Evening star. [volume] (Washington, D.C.) 1854-1972, 1914-01-02
Claim Only Congress, by
Change of Charter, Can
Increase Board.
PROXIES GO OUT,
NAMING INSIDERS
Outsiders to Keep Up Eighteen.
j. A. Johnston to Join Second
National Board-Gossip.


| ing that the public utilities commission
| has no power to order an increase in
the number of members on the board of
directors of the corporation. from seven
to fifteen, as claimed by a share hold
ers' committee headed by Edmund K.
Fox. with Joseph Strasburger, A. p.
| Coppes, Robert Craig and Charles A.
| Shields as associate members.
| Counsel holds that the Washington Gas
Light Company was chartered by Con-
gress with a maximum Of seven direct
ors. and that aut :f'ty for further in
| crease would have TO come from Con-
gress.
| 1t is evidently the intention of the di-
rectors to proceed in the usual manner,
as in years past and proxies have been
| sent out to shareholders running to
| Howard S. Reside. who is slated to sue
| coed Joseph Letter as president; to Ord
Preston and ]. J. McIlheny. the latter the
representative of Philadelphia interests
| In the corporation.
The year 1913 has been the most pros
| porous in the history of the corpora
| ton, based on the volume of sales made
and the returns therefore.
become discouraged by developments to
| date. but promise to make a hotter fight
| to secure recognition between now and
| election day.
A circular was sent out yesterday in
which this committee urged the share
holders of the company to withhold their
| proxies. suggesting In lieu thereof, per-
| sonal attendance on the meeting to be
held very early In February. when direct
ors are elected.
1t is claimed that the board of d.
rectors as at present constituted is not
representative of the entire shareholdng
body, which lis comprised of about
l 300 persons
ne
the election of board of fifteen men,
bers at the annual election, representa-
tive of and selected from the entire
stockholding body and mutually agree
able to the present officers of the COM
pany and the committee headed by Mr..
Fox.
The circular further says:
That to encourage a free. open and
honest discussion of the affairs and
Company at the ensuing stockholders
meeting no Office proxies be sent out
by the company to the stockholders as
heretofore, but in lieu thereof a notice
Of said meeting be sent to each stock
holder, urging the stakeholder to be
personally present
That an ample. spacious and suf-
ficient hall or other place be provided
by the company for the accommodation
Of all Of the stockholders at the meet
ing on the date aforesaid.
THAT the committee named herein is
directed to first present this resolution
to the president or vice president or
board of directors OF the Washington
and request their consideration OF and
acquiescence in this plan and reply
thereto within three days from the
date Of such presentation
That Messrs. Edmund K Fox. Joseph
strasburger. A. B. Copies. Robert
Craig and Charles A. Shields are here.
by appointed the committee of which
Mr. Edmund K. Fox shall be the chair
man.
This entire committee presented these
resolutions In person. and in due and
proper form. at the offices of the COM
panY December 10, 1918, to the assistant
secretary. who was the only one of the
oficers OF the company then present. On
signed by the vice president of the COM
pany. stating that he would meet this
committee at 1890 am, December 23.
Accordingly, this committee met the
vice president, secretary and their ste
nographer at the time appointed, and
after few remarks 1t was decided that
this committee should meet the entire
board OF directors, which we did Decem-
Der %. at 80 pm.
AT this meeting the wishes of the COM
mittee were denied. Mr.. Reside. vice
president OF the company producing a
letter written at his instance by Mr.
Minor, attorney for the company. stating
In substance his opinion to be that the
consent of the public utilities commission.
did not possess sufficient power to in
crease the board OF directors to fifteen
without an express act OF Congress- but
that he would submit said question to the
public utilities commission for a ruling
In the meantime, pending the decision of
the public utilities commission, he would
send out that drag net for votes and
power. the Office proxy.
Upon investigation of the act of Con-
fress creating our public utilities COM
mission We see specific and ample au-
thOrity contained in paragraph 100 to in
crease our board to fifteen and there
| fore we are forced to the belief that the
opinion read by Mr.. Reside was intend
| ed to delay. to temporize and to defeat
| our action until the star chamber office
proxy system could again be put in
| operation. assuring perpetuation of the
present official force in Office and power
| for another term.
I'VE believe that the stockholders
should assemble at the annual meeting
and have free. fun and open discussion
as to the business Of the company, and
We are willing to submit these questions
at such meeting to their determination
and conclusion.
In brief. we are willing to have these
questions determined. and the annual
election held by a viva voce vote of the
stockholders; while your present board
Of directors desire the Office proxy sys-
tenn. We ask you, which Is the more
reasonable?"
1t is authoritatively announced today
that r. Ross Perry & Son will January
"a. retire as counsel for the Capital
Traction Company.
Their retirement has occasioned the re-
organization Of the legal department Of
the company. The duties OF general coun-
sci have been assigned to the president
of the company, George T.. Hamilton and
| the trial of causes and work before the
| courts will be cared for by two attorneys.
! one to be assigned to each of the circuit
courts. The attorneys selected are
q. Thomas Dunlop, who has long been
associated with r. Ross Perry & Son in
| the companys business, and Frank J..
| Hogan. 1t was stated at the offices of
| the determination of II. Ross Perry &
| Son to resign is a source of exceeding
| regret, the company appreciating fully
| the value Of their counsel and devoted
service which, January ~. 1914, will have
| extended over full period of sixteen
| years.
| Gen. John A. Johnston, former District
Commi ss.oner. will be elected a director
/ of the Second National Bank, at the an
nual election the 18th instant. II Is un-
! derstood that two additional directors
| also will be chosen.
Railroad earnings are not making any
1 improve rent; indeed, the condition Of the
/ great systems of the country is slowing
| up the trend to Improvement more than
/ anything else at the present time.