Press and daily Dakotaian., July 13, 1880, Image 4

About Press and daily Dakotaian. (Yankton, Dakota Territory [S.D.]) 1880-1889

Image provided by: South Dakota State Historical Society – State Archives

                
V(
Pi*
pj"
i°
ih
$
I
rr
&
r1?
I
Ir
I?
it'*
zi
SS'1
YANKTON DAKOTA.
Tuesday Evening, July 13, 1880.
THE DAILY PRESS & DAKOTAIAN
III published
EVERY EVENING, EXCEPTING SUNDAYS.
TKBMB OF SUBSCRIPTION:
By carrier*—Per month, $! per year, $12.
w,c mail—Per month, 85 cents per year, $10.
(yOffice on TKird street. Press and Dakotaian
block.
llOWEN & KINGSBURY. Proprietors.
FOR 73 CEXT8
The WKEKL* PRESS AND DAKOTAIAN will be
sent to any address from this date until Decem
ber Slat, for 75 cents. The weekly will contain
all important telegraph news, political intelli
gence, local events, and a very complete record
of territorial affairs. All subscriptions must
be paid in advance. Address,
BOWEN & KINGSBURY,
Yankton. Dakota.
LOCAL OBSERVATIONS.
UNITED STATES SIGNAL OFFICE,
Yankton D. T., July 13.1880.
River Blight rise, stands 12 ieet above
lower wnter mark. The maximum tem
perature up to 2 p.m., to-day, 85 degrees,
i..
w.
Minimum temperature in the past twen
ty-four hours, 67 degrees. The wind
reached a maximum velocity of 26 miles
per hour last evening—northwest. 1
terday was the warmest day this month,
the mean temperature for the day being
83 degrees.
IAHAI. A.l( «.VIt'S.
Judge Davis explains. He says his
bill against the county should be subdi
vided, as follows: Sheriff's fees, &c.>
$129 witness' fees, about $68 the fees
of Judge Davis, about $72.
Social at the Baptist church Wednes
day evening. There will be select read
ings by Miss Fletcher, duet and solos by
Miss Todd and Mr. Johnson, pantomimes
and tableau, and ice cream will be served
all for fifteen cents. The public are cor
dially invited.
This morning's train was
delayed about
a half an hour to enable it to recover
from the effects of the circus. It was
given out that it would not depart until
ten o'clock,'which caused the bus load of
Merchants hotel passengers to miss con
nections. One more circus on the line
will'entitle the road to a receiver.
John MoKinney herds Holcomb. &
Schmidt's cattle, and it appears that
they have been annoying the subur
ban home of S. J. Morrow. Accordingly
Mr. Mortow filed complaint against Mr.
McKinney before justice Davis, and a
hearing of the case was had this forenoon.
The justice has taken time to consider
the question before rendering a decision.
Passengers who came down on the
steamer Black Hills from Fort Pierre in
form us that the Bismarck stage compa
ny is perfecting arrangements for trans
ferring its stock to the Pierre route.
When this is accomplished and the Wy
oming stage company gets its line in op
eration, passengers on the Pierre road
will have the choice of two first class
lines.
A placard in the postoffice last night
read: "Mail at 8:30 (three and one-half
hours late). Train held until the ele
phants are fed." It happened, however,
that the train did not arrive unti^four
o'clock this^morning, from which it may
be inferred that the elephants were pos
sessed of remarkably tenacious appetites,
The Milwaukee folks will never sacrifice
the enjoyment of their customers by per
mitting a mail train to leave Sioux City
until the last elephant swallows his last
mouthful of hay.
The jury summoned by Coroner Etter
consisting of Dr. John D. Wood, John O.'
Bates and A. Schandien, to enquire into
the causes of the death of Mrs. Louisa
Kaiser, have returned their finding,
which iq on file in the coroner's office.
