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Show L THE LOGAN NEWSPAPER CO. Submitting a Correct Statement of The Logan Republican's Business Entanglements. Up to tliereseut this paper has re t rained from saying anything pertain trig to the recent business entanglements entangle-ments connected with the management manage-ment and the dlrectorateof the Logan Newspaper Company and, at this time, we do not deem It wise to elaborate i'Upon It to any great extent, inasmuch as the matter Is now pending in the courts. The Western Weekly of June 13, however, publishes the following , .rartlclo which so grossly misrepresents the facts of the case that we consider it expedient and necessary t state Just how the matter stands 'As we are-the people most concerned we certainly cer-tainly ought to know the truth of the f- natter much .better than The Western Weekly. This Is thetr editorial: (Some Cache County Politics. "We notice in the columns of The Logan Republican that a'speclal meet-dog meet-dog Is called of the stockholders of the Logan Newspaper Company, a corporation, corpora-tion, for Monday, the 16th of June. This company owns and controls The Logan Republican, which, by the way, l one of thesprlghtlest and brightest of our couqtry exchanges, The paper 4s republlcafrUtfjtylltlcs and during the past few years has been edited by Ralph Moore, with Fred Turner aa business manager. In the advertised (2k announcement of this meeting it is stated 'It Is the intention of said undersigned un-dersigned stockholders to propose the removal and to remove all the directors direc-tors and other officers of said corporation corpora-tion from the respective offices held toy them. At.d notice la further given that It Is the Intention of the said un-deralaned un-deralaned stockholders to elect at said -meeting directors and other officers In place of those removed.' The call it signed by Fred Turner, W W. Maughan, J. A. Hendrickson, Albert ' A. Law, J- 8. Larson, who claim they 'own over 00 per cent of the outstanding outstand-ing capital of the company. "This announcement looks innocent enough on the surface, but below It .411 there appears to be political fight between the elements of the republican repub-lican party in Cache county. The meeting is a special one and the object, ob-ject, of course, is U .remove the pre- ' .ent board of directors of the company which is composed of Congressman Joseph Howell, Postmaster Joseph Odel I, Senator Hersohel Bullen Jr. and J. 0. Walters. These men are the cecognlzed leaders of the republican party in that county and have directed its destinies during the past few years. They are the 'Ins' and it would appear that the others arc the 'outs' and want to get In. Looking over the list of names It is apparent that a pretty tight Is forthcoming as the men are .all recognized politicians and tacticians.' tacti-cians.' From the present outlook it would seem that the present board of directors would be ousted and substituted substi-tuted by the men who sign the call for this meeting, but stlll.'there la many :a slip twlxt the cup and the lip' and Che management of the republican rparty In Cache county may still remain re-main where It Is because the men.ln charge are above all, resourceful and shrewd. "The Impelling motive for making this change in the directorate of the uartv organ in Cache county is said to toe a desire on the part of the signers of this call to freo themselves' and their party from ring or boss rule. A 0) """"" pin, nt ,hLTT -rp a popular one ana one that often wins, but we have observed that the chief achievement achieve-ment of any movement of this sort usually means merely a change or transference of ilng rule or boss domination dom-ination to aiiotln r ling and another set of bosses. Let us hope that Is not the chief object In this case." Before glvltig our comments on tils exaggerated account of our business affairs, we would like to make a few statements about recent changes In the company. When Mr. Moore expressed ex-pressed his desire to sell out his half interest In the lease, which had about two years yet to run, Mr. Odell and' Mr. Bullen were the first persons approached, ap-proached, but they showed imposition imposi-tion to take a mean advantage of the state of affalis and would otler only about half of the value of Mr. Moore's Interests, less than hair or what he ultimately received. When he accepted ac-cepted a better business proposition than these two men saw tit to offer, the following Hve men, Fred Turner, W. W. Maughan, J. A. Hendrickson, A. A. Law and J. S Larsen, obtained the majority of tli stock .and naturally natur-ally wished to carry out their own Ideas with regard to the management of the paper. With this purpose in view they first respectfully asked two directors to resign, one of whom held only thirty shares and the other about one hundred; this was all that was asked. It seemed unjust that these two small holders should direct the affairs of the majority In a business valued at 13,000. On the refusal of these two directors to resign the legal notice, which has excited the fears of The Western Weekly, was published, announcing a. meeting of the shareholder share-holder to elect "new directors, for the law allows that the majority shareholders share-holders of a corporation may elect directors at any time they deem expedient. ex-pedient. Then trie following restraining restrain-ing order waa served on the majority of stckholders, which we give In full: COMPLAINT. In the