UC BERKELEY MASTER NEGATIVE STORAGE NUMBER 00-136.5 (National version of master negative storage number: CU SNO00136.5) MICROFILMED 2000 UNIVERSITY OF CALIFORNIA LIBRARY PHOTOGRAPHIC SERVICE USAIN State and Local Literature Preservation Project Funded in part by the National Endowment for the Humanities REPRODUCTION AVAILABLE THROUGH INTERLIBRARY LOAN OFFICE MAIN LIBRARY UNIVERSITY OF CALIFORNIA BERKELEY, CA 94720-6000 COPYRIGHT The copyright law of the United States (Title 17, United States Code) governs the making of photocopies or other reproductions of copyrighted materials including foreign works under certain conditions. In addition, the United States extends protection to foreign works by means of various international conventions. bilateral agreements, and proclamations. Under certain conditions specified in the law, libraries and archives are authorized to furnish a photocopy or other reproduction. One of these specified conditions is that the photocopy or reproduction is not to be "used for any purpose other than private study, scholarship, or research.” If a user makes a request for, or later uses, a photocopy or reproduction for purposes in excess of "fair use," that user may be liable for copyright infringement. University of California at Berkeley reserves the right to refuse to accept a copying order if, in its judgment, fulfillment of the order would involve violation of copyright law. Villa Land Company Minutes of meetings, Board of Directors, Villa Land Co., 1912-13-14-15 S. |.] [1912-195] BIBLIOGRAPHIC RECORD TARGET University of California at Berkeley Library USAIN State and Local Literature Preservation Project Master negative storage number: 00-136.5 (national version of the master negative storage number: CU SN00136.5) Author: Villa Land Company. Title: Minutes of meetings, Board of Directors, Villa Land Co., 1912-13-14-15. [1912-15] Description: 1 v. ([222] leaves) ; 37 cm. Notes: Land company organized in 1912 to develop a section of Fresno County into town of Biola. Typescript (carbon copy) minutes from meetings of directors for dates of November 8, 1912 to Nov. 22, 1915. Minutes kept by William Hammond Hall and corrected by him. Minutes detail workings of company and relations to other companies involved in process: Fresno Traction Company and Wells Realty Company. Board consisted of five: Lon J. Coffee (President), William Hammond Hall (Secretary), Walter M. Willett (Director), S. Christenson and P. L. Burr. Included in back is printed sheet dated Feb. 5, 1883 from Office of the State Engineer to members of the Assembly. Item concerns appropriation of money for State Engineers Office and is signed Wm. Ham. Hall, State Engineer. Subjects: Hall, William H. Coffee, Lon J. Willett, Walter M. Christenson, S. Burr, P. L. Villa Land Company. Fresno Traction Company. Wells Realty Company. Railroads -- California -- Biola -- History -- Sources. Land companies -- California -- Biola. Biola (Calif.) -- History -- Sources. Call numbers: CSL State Lib f HD275.B56 V55 1912 California Rare Bk Microfilmed by University of California Library Photographic Service, Berkeley, CA Filmed from hard copy borrowed from California State Library, Sacramento, Calif. CONDITIONS OF USE For information about restrictions on use of the original document or the content of this title in microfilm, contact California History Room Room 200 California State Library 900 N Street Sacramento, CA 95814 Phone: 916-654-0176 http://www. library.ca.gov/ PM-1 3%"x4" PHOTOGRAPHIC MICROCOPY TARGET NBS 1010a ANSI/ISO #2 EQUIVALENT he £2 2 eI = = a EER ll= ie IZ fle fs > , % A? “ec, NO 7% 0 ¥, »' % N ? A » FILMED AND PROCESSED BY LIBRARY PHOTOGRAPHIC SERVICE, UNIVERSITY OF CALIFORNIA, BERKELEY, 94720 DATE: 11/00 REDUCTION RATIO: 10 ORIGINAL SUPPLIED FOR FILMING IS ACTUALLY A POOR- QUALITY PHOTOCOPY. \ : ing o£ ge y Bieces Noid - MVS wt wf “i - ew ¢ | Qn | “ 3 — Bee Z I Villa Land Company DIRECTORS' MFET ING a9 60 ae sO A meeting of the Board of Directors of the Villa Land Company wae held at the office of the Company, on the 8th day of November, 1913. Meeting called to order by Director Coffee. He stated that the first business before the meeting was the election of of ficers. On motion of Mr. Willett, seconded by Fr. Hull, Lion. 3. Coffee was duly elected President of this Company for one year. On motion of Mr. Willett, seconded by Mr. Christensen, Wm. Ham. Hall was duly elected Secretary of the Villa Land Company. On motion duly seconded, John B. Rogers was elected Assistant Becretary. The By-laws this day adopted and approved by the stock- holders were duly and regularly adopted and approved by the Board of Directors. The Secretary reported that he had on hand Five Thousand (45,000.00) Dollars in cash as subsoript ions to the stock of the Company. The Secretary thereupon reported that a syndicate holdirg a section of land of Six Hundred and Forty (640) acres more or less, situated in the Cpunty of Fresno, being Section 18, T. 13 S., R. 1B E., N.D.B., Fresno County, California, offered to sell said property to this Company, for the sum of Twenty-five Thousand (425,000.00) Dollars. Said property being taken subject to mort- gage thereon in the sum of Sixty Thousand (460,000.00) Dollars; said letter being as follows: #Po the President of the Board of Directors of the Villa Land Company. Dear Sir:- The undersigned hereby offer to sell Section 18, T. 13 S., R. 18 E., N. D. B., Fresno County, California, cowm- prising Six Hundred Forty (640) acres, more or lees, situated ool. vrei siete 0% he County of Fresno, State of California, to your Company on the following terms and conditions | Three Thousand Seven Hundred and Fifty ($3750.00) Dollars and Two Hundred (2300) shares in your Company, to the value of One Hundred ($100.00) Dollars per share. It being understood and agreed that sald property is purchased subject to a prior mortgage thereom, dated the 36th day of September, 1913, and recorded in the Rscords of Fresno County, as page of Mortgages, said purchase being taken sub- ject to all the terms and conditions of sais mortgage, reference to which is hereby especially rade.” (8igned) Lon. J. Coffee Wm. Ham. Hall Valter M. Willett P. W. Burr 8. Christensen I. B. Rogers. On mot ion duly seconded, the President and Secretary of this Company were authorized to complete negitiations with the writers of said letter, and to close said purchase on above terms, and to execute all papers necessary and proper to effect said purchase, | On motion duly seconded, it was resolved that it is the sense of the Board of Directors of this Company that this corpoma~ tion enter into an arrangement by which this cotporation donate as an aid in building & riilroad to and into