The daily Gate City and constitution-Democrat. (Keokuk, Iowa) 1916-1922, 1919-01-22

There are always two SIDES TO
every question, and there are two
sides to this question I am about to
discuss for YOU
He went on to recount the facts
OF the increase of capital stock. the
contracts for its sale on commission,
with IAN understanding on The part
of many stockholders about the COM
mission being twenty percent for all
of 1t, but the directors understood
that they were to use their discretion
about the contract for the sale OF
that stock and were to make such
contract as seemed to them for the
best interests of the company"
That Stock Commission Deal.
The contract the directors actually
made, he said, was to pay 30 percent
commission on the preferred and 100
percent commission on the common
for having it sold. The self appoint
ed committee of stockholders. he
continued, came to Keokuk after
learning of this and it did not appeal
to them nor to Keokuk stockholders
who were informed about 1t. Htg-
bee and Phillips said that if the
stockholders didn't like the contract
they were willing to annul it and
that was done. The committee, Mr..
Clark continued, thought the 20 per
cent commission on the preferred
was all right. but the 100 percent
commission for selling the common
stock was too high.
But he. said. Higgee and Phillips
had a valid contract made by the
board of directors. land 1t was SO
arranged that parties who had bene-
fitted by that contract turned back
sal $3.50 of your money, and that was
some money. and 1t is in the Golfers
of the company either in notes or in
cash"
Says Directors Acted Well.
Then Mr.. Clark referred to con-
tract for the sale Of service certifi-
Gates, and a contract with Hfgbee
to sell the factory product for five
percent commission, and the cancell-
ing of these contracts. and said:
1.-THE committee believes 1t saved
the company over 100000" He
gave the items included in his total,
items Of future savings except the
$4,000 one and few others.
II want to say for the board OF
directors and officers Of the COM
pany," he added impressively, that
they used their best endeavors to
bring all this to successful conclu-
sion, after the committee had said it
believed its action to be for the best
interests Of the company. This
wasn't easily arrived at, tell you"
The Story Of Patentee.
Mr.. Clark then read the minutes
Of a special meeting of the directors
held December s, last, and at the be-
ginning put in parenthesis five or
ten minutes long explaining what led
up to 1t. It was about the purchase
Of tire process from Moulton by
Higbee and its sale by the latter to
the company for 10000 shares of
stock. after Moulton had been paid
1000 shares for 1t. Clark said the
executive council. composed OF lot
Of wiseacres UP at Des Moines." had
appraised this process as being worth
the 10000 shares issued to pay for
it. He spent some time telling all
about this deal, and how the commit
tee had it returned to he company.
and I'VE had q Kilkenny cat affair.
but they did it gracefully, and
never worked with nicer men,"
Some of this stock. he said, had
passed out of Higbee's hands. but 1t
all came back to the treasury, he
said.
Whole Thing Up to Stockholders.
Mr.. Clark offered q resolution with
a dozen whereases, that the stock
holders ratify the action of the direc-
tors of December s, settling with
Higbee in full for all stock trans
actions, by cancellation of contracts,
and so forth, which settlement had
been made subject to ratification by
the stockholders.
He said if 1t was not ratified,
everything was off, and the status
would be exactly the same as before
the committee did anything, includ-
ing the $4,000 money repayment.
Questions about how much common
stock Higbee now owns-the answer
was $4,000 shares-and whether he
got it rightly brought the answer
from Clark: my judgment is that If
we went to court, we could get more
back from Higbee, and also some
from all of you who got part of the
original 10000 shares
Good Arguments for Directors.
There are mighty good arguments
that every act Of every director is all
right. and these good arguments could
be used in court, but If a receiver Is al
pointed, there'll be hell to pay. While
you're getting back more of that
you're doing it you'll be
doing the company. and think it bet
ter to compromise"
The vote approving the action of
the directors last December, and
quieting the title to all stock in the
persons who owned it yesterday was
unanimous and loud
Judge Felix t. Hughes had second
ed the motion. but after the ayes had
voted. he said he wanted to discuss
ii, and obtained the floor for that
purpose before the nays were called