From the testimony produced the jury
decides that Mrs. Kaiser came to her
death from an overdose of morphine, not
taken with any suicidal intent, but by ac
cident, her physical condition having
much to do with the effects of the drug.
The coroner's jury also direct the atten
tion of the next grand jury to the man
ner in which morphine and other poisons
are sold-by druggists, with a view to as
certaining whether or not they comply
with the laws regulating the sale of poi
sons.
The train from Sioux City, due in
Yankton at 5 o'clock last evening, did
.* not arrive until 4 o'clock this morning.
The causes of the delay were first, the
train was held at Sioux City about two
hours to accommodate the few people
along the line who went down in the
morning to see Barnum's show, and sec
ond, when between Elk Point and Ver
million the locomotive gave out and the
train remained at a stand still until
another locomotive was sent down from
this city to pull it up. While this was
unpleasant for the excursionists and
regular passengers, the intentional and
unavoidable delays were the cause of
much unfavorable comment by business
men and others who were thus deprived
of their usual evening mail.
The board of county commissioners is
quietly considering a proposition to
present to the district court a motion for
an injunction to restrain the Sioux City
& Dakota railroad company from issu
ing stock for the construction of addi
tional lines out of Yankton, and thereby
depreciating the stock held by Yankton
county. Another part of the pro
gramme is to ask for the appointment of
a receiver for the road until such time
as the court can act upon all
contested points. We believe that the
commissioners should consult with their
constituents before taking a step of such
vast importance and not permit their
action to possess an appearance of secre
cy. Very few people in Yankton know
of this contemplated move, which, if suc
cessful, will stop the building of the
road to Scotland and throw the Sioux
City & Dakota line into a condition
where it will be of no value to this com­
12 iteSt"*
munity. The Milwaukee company lias
pledged itself to.build the Scotland ex
tension and is now prepared to go ahead
with it if let alone. If there is any real
merit in the proposed action of the'ooun
ty commissioners, why is it necessary to
keep the thing so much in the dark
SITUATION—WANTEO. jj
By two experienced girls to go iip to
one of the forts. Situations wanted im
mediately. Apply or address I. J., care
of Press & Dakotaian office, Ynukton,
D.'.T.
PKKSOXAi..
Fred J. Fox, of Niobrara, is in town.
W. H. Clayburn, of Niobrara, is in
town,
M. S. Parker was taken suddenly and
severely ill last night.
D. T. Bramble^returned on the steamer
Black Hills from Pierre.
Jacob Schaetzel jr., of Sioux Falls, ar
rived in Yankton last evening.
George S. and C. H. Burton, of Santee
agency, are registered at the Jencks.
Miss Hattie White and her sister Ella
arrived last night from Cheyenne on a
visit.
Ex-Governor John A. Burbank arrived
last night from the east and went to
Springfield to-day.
Mrs. Gregory, mother of the late Mrs.
B. W. Burns, will leave in the morning
for Faribault, Minnesota, and other east
ern points.
F. H. Peavey arrived last evening from
Niobrara, and is in town to-day, having
missed the train for Sioux City this
morning.
James Taylor, formerly of the Herald,
returned to-day on the steamer Black
Hills from a trip to Deadwood and other
points in the Black Hills.
Walt. Butterfield, a machinist and en
gineer in the employ of the railroad and
the Escelsor mill company in this city
for several years, left this morning with
the intention of going to the Sandwich
Islands, where skilled mechanics are in
good demand. Mr. Butterfield has many
warm friends in Yankton who will be
pleased to hear of his success in his fu
ture island home in the Pacific.
S. P. Gamble returned on the steamer
Black Hills from Pierre, where he has
been to make arrangements for the stock
ing of the Pierre stage route to Dead
wood. Two car loads of horses for this
service are on their way from Omaha,
and Mr. Gamble will go to Sioux
City to-morrow to meet the horses
and hurry them through in time to ship
them on the Hills. If he succeeds in
getting them here in time for that boat,
he will put the line in operation on the
21th inst.
