The Norfolk weekly news-journal., 1911-03-03

fraudulent trick to deceive stockhold.
ers and thus carry out his conspiracy
for its undoing, was given severe
rebuke by the court
Williams Treacherous Frame-up.
1t was just a year ago that VIII.
liams framed up his scheme to steal
the home office of the company he
was working for, and move It to ON.
aha. He sent out letters to policy.
holders of the company, enclosing
blank proxies to be executed author.
izing "R. Il. Williams, secretary" to
cast the votes of the non.residents at
the annual election of directors on
March 1. He did this without au.
thority from the board of directors
and, to aid his unsavory conspiracy,
he issued these letters on stationery
containing the printed letterhead of
the company, to deceive the policy
holders receiving his message. He
enclosed an envelope for return of
the executed proxy, addressed to his
individual postoffice box instead of the
postoffice box of the company. Thus
he concealed his game from the di.
rectors and by his trickery secured
a large number of proxies. He had
241 proxies in writing on the date of
the annual meeting, of which fourteen
had been revoked before March |.
Williams had kept his conspiracy to
move the home office concealed from
the policyholders whose proxies he
solicited.
His Secret Proxy Register Book.
AS a part of his game, Williams
kept private book in which to regis
ter his proxies, the articles of incor-
poration of the company providing
that proxies must be registered by
the secretary at least ten days before
the annual meeting. Williams did not
allow the directors to know of this
personal register book and by keeping
it secret defeated the object of having
the proxies registered. Judge WEIGH
finds that such registration was not
registration in good faith or in COM
pliance with the articles of incorpora-
ton, and Williams loses his proxies
on this point.
Following are the conclusions of the
court in the case:
Conclusions Of Law.
l. That said provisions of the ar
ticles of incorporation of said COM
pany requiring proxy policy holders
to be registered by the secretary at
least ten days before the meeting at
which he is to vote by said proxy, is a
reasonable provision, and contem-
plates and requires such registration
to be kept in the Office of the secre.
tary of the company, as record of
the company open for inspection by
the directors, officers and policy hold.
ers, during said ten days and as no.
tice of said proxies.
2. That the entering of said prox-
les to said Williams in said book as
herein found, and keeping said books
and such entries away from the Office
of the secretary of said company, and
keeping the same secret, defeated the
object and purpose of the articles of
incorporation, requiring proxies to be
registered, and the said entries there
of, in said book, was not a registra-
ton Of said proxies sufficient to COM
ply with the articles of incorporation.
And said proxies were not registered.
3. That the votes of policy holders
given to said Williams said proxies
were not entitled to be cast by said
Williams by virtue of said proxies to
him.
4. That relating to another record,
directors of said Elkhorn Life and
Accident Insurance Co., and are not
entitled to said Office, to all of which
REALTORS except.
The judgment: Dismisses case and
for costs against REALTORS, including
500 allowed NJ. d. Tyler as referee
and $117.60 allowed his reporter, to
all OF which REALTORS except.