Evening journal., 1919-03-21

the courtesy Of immediate attention.
beg TO remain.
'Yon~s vo~v truly.
ALFRED I. DUPONT"
Text of PROPOSE l..N.
The bill which accompanied the let
ter and which was introduced by Sena-
tor Walker follows:
BE II enacted by the Senate and the
House Of Representatives Of the State
OF Delaware, in Geenral Assembly, met
two-thirds u all Of the members cleo
ted 20 each house OF the General AS
ccmbly concurring therein):
section THAT section 1884, being
section A. Of chapter 60 Of the Revised
Code Of the state Of Delaware. be and
the same Is hereby amended by strik-
ing out all Of said section, and insert
Ing IN lieu thereof the following:
Voting power OF stockholdcrs-By
proxy; limitation OF; cumulative vot-
ing.
Each stockholder shall at every
meeting Of the stockholders, be en-
titled 70 one vote In person or by proxy
for each share Of the voting stock held
by such stockholdcr, but no proxy shall
be voted on after one year from Us
date, unless said proxy provides for a
longer period, nor shall any share OF
stock be voted on at any election fOI
directors, which has been transferred
on the books Of the corporation within
twenty ,20) days next preceding the
election Of directors. Provided, how
ever, that In all elections for directors
Of any corporation, now or hereafter
created under The provisions OF this
act or accepting It's provisions each
stockholder shall be entitled TO cast
as many votes In person, or by proxy
as shall equal the number OF his shares
Of voting stock. multiplied by The mum,
lber OF directors 90 be elected, and thai
lhe may cast all Of such votes for a sin
Gle director, or may distribute then
among two or more directors. as ne ma.
see fll which right when exercised shai
/ be termed cumulative voting. PROVIDED
also that should any director 50 elected
lby cumulative voting be removed IRON
once By death, resignation or other
wise. the vacancy so created shall D'
nued by the remaining members OF th'
hoard OF directors, but that no persol
or persons shall be eligible 20 electior
10 such vacancy OF vacancies, unless
/ they shall have been designated IN VIII
/ ing by the then holders and owners
OF AZ least twO-thirds Of the stock Whlcl
had been originally voted under sucf
cumulative voting for said director
Provided further that all acts or part
OF acts inconsistent with this seotloi
be and they are hereby repealed.
After reading Mr.. dupont letter, sen
atOr Walker remarked that he had aIse
had ismllar experience IN being MI
nority stockholder Ia a comapny where
the minority stockholders were abso'
lutely without representation on IN,
hoard OF directors, aud he pointed ou'
Q that this was an unjust state OF az
fairs. Il think this bill is asking foi
/ nothing except what Is absolutely
emitabIe and necessary" he declared
ana then requested Attorney Hope t'
explain the present law in this re
spect.
The Senate attorney explained ina
under the existing corporation laws ul'
boards OF directors Of Delaware corpor
ations are elected by D majority Of IN
stockholders and the minority has ~
way 20 elect a director except b.
. chance or by mutual arrangement.
senator Walker then requested N
permission OF the Senate 10 iptroduc
the bill.
senator Hollett asked for a ruling D
the chair relative 70 the iniroductlo
OF new business.
} president Pro Tenn. short ruled tha
new business could be introduced
nine members Of the senate, constitu'
ing a majority Of that body, requests
senator Gormley stated that tn
resolution shutting OF new busines
was a concurrent one, and ne dld no
believe new business could be legalL
received unless the concurrent resolu
ton was amended or repealed.
senator Walker said the senate ma
LET down the bars TO receive new
bin which was introduced by senate
Bennett. and declared that II u could b
done then there was no reason why
should not be done today.
senator Gormley contended that IN
Introduction OF Senator Benefits bil
had been done illegally.
Senator Gormley said TO let down IN
bars in this case would be to open tn
door 20 other bills.
Senator Palmer declared that a mat
ter. Of such vital Importance, wher
millions Of dollars Of the people
money is involved, should be consider
ed. He contended that the people
rights and money should be safeguard
ed by the state.
The motion TO permit the introduC
tlon Of the bill was then carried Dy
vote OF Q yeas to 8 nays. as follows
Yeas-Senators Alice. Bennett, HANDY
Palmer. Richards. Robertson, Walker
Webster and President Pro TEN. Shor
Nays--Senators Brown, Gormley, Hol
lett, Latta, Long, Murphy Pool an
, Price.