said section of land heretofore purchased the sum of Twenty-five Thousand (§25,000.00) Dollars, and it was further resolved that the President and Sec- retary of this Company be constituted a committee of two (38) with the power to oarry out the purpose of this resolution. On motion duly seconded, it was resolved that about One Hundred and Thirty (130) acres in the center of Section 16, Rere- tofore purchased, be laid out as a town and that the rena ining por- tion of said section be laid out in acre tracts; and it was fur- ther undnimously resolved that the President of this corporation is hereby empowered to expend such sume of money as in hie discre- tion are warranted in preparing maps and filing same with the Board of Supervisors of Fresno County and take such other action as will be necessary in the premises. A communication was read by the Secretary from Murrs Company, a corporation, by which said company offered to undef Fy oe 27 - the selling of said property on a groes selling price of approxi- rately Three Hundred and Aixty-three Thousand ($363,000.00) Dol- lars, on a commission of Twenty (307) per cent, said corrission be ing payable one-half (1/2) of all partial payments on uilew until the comrission on sach particular sale has been paid, and Twenty (204) per cent on all ozzh payments, en motion duly seconded, the President and Secretary were authorized to close with said ¥urray & Company on the basis of said letter, and to executes any documents nacezaary to curzy out the purpese of this remsoluticn. On motion duly seconded, the meeting then adjourned. Certified as correct: JY < ot! - Beoretary. These ¥inutee mre hereby rrrovad as correct: waged Eye: XY Colfer. Pros Ldent. | : U \J Pe fan {Not Baocratary. Jailer MV lett” Nirsotor A Villa land Company DIRECTARAY XEETING $88 ®50 Hs 0 Pe * A meeting of the Bourd of Directors of the Villa Land Company was held at the office of the Company on November 21st, 1918, at 2:30 P. 7. a the Directors prssent. ¥inutes of previous meeting, of Nevember 8th, 19813, were read and approved. Director Willett submitted a draft of an agreement be- tween this Villa Land Company and the Fresno Traction Company, and Walter ¥. Willett and John B. Rogers, relative to construction of a railway to the Land Company's Biola tract, by the Traction Company This agreement was discussed, amended and adopted as amended. On motion duly seconded, the President and Secretary were authorized to adjust the amendments with the Railway official and then to executs the agreement on behalf of the Villa Land Company. Certified as correct: Ysera (Yall, Secretary. villa Land Company DIRECTORS! MEETIRG 80g eq Sa Rav here A meeting of the Board cof Directors of the Villa Land Company was held at the office of the Company on Decerber 4th, 1212. All the Directors were present. On motion duly seconded, the President and Secretary were author- ized and directed to accept cancellation of the existing nortgage exe- cuted by ¥%.. Ham. Hall to A. V. Lisenby, and to execute a new one in the name of the Company. On motion duly seconded, the President and Secretary were author- ized to enter into an agreement with the Murray Company for the sale of the Biola lote and acreage, on terms substantially as given in the draft- of an agreement submitted by the President. On motion duly seconded, the President and Seoretary were im ized to snter inte an agreement with John Haunifin for the exscution of street work on the Company's Biola tract on terms substantially as those reported by the President to this mesting. On motion duly seconded, the President and Secretary were author ized to enter into an agreement with the Fresno Realty Syndicate for the construction ard operation of water works pn the Company's Biola tract, substantially on terms reported as available by the President. On motion duly seconded, the meeting then adjourned. Certified as correct: Secretary. Dignad. Ane. = oo Cl Cds oY Tt vo Ud Pru. Minutes of Meeting of the Board of Directors of the Villa Land Company Held Friday, Febrvary 18, 1913. POS RENIN BOeEOSEAEAN CSN ES At a meting ot which were presents L. J. Cof foe P. L. Bury ¥. ¥. Willett Se. Christensen AY the off ice of the Villa land Company, San Francisco, Cilifornia, on February 18th, 1913, at 2 o'olcak P., Me, Mr. ¥illett announsed that 1t had becoms necessary to wake a change in the route and sastern terminus of the proposed railroad to the Cow pany 's Biola townsite, and that it was now proposed to build from Biola in a southeasterly direction to the Southern Pacifio Com pany's track at Relinda etation, a distance of about six miles, in lieu of easterly to the point on the railway near Kuscatel, a distance of about nine wiles. Responding to an inquiry by Mr. Hall, Mr. Willett ex plained that the change of route and connect ion was mde necoes- surg by the prospective change of ranagement of the main line re ilroad on whiobh KHusgatel 1s situated. ¥r. Hall protested that the Villa Land Company had entered into agresment with the Fresno Traction Company, whereby the latter had obligated itself to build and operate a certain line of railway; that the proposed change would be detrimental to the Land Company's interests, and would work injury and damage to its stockholdere; that as a stockholder in the Land Company, he objeoted to the change, except a sufficient reason be shown, and except that the Land Company be duly compensated in some rsa- sonable way for its loss snd damage by the Traction Company. Mr. Willett then road a form of resolution which he #¢uld ask the Directors of the Company to adopt. ¥r. Hall called attention to the faot that there was no time limit provided in the resolution within which the Railway Company should complete the railway on the newly proposed line. RT Hr. Willett then inserted a time limit of sixty days. Mr. Hall contended that the bonus should ve reduced and rade proportional te the reduced length of the railroad, Nr. ¥illett contended that thia could not be done; that the Traction Company people would not agree to it. ¥r. Coffee argued that the Land Company ought to take what it could get, and deo it quickly. Br. for one, wanted a railroad to Biola, and was in facor of petting one from Rolinda, $f we could not get one from Muscatel. Mr. Hall paid he 41d not see why the Company could not zet one from Musoatel, as the Freeno Traotioy Company had made a f irr contract with ths Land Company to duild such a road and operate it. Hr. ®illett moved the adoption of hia resolution. Br. Hall ssdd that he did not understand that the meet- ing was a meeting of the Directors of the Company. He supposed tho meet ing was informal, for conference only. Mr. Coffee, President ¢f the Land Company, ruled