District Court of The Pint' Judicial District of The State of Utah, County of Cache. r- William H. Thain, Plaintiff,' vs. The Logan Newspaper Company, a corporation, and Joseph Odell, Herschel' Bullen, Jr., nnd James C. Walters, directors di-rectors of said corporation, and "W. W. Maughan and Fred Turner, Defendants. Complaint. Plaintiff complains -of the defendants de-fendants and for cause of action alleges: 1. That defendant, The Logan Newspoper Company, is now and was nt nil of the times herein mentioned, a corporation organ-' i.cd and existing under the laws of the State of Utah, with its principal plnco of business at Logan, Lo-gan, Cache County, Utah. 2. That the plaintiff is liow and has been at all of the times herein here-in mentioned a stockholder in the said corporation, and brings this suit for and in behalf of himself and other stockholders similarly interested.' a. Thai the defendants Joseph Odell, Hcrschel Bullen, Jr., -and Jnincs C. Walters, are now and have been at and during nil of the times herein mentioned the duly elected, qualified and acting directors di-rectors of said corporation. 4. That by the articles of incorporation in-corporation defendant The Logan Newspaper Company, was incorporated incor-porated for Ten Thousand Dollars Dol-lars for and as its capital stock, which was divided into Ten Thousand shares of the pur value of one dollar each; that seven teen hundred and thirty five shares of said stock was subscribed subscrib-ed at the date of its incorporation an the remainder of said capital stock has never been subscribed or offered for subscription at any time since the date of said incorporation, incor-poration, to either the. stockholders stockhold-ers or the general public ; that no provision was made by the articles arti-cles of incorporation for the disposition dis-position of the unsubscribed stock nnd plaintiff alleges therefore that upon disposition thereof all" of the stockholders were entitled en-titled -to their share of the name according to their respective holdings: that upon any disposition disposi-tion thereof each shareholder was and is entitled to purchase such part or portion of the amount offered of-fered for sale as his holdings bear to the amount offered. 5. That on the 7th, day of January Jan-uary 1907, .'the defendant The Logan Lo-gan Newspaper Company was indebted in-debted to Moore & Turner, a copartnership co-partnership composed of the defendant de-fendant Turner and one N. B. Moore, in the sum of Three Hundred Hun-dred and Eighty Three Dollars; and ore said date the defendants Odell, Bullen and "Walters, as directors di-rectors of said corporation and as-suming as-suming to exercise the functions thereof, wrongfully and unlaw- i ' '" .;f 'S fully and in derogation of the 11 rights of the plaintiff and other H stockholders of the said corpora- tM Hon, and without giving" 'the ! plaintiff and other stockholder the right to subscribe thereto, and j without alloting said stock pro- H rata among the stockholders, of M record of said corporation, on U said date, and without giving M them any opportunity to purch- 'M ase same, caused to be issued to j said iMloore and Turner three hun- ffl dred and eighty-three shares of " 'M the said unsubscribed stock of M said corporation, in payment of M the' indebitcdness aforesaid; that ', M plaintiff had no notice of such M action of said directors until 'M about the first day of May 1908. " ' '. G. That afterwards and before H 'the filing of this complaint said ,, ,M Moore and Turner caused one fsfl hundred and ninety two shares of 11 the said stock so wrongfully ami . H unlawfully issued to them to bo H transfored on the books of the i corporation to defendant Maughuu, and one hundred and M ninety one shares of the said stock 'to be trarisfered to the do- M fendant Turner; that both said cl defendant Maughan and said De- j H fendant Turner took the said il stock with full knowledge of the H circumstances under which the H same was originally acquired by H the said Moore and Turner; that; il said defendant Maughan is still "fl the holder of record of said 192 H shares of stock and said defend- , H ant Turnur is still the holder of H record of tho other 191 shares of ' H tho .said stock. . H 7. That by means of tho said iH 1188 shares of the said stock so 'H ""' ' '- i M.ii v JM continued on page 4. fl The Logan Newspaper Co. Continued from Page 1. wrongfully und unlawfully issued to .said Moore and Turner and by them so transfered to said defendants de-fendants Maughau and Turner, the said defendants Maughun and Turner with others pretend to liold a majority of the outstanding capital stock of the said corporation corpora-tion and as such pretended majority ma-jority holders have called a special spec-ial meeting of the stockholders of the said corporation for the pur-' pose of removing the directors thereof und electing directors thereof of their own choosing; that said special meeting is noticed no-ticed to he held on the 13th, day of June 1908: that without said .'183 shines ofjstock above described describ-ed the persons so calliijg said meeting do not hold one-half of the outstanding stock of -the said corporation nd therefore have no right to call the said meeting; that no special meeting of the stockholders of said corporation for said purpose has been. called by any officer or officers "of said corporation who are authorized by law to call the same; but that said defendants' Maughan and Turner with others assuming and pretending to call said meeting solely upon the ground and for the reason that 'they are the holders of at least one half of the outstanding capital stock of the said corporation1; that the said defendants Mnughan'umi, Turner threaten to vote said 1183 shines of stock at said special meeting and will vote the same unless restrained re-strained by nu order of this court. 