The sun. [volume] (New York [N.Y.]) 1833-1916, 1914-02-16

manager. Al said stockholders MAJ,
Ing number Of gentlemen. NJ.
ably Frank B. Noyes. Of the Wa.s
ington Star. and William l., ~
Lean, OF the Philadelphia Even,no pS,
leftn. whose terms Of office az drec,a".
In said corporation were expiring ~
Stephen O'Meara, Of the ROSY
Journal. whose term as frs, wv"
president Of said corporation wa, Nv
piring. voluntarily refused to act an,
longer as officers OF said corpora,,os
Stone and said gentlemen last nam.S
with the knowledge and consen, !,
most Of the principal stockholdoss..
Of said corporation, undertook ~.
work Of organizing a new press ss'
ISOLATION under the laws Of the sta,s !,
New York. with the purpose and de.sn
that said association should event,air
absorb. and In all respects become N.
successor to. said corporation. sna
should effectively maintain and cont,,aN
the monopoly.
On the 23d day OF May. 1900, by n.
procurement OF said persons last mama
and others . charter was issued by IN.
State Of New York to a Corporate,
under tho name Of -The Associa,.s
Press" a copy Of which charter is A.
tached hereto az Exhibit B." and Won.
petitioner prays that the same be con.
sidered part hereof Said .rh,
Associated Press'' organized under N.
laws OF tho State Of New York as afors.
said Will hereafter be referred to N
said association"
All tho six persons whose names A.,
subscribed to the certificate Of inco,.
poration In said charter were officers =,
authorized representatives OF stockhoN.
ers Of the old corporation.
The said association on May "a, 1900
adopted a set Of bylaws which. how.
ever. were amended on September 20
1900. a copy Of said bylaws in for,
this petition az Exhibit &C"
The purpose for which said assoc,s.
ton WAS formed. as expressed in II,
said charter. Is a business purpose and
for that reason said association Ia not
properly organized under the law Of
the State Of New York entitled An &C,
relating to membership corporationsr
approved May 8, 1896. Your petitions,
shows that by section 80 Of Article II
of said act II Is provided as follows:
"A membership corporation may b
created under this article for any Law.
full purpose except q purpose for which
corporation may be created under
any other article Of this chapter or any
other general law than this chapter"
THE business corporation law" Of the
State Of New York. being chapter ssi
Of the laws Of New York Of 1892. being
a general law Of the State Of New York
which was In force on May 20, 1900
provides in section 2 thereof for the
organization OF corporations "fer any
lawful business purpose or purposes
other than a moneyed corporation or a
corporation provided for by the hank.
ing, the insurance, the railroad and the
transportation corporation laws"
The said corporation ceased its news
service at midnight on September 80
1900. and simultaneously said associs.
ton commenced It's news service.
Between the time of It's incorporation
and September 80. 1900. said az.
ISOLATION by officers invited tn,
members and stockholders OF the olt
corporation TO become members o
said association. the said members ans
stockholders in large numbers accepteJ
said invitation and applied for m-a
bership in said association. Wh.r
substantially two-thirds If the stock
holders OF said corporation had apple
for membership in the said associate
special meeting OF the stockholder,
and members OF said corporation va.
called to meet at Chicago on sep
TENDER L., 1900. for the purpos,
of taking action with refercnc" Z
the continuation OF the work ~
the corporation and It's plans to
the future. The meeting was called a
the instance OF Frank II. Noyes. H.,
then president Of the said association
and was held at Chicago on Septembei
IL and lS, 1900. At said meeting prac
tically all OF the shares OF the said cor
poration were represented either IN per
son or by proxy. and resolutions wer,
adopted by the stockholders Of said coz
poration under which all shares OF stoci
OF said corporation which had thereto
fore been held In the treasury. in trust
were directed to be returned to the own
ers OF the stock; IL was also decided b,
resolution Of said stockholders to place
all members OF said corporation upor
an equal basis OF liability and obigatior
In their contract relations to said cor
poration; that said stockholders az sa't
meeting further considered al crea'
length the effect OF the said decision
Of the Supreme Court Of Illinois upor
the status OF said corporation, and afte'
a n I'LL