Evening journal., 1916-03-13

merly belonging to T. Coleman du-
Pont for and on behalf of the com
pany. has been freely discussed.
"And Whereas, it has been thought
wise to bring directly before the
meeting OF stockholders the ques-
tons as to whether Il was sound
business policy for the company at
that time to refuse to embark with
its funds upon the purchase of this
large amount Of preferred and COM
mon stock at the prices mentioned,
from Pierre S. DUPONT and his asso-
ciates. upon the same terms and con-
ditions OF purchase which the said
/ Pierre $. DUPONT had made with I.
Coleman DUPONT
Therefore be it resolved, That II is
4 the deliberate judgment of the stock
holders OF the +. l. dupont de Ne
mOurs and Company:
"Q) That the board OF directors or
the L. |. DUPONT de Nemours Powder
Company exercised what we consider
sound business policy and manage
ment in refusing at that time TO offer
/ to purchase on behalf OF the company,
and use the company's assets there
! for the said 1859 shares of pre-
ferred and 63.314 shares of common
stock of the e. J. DUPONT de NemOurs
Powder Company from Pierre S. du-
POnt and his associates upon the
same terms and conditions which the
said Pierre S. DUPONT had acquired
the said stock from T, Coleman du-
Pont.
"(2) That it is the sense Of this
stockholders meeting that the money
] a 90 10 ch
be applied to the carrying on of the
ordinary business of the corporation,
and should not be applied in the pur-
chase of the stock of the e. l. du-
Pone de NemOurs Powder Company or
the r. l. DUPONT de Nemours and
Company, except when stock is bought
out OF surplus for bonus or other
similar legitimate corporate purposes.
"t3) That having received a copy
of the Bill in Equity filed in the
United States District Court for the
District of Delaware, wherein Phillip
f. DUPONT and others are complain
ants, and Pierre $. dupont, r. !. du-
Pont de Nemours Powder Company,
e. !. DUPONT de Nemours & Company
and others are defendants. and being
fully acquainted with the allegation
hereby ratify, approve and confirm
the action of the Board of Directors of
the Il. /. dupont de Nemours Powder
Company in refusing to offer to pur-
chase the said 1859 shares of prefer
red and So. .314 shares of common
stock of the E. l. dupont de Nemours
: Powder Company at the price of SS5
o per share for the preferred and 5000
per share for the common stock, from
Pierre S. dupont and his associates,
f upon the same terms and conditions
e which the said Pierre S. dupont had
e purchased the same from T. Coleman
n DUPONT; and We desire to emphasize
70 the fact that nothing contained in said
I. Bill in Equity has in any wise chang
y ed our opinion that the money and as
i sets and credits of this corporation
gl should be confined to the carrying OF
e of the ordinary business of the cor
g poration, and that none of the money
gl assets or credits 'shOuld be used fol
q speculation in its own stock.
q "t4l. That it is the sense of thi
. stockholders meeting that the Board o
. Directors of the r. !. DUPONT de Ne
o mons and Company acted with SCUM,
s business Judgment i'm declaring a rcgu
lar dividend of ! - per cent. and an
additional dividend of 2s - per cent
on November "a. 1915 due to the fac
:, that the earnings of the said corporation
al warranted the distribution among the
+ stockholders of the said dividends"
Mr.. Brown. counsel for the COM
@ plainants. referred to the protest he
d had read but a few minutes before and
- said he also desired to protest against
2 the voting Of any proxies for or
D., against the pending resolution. as he
y claimed that the call for the meet
ing and the form of the proxies made
no reference to such business coming
; before the meeting.
, Mr.. Stevenson, of Philadelphia, said
) he desired to ask some questions. He
asked how much cash the company
had on hand on March I, 1915. and
was informed by Treasurer Raskoh
20 that the present COMPANY was not in
% existence then.
r He then asked as to the amount o
contracts for smOkeless powder tha
D were in hand on March /. 1915, and HI
I was given the same answer by Pres
- ident DUPONT. that the present com
< pany was not in existence on tha
I date.
r An aye and nay vote then was callet
- on Mr. Kurtzs resolution, the resul
:, being twenty yeas to three nays. Mr.
i Stevenson. Francis l. DUPONT and Ern
r. est dupont voting nay. the latter tw'
stating that they were voting thei
u personal holdings only.
'dl Mr.. Brown. attorney. said that tn,
k, men he represented objected to al
Nj vrfoH bo f.pco1fr
lel ton. and for Francis /. DUPONT anS
'dl Ernest dupont to vote other thar
ldl their personal holdings would be in
H. consistent.
in A poll according to stock hold
ofl ings then was taken on the resolu
erl ton. il showing 410.9S4 shares beins
voted for and 3.621 shares against thu
I'd resolution. OF the Affirmative shares
of 46.47O we're cast personally by stock
er holders present and 364,514 wer'
he represented by proxies. In opposi
Is ton to the resolution Ernest duPon
e.. voted 1913 shares, Francis /. du
n Pont voted 1906 shares and NJ
If Stevenson ? shares.
or While the vote was being computed
INF. stevenson asked how. il the com
;s pany was not in existence March /
- year ago, such a resolution goin
n back that far properly could come be
" fore the meeting? Nobody enlightene
y Mr.. Stevenson and he sat down,
- Mr.. Button, of counsel for the com
= pany. then offered a brief resolution
ratifying and confirming all the pas
official acts of the officers and direc
tors of the company, which was adopt
I, ed by the same vote as the preceding