8. That the plaintilV has no plain, speedy or udequatetremody at law. "Wherefore tho jilaintitV prays: First : That the said action of the said directon f the said corporation cor-poration in j-sufing said three hundred and eighty thiec shares of stock he annulled anil set aside. Second : That it lie declared by decree of the court that the persons per-sons calling said special meeting have no right to call the same. Third: That defendants MUughiiii and Turner be temporarily tempor-arily restrained from voting said HSU shares of said stock, at said special meeting, and that upon the final hearing of tho case said injunction be made permanent, and for such .other or different re- lief ns may be proper in equity, and for costs of suit. GEO. Q. RICH, Att'y. for Plaintiff. State of Utah ) )SS. County of Cache ) William H. Thain being duly sworn upon his oath deposes anrf says: that he is the plaintiff named nam-ed in tho obdve entitled cause; that he has read the above and foregoing complaint and knows the contents thereof and that the matters therein stated are true 4o the knowledge of the deponant. Win. II. TIILUN, Subscribed and sworn to before me this 8th day of June 1908. DAVID MAITSON, Clerk. In The District Court of The First Judical District of The State of Utah, County of Cache. William II. Thain, Plaintiff, vs. The Logan Newspaper Company, n corporation, Joseph Odell, Herschel Bullen, Jr., and James C. Walters, Directors of said Corporation, Cor-poration, and W. W. Maughan and Fred Turner, Defendants. TEMPORARY RESTRAINING ORpER. Upon reading the verified complaint com-plaint of the plaintiff in the above entitled action, and it appearing to the court that this is a proper 1 case for such order to be made, it is hereby ordered, that upon filing of bond ih the sum of Five Hundred Hun-dred Dollars, with sureties to be approved by the Clerk of the District Court of Cache CountyJ 'State of .Utah, the above named defendants W. W. Maughun and Fred Turner be temporarily restrained re-strained and enjoined from holding hold-ing the special stockholders meeting meet-ing of the defendant the Logan Newspaper Company, called to be held on June 15th, 1908, pursuant o the call heretofore made therefor there-for by the said defendants Maughan and Turner ami others, mentioned in the complaint and thai said defendants Maughan and 'Turner be further temporarily temporar-ily enjoined and restrained from voting the said three hundred and I eighty three shares of stock of said defendant corporation, men- tinned and described in the complaint, com-plaint, and that said defendants I Maughan and Turner show cause .before this court on the 2nd daj of July 1P08, at 10 o'clock n. m. jon said day at 'the court room thercof-in Logan Cty, Utah, why the said injunction should not he made permanent. Dated at Chambers at Ogdcn City, Utah, this 8fh day of June 1908. J. A. HOWELL. Acting Judge. It will r seen hv the charges set forth that the complaint Is based, In part, on the acts of the secretary of the company, who is an attorney oi this city, In whose ability we, heretofore, hereto-fore, have had unlimited confidence An answer to the above will be filed within the statutory time. Such then are the facts of the case In reply, now, to the accusation (f The vestern Weekly that we want to replace one political clique by another, we wlsii in stale Him r lie I r asscitiun is absolutely fuiM W c claim in ic(r-sent ic(r-sent the principles or llie national, state and local republican part), as set forth In Us recent uoiinij p ,.t forms, to the effect that count) m.il precinct chairmen shall hae the supervision su-pervision of their political districts and shall not allow any three or four men outside these organizations to usurp their rights and duties. If they should permit sucli encroachment on their rights, they would be following a couisb which in our opinion would lead to the ultimate disintegration of the republican party in Cache county, and this certainly all would deplore Four years ago by-laws were drawn up and passed by republican representatives repre-sentatives of the people of this county in conentlon assembled with tho above-mentioned purpose In view, that is to safeguard the rights and duties of the county and precinct chalrirleu, and we frankly ask whether these bylaws by-laws hae been compiled with and we can answer emphatically, no On the other hand the wishes of the people, comprising the republican party In this county have been Ignored and trampled under foot. The men whom The Western Weekly seem to think ambitious to become political bosses have no such desire. They merely wish to be recognized and respected as republicans and use the paper to support the wishes of the representatives representa-tives of the republican party, whoever thev may be, as expressed In their county conventions We feel confident confi-dent that "5 percent of the republicans repub-licans In the county will Indorse the opinion of these majority shareholders, for thay are standing up for the rights of the people and the permanence, as an Integral whole, of the republican party In Cache valley, and we know whereof we speak. |
