedly the result
OF q conspiracy on the part OF bar
hau, Baker and MILESTONE. and ior
that reason any steps taken to relieve
Barhsm. Baker or Baker and Vaughan
Of any Of their just obligations should
not be allowed. The record TURNER
discloses the fact that ut that time
the board consisted Of nine memberR
that At this meeting there were only
Ave members present including 4. N
Tennis, who admitted In his testimony
that he did not at that time own one
share Of stock in the company, nor
had he paid anything. but simply con-
tracted to buy Ave shares. which was
not delivered or paid for until some
time after the said meeting. There
fore. there icing no quorum at the
meSting. no business whatever couid
have been transacted. ! VIII staie
further that there are no minutes OF
the stockholders meeting or Of this
meeting OF the board OF September
10th. and there is much conflict OF
evidence as to what did actually take
place.
Meetings "Deiibsrately Held"
Il find that any action taken to re-
lieye Baker and Vaughan. Charles
Baker or Barham, Of any OF their just
obligations. must be Of no effect ana
invalid, both as regards the meeting
of the executive committee OF Sep
TENDER Z, 1907. and the board OF d.
rectors OF September 10. 1907. For
these meetings, az the record clearly
shows, were held deliberately for this
purpose, and also upon the advice OF
counsel. Tennis was not a Qualihed
director. and Baker and MILESTONE
being parties In interest. had no r'eht
to vote on questions affecting them
selves at a directors meeting; nor
could Baker and Barham vote on
questions affecting themselves at the
executive committee meeting. As 70
parties in interest voting, see Trip
lett v. Fauver. 1O3 Va. 1923: Code OF
Virginia. Section 1922. As to lack OF
quorum, see Code. Section TIPS a;
subsection Is: also Section 1924 D.
subsection 13.
while Barham was to pay all eX-
penses during construction. yet, me-
deliberately. acting as general manag-
er, obligated the company for part
of the construction expenses. which
I have charged to him. as will appear
later. have charged to Barham all
amounts expended by the company on
account Of his contract, and all QUIZ
cations Incurred on account Of bis
original contract which have not YET
been paid by the company: the
amount saved by changing size OF
pipe and cost Of mains he should nave
laid. Baker and Vaughan claim to
have advanced large sums Of none!
10 the company on account Of opera
ton and to pay for certain indebted.
ness incurred by Barham. While II
must be admitted that inasmuch as
the company made no provision Tor
operation. and as firmly believe mat
Baker did advance money from time
to time. yet although called upon time
and again by the master to make SET
Element or statement OF his accounts
bc. or they failed to do SO. and only
very recently did they send stale
ment Of their transaction. wnicn
was q mere column Of figures, IN
many instances unsupported by
vouchers. unintelligible and without
explanation.-ail OF which are hied
with the record. While In New York
I attempted to 90 into these various
accounts, and although they had no
tice OF my coming. no attempt was
made to straighten out these matters
prior to my coming.
49,. A. hopsicbo ,1anale. e.
After an Investigation Of these &C
counts Of Baker and Vaughan or
Charles Baker. and after examination
Of the books, and vouchers Of the COM
pany,-many OF which are missing
the numbers of many being chang d,
I and the account Of Baker ana
yaughan.-which practically includes
the account OF Charles Baker. tress-
urer, In connection with their trans
actions with the company. In a hope
less maze and tansle. and that 1t Vas
utterly impossible to reach any den
mite conclusion or strike any correct
balance. It Is doubtful II even an ex'
pert accountant couid strengthen these
matters out. He BAKERY admitted
that after making an allowance fos
all outstanding notes and ooiteattoo1
which had been issued to hts Arm o.
Baker and Vaughan. that he voaId
owe the company approximately BE-
tween 81. 10000 and $1-500.00. In 60
ing over as best could, their various
items. find q number Of items which.
in my opinion, they are clearly NOT
entitled to, . list Of which appears
later In detail, and with which have
charged Il. 4 Y. There Is this much
to b. said. however. in behalf OF
Charles Baker.-shat from January,
1907. to September. 1907. there Vas
no meeting Of the board Of directors.
nor any meeting subsequent to that
date: that during that entire period
Il appears that the affairs and man
asemeu, OF the company were prae'