LOST.
On Linn or Third street, Sunday even
ing, a cameo ear drop. The finder will
be liberally rewarded by leaving it at
I. PILES,Third street.
rut: hivek.
The steamer Meade arrived this morn
ing from Sioux City, and after a brief
stop passed on up the river.
The steamer Black Hills arrived at 11
o'clock this forenoon from Fort Pierre.
She will load immediately for another
Pierre trip, and will leave without de
lay.
FOR SALE.
The building formerly known as the
"Postoffice Saloon Building," situate
just west of John O. Bates clothiug store
on Third street and occupied by M. B.
Gorham as a grocery store. Also a good,
large Ice Box and a saloon counter. In
quire of E. T. WHITE,
Attorney at law, Yankton, D. T.,
Over Eiseman's store.
THE AGGRESSIVE COMPANY.
Reported Purchase by the Milwaukee Com.
pany of the Northwestern Road
West of Cetlar Rapids.
Sioux City Journal, 12th: The Du
buque papers of the 9th say that railroad
circles are now agitated over the report
ed purchase by the Chicago, Milwaukee
& St. Paul company of John I. Blair's
road from Cedar Rapids to Council Bluffs.
One of the papers, the Herald, says from
Cedar Bapids to Sioux City, which
would indicate that the Sioux City and
Pacific is included in the deal. The same
paper says: "This is bringing the war
against the Northwestern eompany right
to their threshold. That ain't like going
into the back yard to make a ten strike.
If it should prove to be true, it will be
the worst blow the Northwestern compa
ny has received yet, for it is not only
getting possession of territoiy which
they have controlled, but is taking from
them the vei-v means by which they con
trolled it. This would necessitate the
building of anew road by that company,
unless it is willing to abandon Inna tn
its shrewd and powerful rival. A few
days will probably show how matters
are." The line from Cedar Bapids to
Council Bluffs is apart of the mam line
of the Chicago and Northwestern be
tween Chicago and Council Bluffs, and
if the sale has really been made the
Northwestern will be forced to build
another line, as it could not afford to
give up its trans-continental business. It
will be remembered that the Milwaukee
some time ago (jot possession of the Iowa
and Pacific, giving it a route from Chica
go to the Mississippi river, and that it al
so got hold of a line from the river to Ce
dar Rapids, so that it has only needed
Blair's stnp of road from Cedar Bapids
west to give it a direct line between Chi
cago and Omaha. All this may account
for the great haste with which the North
western is now pushing west what is
known as the Toledo and Northwestern,
and of which the Journal has made fre
quent mention of late. Several officials
of the Milwaukee passed through Du
buque on the night of the 8th, bound for
Ackley, and it is intimated-that the com
tany has an eye upon the Central of
owa. No scheme appears to be too bold
or too big for the aggressive Milwaukee
to attempt.
Chicago Inter-Ocean, 9: The general
freight agents of the Chicago and North
western, Illinois Central, and Chicago,
Milwaukee and St. Paul roads held a con
ference at the Grand Pacific hotel yester
day afternoon for the purpose of adjust
ing rates to Sioux City, which have been
somewhat demoralized of late, since the
Chicago, Milwaukee and St. Paul road
opened its line.
Highest cash price paid for rags and
metals at J. C. Mormon's Capital Store.
THE RAILROAD CASE.
Decision of judge Shannon in the
Matter of the Application for an
Injunction Against the C., M.
and St. P. Road. ....»
The Kentraiiiiiiir Order Dissolved ami the
.. Injunutiou Denied,
In the district court this morning
Judge Shannon delivered his deoiBion
upon the application of the John I. Blair
interest in the Sioux City & Dakota rail
road to restrain the direotors thereof from
issuing stock and bonds upon a proposed
extension of the road to Scotland. .The
decision of the judge is that the order
restraining the directors from the issu
ance of stock and bonds at the rate of
$8,000 per mile upon the proposed line
from Yankton to Scotland, whioh order
was issued ex parte upon the application
of the attorneys for the plaintiffs on the
12th of June last, be dissolved and the
application for an injunction denied.