that it was a meet ing of the Directors, nciwithetanding no call or notice had been given. Mr. Ball protested that it wae irregular, and had not pean properly called. He suggested as a substitute for ¥r, #illett's reaclution, that the matter be referred to a disinter- snted attorney for advice, as to the Company's righte under the existing contract with the Fresno Traction Company. Mr. Willett insisted on the adoption of hia reeolution, and bis motion was seconded by Mr. Burr. ¥r. Coffee, Presidont, put the gqueation of adoption of the rasolution, hh, as arended, read as follows: *Resolved, that whereas, on the 20th day of November, 1613, a contract was duly entered intc between this Com- pany and the Fresno Traction Company and John B. Rogers and Falter ¥. Willett, in reference to the construction tf a rallroad from ths Town of Biola; and, WHEREAS, because of certain complications it Las been necessary to change the easterly or southern terminus of said road from that outlinsd in said contract, the Presi. dant of this Company ia THEREFORE, authorized to enter into a contract with said Fresno Traction Company and said Willett, and said Rogers, on subatantially the same terms and conditions as the original contract, except that the direction of said railroad will be beginning at the Town- site and running thence in a southsasterly directicn about six (68) miles to what is known as Rolinda Station on the line of the Southern Pacific Company in said County of Fresno, and distant from said Town of Biola about six (6) wii; it boung stipulated in said contract that said Trac- tion Company will use the utmost diligence in procuring the right of way by purchase or otherwise, and will thereupm snter upon and finish the construction of said railroad within the earliest possible time; said Traction Company raking all rail and other connsctlons and pay ing all ex- penses for acquiring rights of wa for the construction of said road, except as for rights ol way and station grounds through Townsite Section, which is to be furnished by this Company, as previded in said Shigsnsl agreemsnt; said Rail- road to be operated as provided ga id former agreement. Al) of the conditions and covenanis in re. bonus, laying out Townsite, etc., as provided in the former agreement to be included in the nes one, (except that the {iret payment amount ing to 85% of the said bonus of §33,400.00 to be pald ten (10) daye after the completion of said Railroad, 35% forty days after the completion thereof, and the balanae, 50% ninety days after the compleilon thereof.) The word sComplet don? to mean the same as in said contract hereto- fore mentioned. All matters pertaining to Willett and Rogers in said contract to be eliminated, except the portion wherein the Land Company agrees to puy to the sald Rogers and Willett the sum of Sixteen Hundred (§1,600.) Dollars. The read to be completed in Seventy-five (75) working days." : Mr. Willett, Mr. Burr and Mr. Coffee votad for the adop- Hadh vold “IN BeadThi ill rian CU Say Mr. Hall and Mz. Christensen refrained from voling. Mr. Hall protested that the whole proceeding was irregu- lar and illegal. The President theh declared that the resolution had bsen carried, and on motion of ¥r. Fillets, geoonded by Mr. Burr, the meeting was then adjourned. Approved ac correct: CE Ii fee flat N wd ® lt —- ey. Lhe vin tac gon MEMORANDUM Submitted to Direotors « VILLA LAND COMPANY at Nesting Feb.18,1913, The Seorstary submitted a communication from President Coffee transmitting a letter from Mr. I. Tielman, Manager Frasno Canal and Irrigation Company, relative to sale of the water rights on tha V.L. Cos seotion 16, Biola, nas follows:- Fresno, Cal, Jan,30,1918, Mr, Lon Je Coffee, : Modesto, California. Dear Sir:- In regard to the water right on the Lisenby seotion, I wunt to say that vou will probably not tLe sble to have the same nancelled on account of the mumerous contra~ts for sales alrhaldg.on hand Some of these people have been ur and have demsnded water this seasnn, which of course they have a right to do as a water right is on the land and they heave bought the land, regardless of any agresemsnt you nay sive thum, and whish would not be binding as long as the water right is not oancelled. Of course you are aware that as soon as any part of the Section is Irrigated, or that there are demands made for waters, the water rentals become operative on all of it, so, if you are desirous of having $he water rights canoslléd, we will do #0 at once, rrovidud you oan gat sverybody 's congent to it, and when we sell the same we will allow you $5.00 acre but no money is to be paid to you until ve sell your water right. Yours very truly, Fresno Canal and Irrigation Co, Ry I. Tieiman, Manager, This is a copy of a letter I resveived from the Fresno Canal and Irrigation Company today. I will make a trir to Fresno Monday and ocoiisult Fvaris and Ewing and see what rights we have in this matter, and write you, ( signed Jon J. Coffee. The Seorstsry re orted that there were several material errors in Mr, Tdelman's letter, In the firet place, there were only 9 contracts for sale of lots and aores in existence at the date of his writing, of whioh six were for town lots whore irrigation waters would not be applicable, and only three were for acre lots outside the town. In the second place, not one of the parties holding a rurohase contract, according to their own words, ae told me by our selling agent, ¥imites of Meeting of the Roard of Directors of the Villa Land Company Held May 6th 1913. 00 P0000 OOOCOEOCEQROEOOONOEOEOCOIOOEOSNOIESOS A duly oalled meeting of the Board of Direstors of the Villas Land Company vas held in the office of the Company, Postal Telegraph Building, San Francisco, Fay 6th, 1912, at 2.30 P.M, Pregsent:- Directors Len J. Coffee, Walter M. Willett, Wm. Ham Kall, P. M. Burr, 2nd S. Christensen - a full board. ¥imtes of the meeting of November 8th, 1912, (File No, 3 J were again read and on motion of director ¥illett seconded by direotor Ohristensen, were approved and signed as oorreot by each direotor. Mimites of the meeting of November 21, 1012 (File Fo.4 ) were read and on the motion of director Willett seconded by director Christensen were approved and signed as oorreot by each director. Minutes of the meeting of December 4, 1912 (File No.5 Jwere read and on motion of director Christensen seconded by director Villett, wer® approved and signed by eaoh director. | Nimtes of the meeting of Pebruary 18, 1013, (File No.8 J w ere read, and on motion of Director Willett seconded by director Burr were approved and signed by each director. The President reported that nothing had been done by him under the resolution adopted at the Company's