Evening times-Republican. [volume] (Marshalltown, Iowa) 1890-1923, 1915-05-24
TIAfEs-REPUBLICAN, MARsHALLTOWN. IoWA MAY "a 1918

Company that any notes that might be
taken for stock were to be turned In
to them for cash. This was IN fact
done and where the notes have been
paid they were paid to the bank, and
In fact. nearly every instance where
the indictments were found the notes
have been paid. The corporation never
notes were taken In place Of money
and in fact no notes were taken until
an ARRANGEMENT had been made by
which they were to be at once substi-
tuted with cash. except in the issuance
Of. or partial issuance Of, certain stocks
to Mr.. Steele.
Mr.. Steele was the promoter, who
came here and organized the company
and there was an agreement that he
was to have $4,000 in stock for certain
patents he had and for his services. At
one time during the absence OF Myers
from the bank. Myers being in the
west, c. d. Wolf made q loan Of $4,000
to Steele. Wolf being assistant cashier
Of the State Savings Bank, and Steele
delivered to Wolf a certificate signed by
himself. as president of the company,
for the $4,000 worth of stock that by
agreement was coming to him, to be
used as collateral security for the loan.
Both Steele and Wolf knew that the
certificate was Of no force and effect
AMI would not be until it was ratified
by the executive council. The certifi-
cate was not signed by Myers, the sec
rotary of the company, at the time it
was taken. II was signed by nobody
but the president. This certificate was
never reported to the secretary of state,
and never considered as issued. It was
never considered az anything more by
Steele or anyone connected with the
bank, than an agreement on Steele's
part to turn over to the bank whatever
he might receive from the corporation
as collateral security to his note. The
stock was never in fact issued to Steele
but was finally returned and a settle
ment was made with Steele by which
the corporation promised to give him
$500.
Now these facts which I have related
to you were well known to everybody
here in Hampton connected with the
foundry and well known by the parties
who headed the petition to the attorney
general. In my opinion, no crime was
committed. Mr.. Myers acted for a few
months as secretary and treasurer of
the corporation and never received one
dollars compensation for his services
and never made any charge or expected
to receive anything. He had practically
nothing to do with the management Of
the concern except when 1t was in fail
ing circumstances, he offered to be one
of twenty men who would buy $4,000
of unsold stock and thirteen or fourteen
such subscribers were actually found
and signed an agreement to that effect
which have in my Office, thus hoping
to make the affair successful.
In the final wind-up of the associa-
ton. which failed, the property was by
the assignee of the company put up at
public auction, which had been adver-
tised in due form and all parties so far
as known who had any interest in the
concern by way OF claims or otherwise,
were personally notified to be present
at the sale and a great many of them
were. and the property was bought in
at this public sale by ]. p. Myers.
II 1t was criminally wrong for Myers
and Steele to issue stock Of the corpor-
alton under the circumstances which
have related. then Iowa is full Of Grim
inals, because there Is scarcely any
corporation organized in which this is
does the statute directly prohibit this.
The statute provides that stock shall
not be issued unless the corporation
has received the par value thereof"
Who would not say that the corpora
ton received par value for its stock
provided It received the full face value
In a good bankable promissory note.
which had already been agreed to be
taken by a bank. and which was there
after taken by the bank? The statute
further provides, IF 1t Is proposed to
pay for said capital stock in property
or any other thing than money, the
corporation proposing the same must
before issuing capital stock in any form
apply to the executive council for leave
so to do. Such application shall state
the amount of capital stock proposed
to be issued for a consideration other
than money and set forth specifically
the property or other thing to be re-
ceived in payment for such stock"
Bank checks. certificates Of deposit
and even promissory notes have been
held to be money. Many Of the best
citizens in Hampton. including several
Of the directors of the company, out
side of Myers and Steele, gave their
notes for this stock which were cashed
by the bank. None Of them had any
idea they were violating the law, nor
were they violating the spirit Of the
law, and it is doubtful II they were vio-
lating the letter OF the law.
am writing you this without consul
tation with Mr.. Myers as he Is at pres
ent in Minnesota, but knowing as do
the valiant effort made by Myers to
keep the Hampton Foundry & Machine
Company on its feet, and believing as
1 do that this whole affair Is one of
malicious prosecution, I do not delay
writing. John NJ. Hemingway.
cUNsAuLUs TO SPEAK. i
Will Deliver Commencement Address
At Grinnell College.
Special to Times-Republican.
Grinnell, May 24.-President Main
has just received word that Mr.. Frank
w. Gunsaulus OF Central Church, Chi
cago, will deliver the Commencement
80 L