The daily worker. [volume] (Chicago, Ill.) 1924-1958, 1925-05-09

hered to by the different departments.
'2nd. The employment Of super
vising accountant to approve expense
vouchers and hold expenses down to
the budget allowance.
"Srd. Reduction of operating ex.
penses by rigid economies including
the allowance Of print paper so as to
publish the paper approximately
within its income.
Majority Of Board Favor Economy
Program"
when the recommendation were
read to the full board on Jan. 7, Judge
Harold Baker moved their adoption.
The motion was seconded by Mrs.
Cedarholm and Mr.. A. B. Gilbert.
"Whereupon President Thomas Van
Lear refused to put the motion, and
announced that he had come to the
conclusion that Judge Harold Baker
and Mrs Minnie Cedarholm were not
properly elected members of the board
and that he therefore had decided to
refuse to recognize them further as
/ directors.
THE ground on which Mr.. Van
Lear assumed to disQualify these mem
4 bers was that at the precise moment
of their election the stock Of the COM
pany held and owned by Judge Baker
and Mrs. Cedarholm had not been
transferred on the books Of the COM
pany.
"Roth Are Stockholders"
THE facts are that Judge Baker
was a stakeholder at the time of his
election and delivered his stock for
transfer to the secretary on the day
of his election. Judge Bakers stock
was not transferred on the books Of
the company until after he had taken
his seat on the board but during the
time that Judge Baker has served as a
director his stock has been on record
MRS Minnie Cedarholm came into
possession of her stock by transfer
from her husband to herself and she
likewise delivered her stock for trans
fer when she took her seat on the
board.
"These facts were known to Presi-
dent Van Lear during the several
weeks that Judge Baker and Mrs.
Cedarholm have acted as directors,
because Mr.. Van Lear as president
participated in the transfer Of the
stock of Judge Baker and Mrs. Cedar
holm. President Van Lear had recog-
nlzed these two directors at all board
meetings up to Jan. z, 1924. He found
no occasion to disqualify them as
members of the board nor did he at
any time refuse to recognize them as
members of the board until an issue
arose between the three members of
the board, Messrs. A. B. Gilbert and
Judge Baker, and Mrs. Cedarholm on
the one hand and President Van Lear
and Vice President John Thompson on
the other hand.
when President Van Lear found
that the power hitherto exercised by
himself and Mr.. Thompson to spend
the money of the corporation and to
determine the policy of the paper was
about to be modified, he, Mr.. Van Lear
assumed power to destroy the major
ity against him by attempting to dis
qualify two members of the board not
in agreement with him.
president Cannot DisquaIIfy
Members"
"Of course the presidents arbitrary
action did not and cannot disqualify
Judge Baker and Mrs. Cedarholm on
the board to which they were elected,
and duly qualified by service thereon
The law does not give to the board
members the right or power to dis
qualify each other. Only a court of
law, or the stockholders themselves
have power to take such action.
Judge Baker and Mrs. Cedarholm,
therefore continue to act as directors.
directors Continue Attendance at
Board Meetings.
"The last regular meeting of the
board was called for Monday, Jan a.
Judge Baker was holding court at that
time and could not be present until
Thursday, Jan. II. Directors Gilbert
and Cedarholm did not for this rea-
son attend the board meeting on Mon
day. Mr.. Van Lear and Mr.. Thomp-
son met and adjuorned until Thurs
day, Jan. II at $3.50 y. m. at which
meeting all five members attended
and participated in an informal dis
cussion. President Van Lear finally
called the meeting to order formally
and entertained a motion from Mr..
Thompson to adjourn until / p. M
Saturday, the board having taken no
official action.
"The directors all appeared on Sat
urday, Jan. 10. The three majority
members of the board, Messrs. Baker,
Gilbert and Mrs. Cedarholm entered
the board room at exactly one o'clock
and were informed by Mr.. Van Lear
that he had already adjourned the
meeting. Whereupon the three direc-
tors named again called the meeting
to order as was their legal right, the
| three being q quorum, and q major