Thus, the position and legal status of
the directors of the Sioux City & Dakota
railroad company are the Baine as that
occupied by them prior to the granting
of the restraining order of the 12th of
June last, and, unless other restraining
proceedings are instituted, they can now
proceed with the business they had in
hand on that date, namely, the extension
of their road from Yankton to Scotland.
The great length of Judge Shannon's
opinion—which is pronounced by all who
heard it as a clear and very able presen
tation of the legal aspects/of the case—
preclude its entire publication in to-day's
paper. After reciting the history of the
case, Judge Shannon proceeds as follows:
From this introductory history of the
case, I now proceed to the consideration
of the questions presented. And the
main one is, has this railroad company—
the Sioux City and Dakota—legal au
thority to extend its Yankton^ine to
Scotland, or that vicinity, so as there to
connect with the Chicago, Milwaukee
and St. Paul railway.
Originally there were two corporations,
the "Dakota Southern," and the "Sioux
City and Pembina" the former incorpo
rated in March, 1871, undei and by vir
tue of the provisions of the general
incorporation act of Dakota territory,
approved January 6th, 1868 and the
latter incorporated in September, 1870,
under the laws of the state of Iowa.
These two were consolidated, in August,
1879, and became the Sioux City and
Dakota B. R. Co., as it appears by the
jreement or articles filed, the 31st of
^arch, 1880, and recorded in the office of
the secretary of this territory.
At the meeting called for consolidation,
it appears that this plaintiff cast votes
equivalent to 1,600 shares, in favor of
such consolidation, whilst C. G. Wicker
voted 1,400 shares also in approval—no
ballots having been cast against the
same.
The number of directors was fixed at
seven, and the first election was appoint
ed for the 28th of October, 1879. It was
also provided that the seven persons
having the highest. number of votes, at
such stockholders' meeting, should be
the first directors of the company, and
should hold their office until the first day
of January, 1880, and until others are
chosen. It was further provided that
the regular, annual election should be on
the first Monday ol' December of each
year—but that the directors then elected
should not enter upon their duties until
the first Monday of January following.
The 6th article is as follows:
VI. "The number of shares of the
Sioux City and Dakota railroad company,
shall be thirty thousand 130,000J, each of
the par value of one hundred dollars, of
which six thousand [6,000] shares shall
be preferred, and twenty-four thousand
[24,000] shares shall be common stock,
the issue of common stock being at the
rate of eight thousand
[88,0001
dollars
per mile.
The 7th article relates to the
conversion of the capital stock of the
original companies into that of the new
company by which it appears that, of
the 30,000 shares of the new organization
only 15,000 shares have been absorbed
by the agreed process of conversion, leav
ing 15,000 shares of the fixed capital
stock unappropriated, and subject to
any proper or legal disposition.
It is not pretended that there was any
irregularity in the election of the board
of directors, whose names are above
given. On the contrary it is admitted
that they were all duly and unanimously
chosen. The plaintiff having the con
trolling interest and voice at the elec
tion, could have selected any directors at
his pleasure but lie joined of his own
free will, in the election of all these men,
It is true he asserts that he was deceived
by the private promises, or pledges, of
one of them, made before or at the time
of the election but this is denied by the
individual sought to be implicated.
How far such alleged pledges, if true,
made by a party about to be elected
trustee for the benefit of all the corpora
tors, to any individual stockholder,
ought to operate upon a chancellor, I
need not now state. One thing seems
to be certain, that directors are trustees,
who must act not in the interest of an
spi
:ood of the whole.
one stockholder and for his special
the plaintiff has all ho then thought pro
per to stipulate for. Those matters are
in abeyance by voluntary consent, and
there tneymust remain until the appoint
ed time.