meeting on February 18th relative to an agreement with the Fresno Traction Company and Vessrs. Willett and Rogers. On motion of director Christensen seconded by Bireotor Villett, the resolution adopted at the above meeting of February 18, 19013, authorizing the President on behalf of this Company, to enter into a new and modified agreement with the Fresno Traction Company and Messrs. Willett and Rogers, relative to construotion of a railway to the Company's townsite Biole, was resoinded, it being understood that this action leaves the agreeuent dated November 20, 1912 with the above parties stand immodified and unaltered. On motion of director ¥illett seconded by director Burr the following resolution was adopted by affirmative vote of all the directors. RESOLVED: That the President of this Company is duly authorized and direoted for on behalf of this Company, to emecute a suprlemental agreement with the Fresno Traction Company and Messrs. ¥. ¥. Willett and J. B. Rogers; all in accordance with the draft of said supplemental agremment as presented to this meeting, save and exoepting that the word *ghall? be substituted for the word "may" at the end of the fifth line on the second rage of said su:plemental agreement. Oopy of the draft of said proposed supplemental agreement was ordered on file. It was reported by director Willett that under such supplemental agreement the first installment of the borus to the Traotion Company probably would not become due before the end of Oeotober, and directors Hall,Christensen and Coffee stated that they voted in the affirmative with that understanding, The statementwas made by director Hall that the Land Company and its stockholders had been very naterially damaged by the failure of the other parties to the contract of November 20th 1912, to fulfdl their contract agreements ~- that a selling season had been lost, which meant a whole year lost, with its scoumilatién of interest against the investors and its frilure of realization from the enterprise - that in his opinddn the Land Company had the best possible ground on which to expect very materially better terms as to payment of a boms under the rroposed supplemental agreement than were embodied in the draft just submitted and authorized to be executed, and that he hored and expected that the Tramway authorities would better those terms when the matter was presented to them, and that he voted for the resolution in that expeatation, and that he would not vote for it except for such expeotation. In this declaration directors Christensen and Coffee concurred, and the President was requested to maxis endeavor to have the ngreement amended before he signed it, so that the proposed borus rayments would £211 respeotively at thirty days after "oompletion', and at two 60-day intervals thereafter On motion of director Christensen seconded by director Willett, a n assessment of $2,000.00, payable immediately, was levied on the stock -2e of the Company to jeet indebtedness reported by the President, as follows:- Lisenby - interest $1,000,00 A.H,Barney - carpenter 158.00 G.F. Barney . 62,00 C Huff " 134,00 G. Sturdivant 124.70 F.Jacebs 51. 8s Sundry Bills _341.00 Total $1,865.35 On motion of director Willett the board adjourned. Certified as correct: Seoretary. These mimites are hereby approved as correct: (Assgred, Kow ) Coffs , « Han {ald ‘Sectetary. « : rally hh Wille” Director. / fe | Qui BD. tienen Minutes of Meeting of the Board of Dirsotors of the Villa Land Company. August 6th, 1913. ©0008 POPOV EPOEQRLIVCSOIROOO, A regulerly called mseting of the Board of Directors of the Villa Land Company was held at the office of the Company, Postal Telegraph Building, San Francisco, on August 8th at 2.30 P.M, Present, directors ¥Villett, Burr, Christensen, Coffee and Hall, a full board. Reading of the mimites of the previous meeting was dispensed with. On motion of direst Villett seconded by dirsetor Christensen, an assessment of $5,000.00 was leviad on the stock of the Company, payahle on or before August 16th, to mest the $4.000.00 installment with interest due on the Lisenby sonbipuranse on May 26th, and which Nr. Lisenby had consented shold remain unpaid until he notified the President that the payment must be made. On motion the nesting adjourned. Certified as correot: Trane fall Secretary. These minutes are hereby arproved as oorract: Sige Nebo Batt Se Nally J RAAT meaninrre Flo 4. Cofffies Director. () Vv \ — N . an vid {c A pA X¥imites of Meeting of the Board of Directors of the Villa Land Company August 19th, 190138. A regularly called meeting of the Board of Directors of the Ville Lend Company was held in the office of the Company, Postal Telegraph Building, San Francisco, on August 19th, 1918, at 2.30 P.M. Present, directors Coffee, ¥illett, Christensen and Hall: absent , director Burr. Mr. Yells was present and made a statement as to the condition of the work of selling the Company's Biola lots and aores under its agreement with Murray, Incorporated. President Coffee reported that the Company owed, besides the $4,000,00 installment with interest to Mr. Lisenby, bills and accounts approximately as folldws:- Bennett - concrete & cement work $180, 00 carpenter work 110,00 290,00 Stoper - painter 50,00 Harrison 110,00 Linkous - bond bills 110,00 76, 00 ¥ells - Amount advanced ae 786,00 And that there was also due to Alhm a cement sidewalk and ourb work a balance qf the amount of which he did not have in mind. On tien of direoctor Christensen seconded by director Willett the secretary was instruoted to look into the affairs of the oompany and make a statement in writing of its condition in every respect, rast and present. On motion of direotor Willett seconded by director Christensen the President and Seoretary were appointed a committee to look into and report to the directors in writing a statement of what can be done in the matter of disposing ag of the water right on the Lisenby traot. On motion the meeting adjourned. Certified as correct: | “ f # oid Wyse id S-A0 et dam, Ak Secretary These mimites are approved as correct: . elm Lon. £ ¥ Coffee Preaident, J y= Witt aun Alle serosa. — ) Chala Mimites of Meeting of the Board of Direators of the Villa Land Company August 39th, 1918. ®@ e000 n0o00s00000OOeOBOS ++ A regularly oalled meeting of the Board of Direotors of the Villa Land Company was held at the office of the Company, Postal Telegraph Building, San Francisco, on August 29th, at 8.30 P.M, Present, directors Villett, Ohristensen and Hall. Absent, Directors Coffee and Burr. i The President and Seoretary reported that they had been in Fresno and at Biola on Saturday the 22nd inst. The President reported having 1 aid the bills and io whieh had been