The Democratic banner. (Mt. Vernon, Ohio) 1898-192?, 1917-02-27
CITE FOUR REASONS
FOR AN INJUNCTION
Enterprise Belongs To The
Community" The Peti-
tion Points Out


IN The Banner Of the action taken to
prevent the Hydraulic Press Mfg. Co.
from moving to Columbus from Mt
GiIead. In view of the local interest
attaching to this step, the following
article, taken from the Morrow Coun-
ty Sentinel. is reproduced:
The plant OF the Hydraulic Press
Arg. Co. will not be moved from Mt.
Gilead to Columbus without a finish
fight in the courts to determine the
right of a board of directors TO pass
final judgment on such an issue with
out first submitting the question TO
the holders of the common stock. A
petition, filed in common pleas court
Wednesday afternoon by Attorneys J.
d. Williamson and Benjamin Olds,
representing Nell B. Talmage, W. f.
Miller and A. B.. Comins, asks an in
junction AGAINST removing the plant
until the court can pass on that ques-
tion.
Four questions are raised in the pc
tition viz: ID The legality of the ac-
ton OF the directors in passing upon
such a question without submitting it
to a vote Of the stockholders. (2l Il
is alleged that the removal Of the
plant viii depreciate the value of the
stock 90 Il is alleged that the re-
moval violates the agreement made
with persons to whom common stock
was sold in 1887. C4l That is viO-
Iates an agreement made with pur-
chasers of preferred stock sold in
1915.
For the first cause of action the pc
titicn alleges that the directors on
Feb. 3, 1917. met and voted TO remove
the plant. empowering w G. Tucker.
F. B. McMillin and Foster Copeland
to enter into contracts for the remoy-
al and make all necessary arrange
nents; that this was done without
submitting to the stockholders the
proposition to amend the articles of
incorporation and bylaws to read Co
Iumbus instead of Mt Gilead; that
the board then refused and now re-
fuses to submit the question of re-
moyal to vote of the stockholders.
The plaintiffs state that they have no
other remedy at law and that only an
Injunction will prevent the removal of
the plant.
The positive statement that remov-
al would depreciate the value of their
stock is made under the second cause
of action. The plaintiffs allege that
the total working assets Of the plant
amount to sT54 4.561.95, the fixed assets
to $332.7t6.SS. The company's state
ment shows. it is alleged, that it owns
about 12 acres of land in Mt. Gilead
valued at sS.723. sidings valued at
$2,IS5.95 and buildings valued al
seS,76S.4Z This property. the plain
tiffs allege. would be rendered prac
tically worthless by removal. Labor
troubles also. it is said, would be add
ed by removal
The third cause of action alleges
that removal of the plant violates a;
agreement made with the purchaser
OF common stock in 1887, when th'
original stock in the present com
pany was sold. At that time, It is al
legged. Mt. Gilead subscribed $25, 5,0O'
In common stock upon the specifi'
promise that the plant was to remaiI
In Mt. Gilead. Removal also, 1t is a
lexed. violates the understanding Civ
en In 1916. when preferred stock wa
sold In Mt. Gilead with the nndeI
standing that the plant was to remail
here
The petition In its introduction set
up that the plant has always been Il
Mt. -Gilead and is a Mt. Gilead entel
prise and belongs to this eommunit,
The three plaintiffs who bring tn
action are among the largest holder
of the common stock residing in M
Gilead. Two have served on the con
pany's board of directors.
When the case viii be heard is {
course a problem, but development
are expected to follow fast upon tn
filing OF the suit. The petition doe
not ask for q temporary restrainin