Full, fair and legal notice is admitted,
as to the meeting of June 12th. No trick
or chicanery as to this hasbeen suggeBtod.
The plaintiff and the other two direotors
chose to stay away, instead of attending
and presenting their views. The propri
ety of the proposed extension and branoli,
was to be considered and a majority of
the board (four) unanimously voted for
those measures.
It is quite unnecessary to lengthen or
elaborate this opinion by quotations from
the several statutes, as to the authority'
of the company to extend its line from
Yankton to a junction with the other rail
way at or near Scotland. Careful study of
our laws satisfies me that the power ex
ists and so with regard to the proposed
brauch of five miles from Elk Point. The
last enactment on the subjeot declares
that any railroad corporation may extend
its road from any point named in its
charter or articles of organization, or
may build branch roads from any point
on its line of road.
Whilst the assent of tl)e stockholders
is reqnired in adopting by-laws, and in
removing direotors and whilst the capi
tal stock cannot be increased unless by a
vote of the owners of two-thirds of the
stock, and there can be no consolidation
of companies unless the terms be approv
ed by each, by a vote of the stockholders
yet, strange to state, in relation to exten
sions of the road, or branch roads, no vote
of the stockholders is demanded.
On the contrary, the act of February
18tli, 1879, expressly leaves the latter to
the judgment^ and control of the direc
tors. The process is easy, and is as fol
lows
"Before making such extension of
building any such branch road, such cor
poration shall by resolution of its direct
ors, to be entered in the record of its pro
ceedings. designate the route of such pro
posed extension,^or brauch, in the luiui
uer provided in section one, and file a
copy of such record, certified by the pres
ident and secretary in the office of the
secretary of the territory, and cause the
same to be recorded as provided in sec
tion one. Thereupon such corporation
shall have all the rights and privileges to
make such extension or build such branch,
and receive aid thereto, to which it would
have had if it had been authorized in its
charter or articles of organization."
The legislative assembly has thus seen
fit to confer tliis power upon a majority
of the board, in like manner as it has bes
towed upon the board the power of bor
rowing money when necessary or expedi
ent, and of executing mortgages on any
parts of their railroad, constructed or in
course of construction, for amounts bor
rowed, as security for any bonds, or evi
dence of debt, mentioned in said mort
gages, in such manner as the directors
shall think proper.
Whether such legislation is wise or un
wise it is not within my power to settle
for,if the law is plain it must be followed.
As to matter of so much importance as
the constructing of extensions and
branches and the providing of the means
therefor, most men might, perhaps, think
that the stockholders ought to be con
sulted, and that the majority in interest
should govern but such' arguments are
worse than idle in the ease of those who
may have deliberately taken stock under
such laws, or who, perchance, may have
aided in the procurement of such legisla
tion. That a majority of the trustees ol
a corporation, may act in such affairs, in
contravention of the known wishes of
those who hold the majority of the stock,
is the fault (if fault it be), not of the ju
diciary, but of the legislative branch of
the government. The acts of the major
ity of the board, within the scope
of the authority conferred, bind the
corporation and its property to the same
extent as the acts of an agent bind his
principal. A decision of a majority when
duly assembled, is valid as a corporate
act.