outstanding against the Company, to the total amount of $1,328.71, as would be shown by check book stubs, and that this embraced all the Company's indebtedness exoept the $4,000.00 installment with interest due Mr. Lisenby. | The Seotetary submitted a statement showd g approximately the financial comdition of the Com any. Prom this it aprears that after paying the accounts reported paid by the President, there was not enough money on hand to meeting the Lisenby obligation, On motion of director Christensen seconded by director Burr an assessment of $1,000.00 was levied on the o:pital stock of the Company, payable immediately, to meet the above deficiency and provide a small balance for immediate current expense. On motion the mesting adjourned. Gertified as correct. We fH ann fad ot “ J ~~ Seoretary. These mimites are hereby approved as oorreot: (Signe oo : ¥ Co ffrec President. J id “ Wed oo fa lh “Secretary. Natl Mm “ lilfosrostor. A 1 ” —" 7 tJ. Un AC i ptnr Seoretaryls Statement. « VILLA LAND COMPANY = Statement as of Aug. 29th,1913 Overdraft lst. Nat.Bk, of Fresno AL S. Christenson « Assessment of Aug. 6 500,00 LJ. Coffee - " "9 1,888,45 Vm, Ham, Hall - » 1,388.89 Po.L, Burr " 500,00 Ve M. Villett - » 887,00 JeBe Rogers - » 383,33 Total of Acots Pd by Presidsnt, as below - 1,328,71 Amt, due Mr. Lisenby - : 4,419,156 4,997.67 5,847.12 Pal, due from Mr, Coffee 0,44 : *» vw woyillett 1,89 = ____ 2,38 Amt. of Assessment of Aug.6th = 5,000.00 Balance necessary immediately - 847,12 5,847.12 « Aoocount with Mr. Lisenby =- Bal, due om principal - nga Pd. installment of principal 4,000.00 * interest on 4000 for 10 mos. 200,00 63,000.00 Interest due om $59,000 for 12 mos 3,540,00 Pd. on ago$ of interest 2,600.00 " n ® " ° 600,00 Bal due on above interest 840,00 Installment principal due 4,000.00 Interest on $4000 for 2 mos 20,00 Additional interest due 59.15 AE ERT Ant, due Mr, Lisenby - $ 4,419.15 « Ascounts Pd. by President - Aug. 28 - 28 th Check #30 Wells Realty Co. 176.10 81 M,R, Linkus 121,50 32 J.D, Bennett 812.00 33 Va, Harrison 150,00 84 YH. Rawson 27,00 35 Ross Sloper 57.80 36 J.S. Alhm 150,00 87 Union 0il Company 44,80 88 Madary's Planing Mills 255,96 39 Thompson Eres. 34,1 Total 1,828.71 *" Bal. to Credit of Co. lst Nat.Bk.of Kermen --------==-m== $139.71 > Mimites of Meeting of the Board of Directors of the Villa Land Company. September 2nd, 19123, SO OOP ON OLS OIOPOOSDNOOEOOGEOIDS A regularly called meetirg of the Board of Direators of the Villa Land Company was held at the office oz the Company, Postal. Telegraph Building, San Fransisco, on September 2nd. at 2.30 P, NM, Present, Directors Coffee, Christensen, Willett and Hall; Absent dirsotor Burr. The Secretary submitted a statement of mh ard dis- bursements of the Company as the same would be after payment of the asses s- nent of $1,000.00 made at the last meeting, and settlement of the Lisenby aocount to September 4th, 1913. It showed that the stookholders will have paid in $36, 350. 00, whioh will have been disposed of as follows:- Lisenby Traot Account $28,102, 07 Coffee, Rogars and Hall, 1,000,00 Taxes on Lisenby Tract, 821.76 Improvement and Expense Account, J : and Cash on Hand, I Ba486,17 $98,350.00 The Secretary reported that he would later submit a2 statement in detail of the Improvement and Expense acsount., The President roportad that the only improvament ok in pro=- grees was the finishing of the cement sidewalk and curbing work under hie agreement with Alhm, and that the street grading, and pump pit and well, "ere complete, end the tank tower finished except that soms of the boarding -O= remained to be put on, He récommended that the water works be finished immediately. The Secretary reported as a result of his inquiries and exam- ination, that, in nis #pinion, the ¥ells Realty Company, succeeding to Murray Incorporated, would not unsided, under the present arrangement, make a success of promptly selling the Company's property to a good alass of buyers, and he recommended that some other or suprlemental arrangement looking to prompt selling be made. Mr. Coffee was asked by director Willett whether, as a real es- tate operator and sales nanager, he would undertake the management of such selling in connection with the Wells Realty Company. Mr, Coffee stated that if Mr. Wells would give him, Coffee, fil charge of the advertising and publicity, and would allow him the equiva- lent of 7 1/8% out of Wells' commission, to cover advertising and publicity expenses, then he, Coffee, would undertake to conduct a wairtuind selling campaign, running in several excursions from up ani down the Valley, and otherwise promoting the selling interast of the Company, in considaration of 10% commission on sales. He was of the opinion that Mr. Wells would allow the 7 1/2% as above. He undertook to submit a written proposition in detail along the above lines, to the directors at their next mesting. The directors present were of opinion that such an arrangement would bs feasible and desirable, and on motion of director Willett, seconded by diractor Chtistensen, the President and the Secretary were cue thorized and directed to jointly negotiate an amended contract or agree- ment with Mr. Wells of Kurray Incorporated, whereunder the Villa Land Company might with IT mnke some other or supplemental selling are rangement either with Mr. Coffee or with some one else, the idea being to saphena Mr. Volls agenoy rather than to seek to do away with it. It was then agreed that it would be advisable not to divulge to irs Yells or to any one else the nature on the roint of compensation, of av supoiedtil selling arrangement which might be made, and each member present pledged his word not te mention this matter to any ome other than a director of thes Compaizy, The President then reported that his private tusiness did not admit of his effiotsntly looking after the improvement work at Biola and “3 acting as general business and disbursing agent of the Company; and he thought that, in any event, some arrangement other than the Seon should be made. He suggested that these duties be turned over to Bie Seoretary if he would undertake to attend to them. | Vhersupon, on motion of direator Christensen, geoonded by direo=- ‘tor Willett, the Secretary was given power and authority to act as General Manager for the Company in lieu of the President as heratofore, the change to be made immediately after the President has made the pavRant now dus to ¥r. Lisenby and has otherwise attended to the business of the management to date, Secretary Hall said that under any fair arrangement, he would undertake thus to look after the business of the Company. It was then agreed that the President and Secretary should go to