The power to perform the contemplated
acts stated in the notice of the meeting,
being shown, the means or mode of ac
complishing them is left in no doubt,but
iB expressly pointed ont. For legitimate
purposes, and when the whole of the cap
ital stock as limited in the charter shall
not have been subscribed, or taken, the
directors may open books of subscription
to fill up the capital stock, in the
manner prescribed by law, and may from
time to time receive subscriptions until
the full amount of the fixed capital is
sub
scribed. This is one of the ways of
raising resources another is by borrow
ing money on bonds and mortgage, as
before stated but surely the latter
method should not be pursued where
the former is available. As to the de
sireableness and advantage or rather ex
pediency of the proposed extensions,
most assuredly that is not a question for
a judge or chancellor the law leaves
that to the judgment of a majority of
the board, and for any mere error in
their decision in this regard, I know of
no remedy. Not a word, however, was
uttered in the argument against the util
ity or advantage of the extensions in no
way was it pretended to be shown how
they would work against the true inter
ests of the corporation. The power was
denied by the plaintiff, but not the ex
pediency when viewed as a corporate
measure. The veritable cause of com
plaint when all that was said in opposi
tion is simmered down—was, and is, that
in the subscriptions to the new stock,
the plaintiff might lose his majority in
terest in the company, and thereby
cease to have a controlling voice in the
future election of directors, etc. In other
words, the plaintiff's apprehension seems
to be that the four directors (judging
from their past transactions) will not, or
may not afford him a fair opportunity of
taking such shares of the additional
stock as he may in such event, desire to
to take. Yet while absolutely denying
the power, and asking for an injunction
restraining the issuing of any stock
whatsoever (now matter how lawful) he
has been careful to file no stipulation
agreeing to subscribe for any number of
shares, provided the power'to issne be
maintained. Planting himself upon a
bold negation of the authority of these
directors in the premises, the fears al
luded to have not been expressed, but
intimated. It cannot be denied that the
plaintiff himself on a former occasion
signified his willingess to extend the
road in the direction of Scotland, pro
vided he were left in the undisputed po
sition of control and management. And
the very essence of the contention, no
matter how disguised, is for the mastery
of the corporation through a majority of
stock.
E
vantage, but for the
Our laws declare that they are such
trustees and that the corporate powers,
business, affairs, and property of every
railroad corporation must be exercised,
conducted, managed, and controlled by
the board of directors, to be elected from
among the holders of stock.. The elec
tion must be by a vote of stockholders
lepresenting a majority of the capital
stock subscribed or taken. It is further
prescribed that no director shall be re
moved from office, unless by a vote of
two-thirds of stockholders holding two
thirds of the capital stock, at a general
meeting held after notice of the time
and place, and of the intention to pro
pose such removal. It was candidly con
ceded upon the argument, that our civil
courts possess no power to oust any di
rector during his term of office but that
the sole remedy for such purpose is as
expressed in the statute. The court, or
the judge has jurisdiction to enjoin and
lestrain the commission, or continuance
of illegal or fraudulent acts, or those in
volving a breach of corporate trusts but
there is no such jurisdiction if the act of
the directors be lawful, and if the mode
of doing it be according to fair and pre
scribed rules.
That the plaintiff was deceived or be
trayed by a director, in consequence of a
broken oral promise, is not now a subject
of discussion. That relates to past trans
actions (those of the 20th of March), and
is to be determined .at the November
term, nnder the testimony yet to be tak
en. It can not be determined now, be
cause it is denied under oath. One affi
davit stands against the other. Fraud is
not to be and cannot be presumed. Its
actual existence must be proved.
But what has all this to do with the
matter now before me Sufficient reme
dy has been applied to the transactions
of the meeting of last March, at least
Now the law itself directs how such
subscriptions are to be taken,
and under whose management the
books are to be opened. There
must be fair notice of time
and place, with full public opportunity
to all who may wish to subscribe. Such
proceeding, the law declares, must be ac
complished in open light, and not under
cover of any bushel. The president can
not, of himself alone, direct and govern
the manner of taking subscriptions, or of
issuing the stock, for that is lodged, by
the statute, in the -directors, The cor
porate trust is reposed in the board and
in the discharge of their solemn and re
sponsible duties they should take care
to abstain from any unconscientious ad
vantage over anyone, even through the
forms of low. They are bound by the
stern obligations of the trust, to act, in
all things, for the best advantage of the
entire body of corporators, disregarding
-the ifeere private onds and interests of
auy individuals, when the latter would
militate against the substantial welfare
of the whole in endeavoring to carry out
the objects of the association.
But the judge is not now asked by,the
plaintiff, on any proper Bhowing, to di
rect how the proposed stock shall be sub
scribed, or,by whom it shall be taken or iu
what proportion it shall be distributed
to
vany
competitive subscribers. His
prayer is simply foraninjunction against
the issue of any stock. The books have not
been opened, and consequently there are
as yet no subscribers in competition, or
otherwise. Let us first see wuo are will
ing to subscribe for the 3.000 shares, and
to take eucli ono of the shares at its par
value of one hundred dollars. Let us
ascertain whether the requisite sum of
money can be thus obtained, and wheth
er the board is in earnest [as now we are
bound to believe] in avowing their iii
tention to build these extensions before
uext winter. In fine, let us discover, in
the progress of events, whether as the
plaintiff intimates, the object in view is,
or is not, merely to absurb the stock, for
ulterior purposes, without constructing
the road to Scotland. Coming events wiU
form the tonch-stone by which the good
faith of the trustees is to,bo decided
but sufficient for the day iB the evil
thereof.
In
thiB
connection, the serious question
is, can a judge or the court so interfere
in relation to subscriptions in project, as
to take their management, or control,
from the persons appointed by the law
to regulate them If so, where is such
power expressed An illegal exercise
of authority may be enjoined and so
with any breach of corporate trust. But
where a legal discretion is bestowed up
on such trustees, at most only a broad
and manifest abuse of it can be reached.
But, again, what constitutes such gross
abuse?
Where there is strong competition for
the stock, aud where each ol two respon
sible parties is willing to take the whole
number-of shares, or each is willing only
to take a majority of shares, but no more,
who is to determine, in the absence of tui
amicable compromise? Can the court
interfere, or must the trustees alone de
cide? In such supposed predicumeut,
what should the board do Or rather
what determination of theirs would
amount to a gross abuse of their discre
tionary power? If, iu their judgment,
the granting of the stock to one of such
bidders, in preference to the other, would
more advantageously carry out the wel
fare of the body corporate, and the stock
should be so awarded, what jurisdiction
is there in court, or judge, to reverse or
restrain such as tlieir honest arbitrament
Iu such cases, there is no expressed or
fixed rule of decision, none by which it
is commanded that the stock shall be
alloted in parts or portions, to this in
dividual or that one. Nor is there any
law, or by-law, by which it is declared
that the new stock shall be distributed
among the old stockholders, or any of
them, if they so wish, in proportion to
to the amount already held by them. In
conclusion, there is no law or regulation
(that I am now aware of) which
makes it incumbent upon me to see that
auy stockholder who may now have a
majority in interest or amount, shall, in
the issuing of new stock, have such pro
portion maintained. As it at present
seems, I have no such authority. But
still as it is a most important point, I
am willing to leave it open for any fur
ther discussion that may be desired, upon
a proper application and at a fitting time.
Thus far I have purposely omitted any
mention of the objection taken at the
hearing, to the absence of a supplemen
tal complaint, alleging the facts occur
ring after the former complaint. How
far this ought to operate, the one way or
the other, as to the granting of an* in
junction in a case like this, I shall, for
the present leave undetermined.
From the above views, the following
conclusions are arrived at:
1. That the alleged misdoings of the
four directors, at the meeting of the
20th of March last, are matters that by
choice and agreement of the plaintiff,
cannot be determined until the Novem
ber term, upon full hearing aud argu
ment.
2. That even if those transactions
should be found illegal or fraudulent and
void, yet that fact ought not to operate
so as to prevent the board from now do
ing any acts which are legal, authorized,
and fairly within the scope of their
powers, and for the advantage of the
body corporate.
3. That the law confers upon the ma
jority of the directors, the express power
to make the said extension, and to build
the said branch.