Fresno within the coming week, effect the negotiation vith ¥r. Vells ot Hrray Incorporated, make the change as to manszement as above, snd as goon as vractisable roport to a meetirg of the lirectors, at which the ar- rangenent of a selling osmpaign should be finally made and improv-ment and manageuent matters finally determined. The Ssorstary and director Willett undertook to formulate a yrojest for completion of the Biola water works, and also re;ort to the next meeting of the directors. on motion, the meeting adjourned. Certified as oorreat: Thess ¥imites are hereby approved as correct: Secretary. Jygnd hone Coffer Presidert. / Uu : RR Secretary. Yralliv Ih . PHU tor. Direotor. (LY A Chantal sano Director. Secretary's Statement. -» VILLA LAND COMPANY -— Statement: Assessments & Disbursements - Sept. 4dk.,1913 - ~Agsegsanants = 11,260.00 4,000,00 4,000.00 1,600.00 4,000.00 3,600.00 2,000.00 5,000.00 1,000, 00 $ ~ 36,850,00 p———— ~Distriution - Coffee 27.778% 10,097.30 Hall 27.778% 10,007.30 Willett 17.778% 6,452,830 Burr 19. % 3,385, Christenson 10, : 3,635, Rogers 6.666% __ 2,428,10 $38,350,00 «Disbursements - Lisenby Purchase - Prin, Int, 1,000,00 8,000,00 4,000,00 280,00 4,000,00 200,00 1913 Jan, 286 4,000,00 Apr. 2 2,600, 00 June 12 “S00pH0 600,00 25,002,00 4,102,07 $ 28,102.07 Coffee, Hall & Rogers Exp.: Coffee,Hall & Rogers Exp. - 1,000.00 Taxes 821.76 Improvement & Co. Exp. 5,426.17 7,247,938 2 $736,350.00 This does not include several hundred dollars paid out of sales bank account for improvement and expense acct. Sep 34, Minutes ofl Meeting -— 2 q ! of the (ed s ‘Board of Directors of the Z- kt lf pt ld |b 0 V3 u u : <3 0 ta Villa Land Company September 19tn, 19135. A regularly called meeting olf the Board of Direetors of uhe Villa Land Company wa. held at the office of the Company, in the Postal ‘elegrapn Building, San k¥rancisco, California, at 11 A.M. On September 19th, 1913. PPesent: Directors Yili} Cnrieionmon ang. Hall. Vice- President. villett in the Chair. Reading of minutes of the previous meeting was iispensed with, a The Chair amnounced 1hat the meeting was ealled [ur Lhe purpose of, (1)= eonsiderin the euurse whieh should be pursued with referenee to th- seiling campaign, wiieh should be inaug- urateqd without furtner delay; (2)= aiscussing the construction of water-works at Biola; and (3)= levying an assessment to neet the note for $4000, with interest, to A.V, Ligenpy,on Account of purchase of Sec.16, which woula all due. on the 26th instant. After a protracted discussion itv was nd Ranse of the meeting that’ nothing should be qetermined as to tne selling campaign until the board had the benefit of the _Dresence of or written aaviee of director and president Cortes, ‘Director Willett undertook to communicate with aireetor Coffee and try ilo arrange for his presence at a meeting in the near future. As to prosseuting construetion of the water works, it was determined to allow that matter Lo rest in abeyanee also until all members of” the board could be present, and until the matter wD of the selling arrangement had been finally shaped after confer- ence with director Coffee. On ROR of airector Christenson, seconded by director Hall, it was = = Resolved -= thal an assessment or $4150,00 be and 1s hereby levied on toe eapital stock of the Company, to Pe disiribuied pro rata per share, Tor tne purvose of supplying the money to meet the note of $4000, with interest of $150.00 aue 10 A.V, Lisg- enby on purchase of Section 16, on September 26,1913, that the assessment be payable irmediately, And that unpatd portions shall be delinquent and eolledtable by process of law on and after October 25,1913. . oe lx, (tra?) A dl On not Lom the Board adqjournad to meet to director wiilett. Certifieq as Correct - : o INAH a platd i Secretary. These minutes are hereby $1pproved --— (aid Jatin. VT some "wo PA Puns, ..... ME CY. Coffer Soeler ; MoT1) - Quypob=—22, 1414. 5 Coats FIBUTES OF RUITING Serteaber 22d 1913, A auly salle: menting of the Foard of PIR of the Villa Land Comany, Postal Telegraph Builiing, 3an Praxsisao, at 2 o'alonk Ps Mey Se: tanber 21, 10138, Pragarts Dirastors, ¥iliatt, Shrigtonsen and Kelli absent, Lirastops Coffse aid Bure, on motion, Xr, Tillett antes as Chaivian of the amating, The 3esratary ro ortol raseirt of 4 telegram fron Yr, Coffee, aa rollowys Gilets Th SE ane "Impossible to attend meetings will nandle townsita for tif- teen Tar gent, oowxisaion, one-half sash ont eanh payment until raid} soapeany make whatever arrangeuonte thay sen vith Yella will zat ont literature, run sxoursions and look after apsrted hevs gourany deside on water lant to-dayi satisfiad vith vliat you ahaone, * It vas sonsiderad by tha directors present that Yr, Coffaen's yrorosition, as sontained in the above talogeaa, was too indefinite to ade sit of situer mcceptange ar fair pajsstion by 4}@ Eosrd, ani on motion of dirnetor tillets, sanonded Ly dirsastor Chrisis:ipon, the Sagratary wis re- uastad to imuelletaly somaunionte with kr, Coffee, asking him to an lify and detail his offer, in writing, 50 tnat it wight Le considered at a meat ing ox Thursday the 2Hth 1nst, The Ssaratary resorted ressipt from Kr, Jeo, P, Tallis, of the ¥olls Realty Syniigate, Preano, of a seumunisgation offering to asagde to any srrangagzent whiash tae Company misht make with dr, Coffees or any ons alsa, ror the sale of Biola vraruriies, provided s ten yer sent, sousission wea nid him, ¥olls, on all emah salen, The Seotatary way, on motion of iirdeter Chrioterwsn, seconded by dirsstor Willatt, requested to tmumedintoly ask iy, Tolls to put his offer en Bu in writing, more in detail, and sdiresssd to this Board, #0 ‘het the same aight be oonsidersl at a meeting to ba held on Thursday, the 25th inst, The Anting Chairman salled for a Perort fron the Committe somyoesd of the President snd the Ssorstary, apgointed at’ the last mest- ing of the Board, held on September 2nd. The Ssoretary rajorted that nothing had been done 4dirsotly under the instruetions of that resolution, but that he having understoed from Sha President that he, in Fresno, had had sows negotiations with Xr. Wells, in whish the latter had offered to allow 2 1/8% only, out of his 20% sommisaion, for the joint advertising jurpose, hs the flearstary had an a genber of the Gomaitiee oyansd uy the subjest with Mr. Tells hers in Sen Pranoleso, which hed resulted in Nr, ¥alls writing him the letter now brought, as above, to the attention of the eating. : on motion, the Posrd adjournsi to mest at 2:30 P, N. on Yiiviny, the 25th inet., the Searotary being instrusted to so notify abaant 4irestors, Certified as sorvest, Seoretary, These iimutas are hersby approved as oosrest: Koel Cofhi prussim % fan fasts Searetary, YWullw Mh ‘ [HU te serer. / ! Chmnlecn on » Minutes of Meeting of the Board of Lireetors of the Villa Land Company September 25th, 1913. « meeting of the Board of Direct.rs of the Villa Lind Company was held at tne office of the Company, Postal Telegraph Building, gan’ Francisco, at 2 P.i, o'cloek on September 25th, 1913. Present: Directors Willett, Burr, Christensen and Hail. vice President Wiilett in the chair. : The Secretary re, orted that he had prosbtiy written to Mr Coriece as directed »t ihe meeting held on the 224 inst. and had Xeceived a response Crom nim, as followWs:i= Wm. Ham. Hall, San Franelsecw, Cal. 5 34 (QA2. Friend Hall: I telegraphed LO ¥resno Lo Wells toaqay after receiving your letter, aad nad nie cume to Modesto tc weet me, I could see that we were going to drift into a proposition tnal was going to divide recuonsibility, ne money 10 work on and each one waiting for tne other ona to make the sales for him, I figure that it might be left for me to make all the showing from tne outsiae, -and Fresno would get overiooked, Tils whole tining has been nothing but disappointment from start to Tinisn, and it will take some work and money Lo make 2 Success of it, sc 1 pro- rosed to Wells that we get together on the selling end, I would take the aetive management of it, and share and share alike after the selling expenses, and corrissions were taken out, and t at we wanted a 35% cormission a cut of tne money taken in 60% to the selling agents, and 404 io the Company, we will get out literature, run excursions, do the advertising anda do everything possible to be .done to sell the lots, now as to our suceess, I tnink that by spending enough money, and working hard enough a reasonable amount couli be sold, but as I told you ine other day we nave just eome on the tall end of the game, as the townsite game in the San Joagu:n Valley has Just about been worked to death, put if necessary we will run excursions from both San Franciseo and Los Angeles. Hoping tc hear rom yuu on receipt of this letter, Yours truly, (signed) Lon J. Coffee. Ur. Coffees offer was, on motion of Director Christenson, placed on the Company's rile, Directors Willett and Christenson undertook to communicate with ur. Coffee and secures nis attendance at a meeting for furtner conference, On motion the mcetlng adjourned, Bvwaelagann defal™29 713 t Aa © ’ certified as Correct —-— tatd- Secretary. CE ——————— Minutes or Meeting of the Board of Directors of the Villa Land Company Saptember 29,1913. Bw Cd A meeting of th Board oi Directors of the Villa Land Com= pany was held in the office of the Sumpany yf at 1 A, on September 1913. : Present: Directors Coffee, Willett, Burr, cnristenson ana Hali, = . Present also, Mr. Geo. P, Wells of the Wells keuliity Syn- dicate, Fresno, Successors to Murray Incorporated. urs, Corfests written provosal or ihe 23inst was cunsidered, without definite action, however, Beara then adqjourned, to meet on ‘October 2nd, ut 2 Pull, it velng understood that all the Directors would be present on that day and time. Certified as Corrects Secretaly These Minutes are hereby approved -—-— ; Sept. 20,1918, Memeorandum of Statement made by Nr, Gee. P, Wells Relative te rate of selling Biela Lots ana Aores At the nesting ef the Koard of Directers ef the Villa Land Ce., held September 89,1913, ¥r. Geo. P. Vells, agent, in respinse te olese inqui- ry by Direoters Willett and Hall, stated that if he "hed the capital, say, $5, 000.00, te put inte a selling sampaign® as he would wish te oonduot it, and "if the Traction Company would give the train service that would snabdle hin te take Posste t» and from Biela ferencen and afterneen he would guarantee te soll within the next year* $175,000.00 werth ef Biela Lets and Acres" at rates per month approximately as follews:- Nev. 1913 : $256,000, 00 May 1914 $10, 000,00 Dec. * $25,000,00 dune © $10,000.00 Jamary 1914 $20,000, 90 July $10,000,00 Feb. " $20, 200,00 Aug, » $10,000,00 Koh. " $165,000.00 Sept, ® ' $10,00.00 Apr. $15,100,00 Oot, * $10,000,00 The abeve memerandum is made frem a penoil nete written in ¥r. Wells Lresance and vironlosksd by him, at said meeting. Mr. Fells went on te say that under existing train service it was very diffioult te sell anything at Piola. He could not understand the Traction Company's attitude. He had personally seen the lenal offinars ef the Traction Company and the looal agent ef the Southern Pacific Company, urging them te put in a morning ani aftarncon service te and from Risla, tut oeuld get np satisfaction ~~ ne premise fer the future, ne explanation fer the vast and present. They knew he was selling agent for the Villa Land Company. He had gone after them at the suggestion ef bLoth the President and the Secretary of the Land Company, Jo fa Hall Secretary Villa Land Cempany. WE isl Minutes of Meeting or the Boara ol birectours ol the Viila Land Company. October 2nd., 1913. All i jagriea neeting of the Board of Direstors of the Villa Land Company ‘wan held : it the office of the Company , Postal Tele- “TAaph Bullding, San Francliseo, nt 2 2d. Q eh—, 2 1913 Present: Dirsstors “illett, Christenson, Burr and Hall, Vice-President Willett in the Chair, Cn mot {oR of Director Ciiristensor, secondeq by Director Burr, it vas; ‘unanimously qetermined not to further eonsider the Proposal of ur, Coffee, anted September 2%, until such time as the assessment now ue shall nsuve been pala, and until ir, Corl- fhe Secretary was insiruet- ed ro rite. Corf~e to tne abcve eliect, The Board then aqjourued to-meet.on the 11ins8t at i0 A,ide Certified as Gorrect —- > Seciotary. These minutes are nereby a,.proved--— ES 2 ' os Qigmed) Yrolle, hh. hl; tMpirector. Minutes of Meeting ol the Board oi Directors oi the Villa Land Company. Ccetober 11th, 19135, A ue pl sn 00S A me8ting of the Board of Directors of the Villa Land Com- pany was neld at the orfice og tne Company, ] stal UY liegraph Building, 8am Francisco, Cal, on October 131913, at 10 Ap M. Presnt: Directors Willett, Caristeason, and Hall, Vice- Prasent illett in the Chalr, Te Secretary Submitted o telagram from director Coffee, hut aay bul that’ st ting ‘that ne could nel altend si meeting on he sould be present 2l 4 Weeting on Monday the 13tn. Thereupon ine Boar agqjournsd to meet on lionday the 13th, at 2 PMs without further call, > Certifisd as correct: Secretary, in 4 : : These Minutes are nereb) 4pprovede— wvirector, Minutes of Meeting of the Board ol Directors of the Viila Land Company. October 1l3th., 1913, A gt ine or the Board of Directors of the; Filla Land Comprny whe held at the office of the gompany, ‘Postal Jedegrapn Building, ‘Ban Franciseo, on Monday Soptrie 13, at 2> %. ke Pregent: Directors