4. That for said purpose it is lawful
to open books and to rcceive subscrip
tions to the capital stock, in the manner
pointed out by law.
5. That for the purpose of defraying
the necescary expenses of said construc
tions, so as to be made in good faith and
within reasonable time, the said compa
ny has power to issue its stock at the
rate of eight thousand dollars per mile,
to lawful and responsible subscribers,
and in the mode pointed out by the
statutes.
6. But that no such stock shall be sold
at less than its par value of one hundred
dollars per share and when full payment
is made, certificates may be issued and
delivered to such subscribers.
7. That if by such sales of stock, the
requisite funds can be procured, it is
neither necessary nor expedient to issue
bonds, as proffosed in the resolutions, and
to sell them at ninety cents on the dollar.
The restraining order must be dissolv
ed, and the injunction is denied.
Mr. F. H. Adams, who now has charge
of Ketchum's photograph gallery is pro
ducing the finest pictures made in the
west. We would be pleased to have you
call and examine specimens. We make
all of the latest styles of panels, cards,
&c. W. R. KETCHUM,
afford to pay.
EST
Photographer.
REMOVED.
China Hall will be removed to the old
postoffice building between Walnut and
Douglas avenue, on August 1st.
Until that date I will sell at cost so as
to save expense of foioving. Call and see.
JOHN CUNNINGHAM.
BOOTS AND SHOES.
Having opened a boot and shoe repair
shop one door north of the reform men's
club room, I am ready to do all work in
my line neatly and promptly.
O. H. LOOMIS, Yankton.
W. R. Ketchum the photographer is
turning out first class photographs at
his new photo rooms at the very lowest
prices—stereoscopic views of Sioux Falls
and a great variety of Indian views and
still they go at only ten cents each, at
my photo gallery, Third street.
W. R. KETCHUM.
ROOMS TO RENT.
A suite of four or five rooms to rent,
nicely painted and repapered, over H.
W. White's Gun store, one door north
of Third street on Cedar. Will rent
cheap to a responsible party.
H. W. WHITE.
HOOTS
WISE BROS., Third St,
AN»*nom.
J. A. WEEKS.
Now I am ready with a largo stock of BOOTS antTk
SHOES for the SUMMER TRADE. I bought my Goods
early at LOW PRICES from the largest and best factories
and am willing to sell them at prices that people can
BOOTS- and -SHOES.
Come and see my Goods. You are sure to buy if you do.
They consist of Ladle's, Gentlemen's, Children's and
Infant's Button, Laced and Congress £hoes. Walking
Shoes and Slippers in great variety. CAPITAL STREET.
NEW GOODS. NEW GOODS. NEW GOODS.
X. ILE
(SuoocBBor to I. Piles & Co.) is Receiving liU Spring Stock of
Boots and Shoes
Which be is selling
-A.T X-0"W PRICES.
Call and Examiiic His Stock and Prices Before Purchas
ing. It Will pay You.
A. full line of Bnrt & l'ttckydX Burt & Mejir's nml Kilvrin O. Burt'n Fine Shoe* constantly on
nana. OnUlLHs tliOM Ul(OUNJI{\ will rcceive prompt attention.
SIGN OF THE BUFFALO HEAD,
Til I It It STItEliT,
A N O N A
WISE ltltOS. COLUMN.
Everybody's Opportunity!!
20,000 DOLLARS
Worth of Goods to be Sold,
REGARDLESS COST.
WISE BROS.
Are Closing out their entire stock of
Clothing and Furnishing Goods, prepa
ratory to retiring from business in this
City. THESE GOODS MUST BE SOLD
WITHIN THE NEXT
Isstsr a-
RARE OPPORTUNITY FOR EVERYBODY
TO
Sec"o.re CS-ood. ZE3a.rgra,in.s.
Special Inducement Offered
C©-CLxitr3T 2^excla-a,aa.ts-
ja
ja
next door to First National Bank.