Cofiee, Willett, Burr, Christenson and dall. Vige-President wiilett in the Chair, . otros stated wnat it would be impossible for him fur- thar 10 consider the 1.ei orf himseli undertaking tne sellin; of the Company 's Bjola properties, aid tie matter was lor tae time closed. Arter. an extended conference on tie: situation yh Board and. ATned. without definite action on any matter, but tu meet on Thursday the 16tn, inst aut 2 eecloek P.Me—1it being unas rstood that All @irectors would tier be Lresent, Certified as Correct— Director Minutes of Lseting : ofl tiie Board of Directors oi ine Viiia Land Company. O¢tover 16, 19.3, An aagqurnen meeting of the Directors of ‘the Villa Lang Company was neld in the oifice of the Company, Postal Telegraph £ Vs F Li, Bullding. San Francisco, on oe 16%, 1913 at 2-30 ?,M, aa i Present: Directors 7illeit, Christenson, Burr anda Hall. Vive-President Willett in the ‘Chair, Also re ur Geo, ?. Wells of the. Wells Reni ity Company. Mr, Wells urged lrmediste activity in the construetion of water=- works And sidewalxs at Biola, The pr, position wire nad been discussed at each of several meetings prec hing, to 'inance a selling campaign, was Turther discussed, The psposition consiaerad by the Direetors was to rinanee Mr. Yells: by a per: onal Lcan of $2500 to 500g, on the security or hls rote’ and. pledge of ai: of«hls sales comniss ions -- ihe noney to ve. a1}: expended in vubileity and selling endeavor. But re Yellz. “announced that oe would use ithe money entirely ns he sav iit, and some of" it, undcuntedly for commissions to nis sub=- agents or salesmen. On tnis, director Hall tuox the ground that loaning money to be auplied in paying selling commissions and imnediately toking back ‘@111Rg commissions, 1.uked iike m-+rely shifting money (rom one pocket Lo another; and ne dqeclinea to aqvanee noney for that purpose, and he declined to participate in advancing money ror a selling campaign wnile arly part of the assessment to meet the Lisenby note of September 26th remained unpaid. “ % On motion of Director Hall, secunded by Director Burr, the following pill was ordered paild:- Wn. ‘Harrison ———— Ji3Ul1i0Z Travel ——e—— 310,00 On motion of director Christenson seconded by Director Burr it was - ] Resolved, that Wm. Ham, Hall, wanager, shallbe and is nereby empowered to draw cheeks in the name of the Com. any on its Bank 26€OuRts in the First Sational Bank of Kerman snd in the sirst National Bank or »resno. On: uation it was further Resolved, that the m manag:r be and he is hereby authorized aid uirected to close tne Company! 8 account in the. First netional Bank of Ferman ang ransf«r the sane Lo the First sational Bank or Fresno. ] : Qel 2 3 Cn Motion the ERoard adjourned, b SAN 3 17 Sgn : TE ; cad {A : Certified as Correct —— sfa wo dballe Secretary, "hese Migutes are hereby i. uroved-- ND Lhrniesn. , Secretary's Statement. ‘@ VILLA LAND COMPANY Statement: Assessments & Disbursements . - Oot. 15th « 1913 ~ | ‘= Assegsments - 1912 ii May { : 11,250.00 Sept : 4,000,00 1918 : i J ; Jan. 7 ny fa 1,500,060 " 28 © 4,000,00 Moh. 26 | 3,600, 00 Mg, 6 5,000, 00 v 29 bi 1,000,00 Bet. | eli Te Total 40,470.00 = Distribution « Coffee 27.778% 11,341.75 Hall = 27.778% 11,241.78 Villett 17.778% 7,194.75 Burr : 10, % 4,047.90 ° Christenson 10, % 4,047.00 Rogers 6.666% _ 2,607.7 $ 40,470.00 « Distursements - Lisenby Purchase ~ Prin. Int. 1,000.00 8,000, 00 4,000, 00 280,00 4,000, 00 200,00 4,000.00 Y 2,600,00 600,00 4,000,00 428,07 (Sept.86 J 4,000,00 120,00 0 5 a 29,000,00 4,282,07 La et $ 33,222,07 Coffee, Hall and Rogers exp. 1,000,00 Taxes a ; 821.76 > Improvements and Exp. 5,486.17 CL eee—anaBAlaSS ’ i : ie Eh * : > ( 83,470,00 \ ¥ Minutes of M=eting ol the “zw Board oi Directors of the te Villa Land Company October 23,1913, i ] TS hw iy uth (Jim? A regularly ag, netting oi tne Board of Directors of the Vili: Land §empany wns held at tae orrTiee ol the Company, in the Postal Telegraph Builaing, san sranciseo, On October 23, 1913, at 11 ocuoek all. Pregent:’ Directors Wiiletlt, Christensen, Burr, Vico-Presidemt Willett in the Chair. nn = 4 A aud Halli, On motion of Director Caristenson seconded by virector Burr 2 it vas finaily Voted tnat the Manager be and 1s hereby directed an "uthorized to Zo immediately rorward with the construction of the Biola wager works on an estimate as follows:- Tank &nd erection —— ~56G7. 00 Hauling - —— 15,00 $712.00 Pumping outrit Pup (cost S.r.) Engine ¥ v Pipe to Lank « all fittings, ete Instalidtlion Freight & hauling 1: . 815.00 Pump house &c 100, U0 $1,627.00 Comuietlon Of tower &C,(uay) 373.00 Total - (say) $2, 000, 00 Ir was also resolved tC go on 18YINE Sha mete er final estimate to be later submitted. Nn On motion the Board azajcurned, a Od>30,1913 oh (( Certiried as correct —- etd ave fall Sacreatuars. Thage minutes are nereby approved — ( Jgred virector .L Luss Nels In tle Minutes ci liceling ol the board ol' Directors of the Vilia Land Company. October 30th., 1913. 3 aaj nL A reZularly oRskbxl meeting of the Board of Directors of the Villa Land Company was held al the ofrice of the Company, Postal Talexraph Building, San Francisco, on October 30th, i943, at 11 ocloek Ake Present: Directurse 7iilett, Burr, Christenson and Hall. yice=President Willett in the Chalr, On mot 1cR..0f Director Christenson, seconded by Lirector Burr it was unanimously resolved that we Ham. all, should receive fT from tne Company {f nig services A3 Manager a ecmpensation of 5500 DoF ‘monty Soper Witn all lravelling expenses »ille away irom San Francisco on tie vusiness ol tne Company —= it being un derstoed that “trave.ling SXpausest are to inciuae rares, lotes vlils and ordinary inciaentals, the comuany would employ wll A pay a bookeeper to serve wuler direction of the manager, that the wager wild Turnioo office room nnd ty. isis services witho ” charge to tne company, and that all tediegraphing and, phoning and such like on company service shall be at the expense of the Com, any. - On motion the Beard ithe. agjourned —— ertifieq as Correct -—-— ram we se oom we lly Secretary. Cer Budi Bani rL.Q. wh MMs Clp on adt-234 14. EY - Memorandum - ERE 3 ED, Just to furnish a basis, 80 far as I egn, for what I liope may be a final eonference om our general poliey, re Villa Lana Con .any finaneling, and course of management ete, I am thus putting my views into writing - Tokens. 31913 our pregent stumbling dlioeks seem to be: := (1) Me apparent inability of some of our stoeknolders to Promptly meet their assessment obilgations - and (2) The embarassing terms of the existing contract with Murray Imeorporated (Wells Reality Co.) If the recent assaesswent to pay the Lisenby purehase install- ment with interest which fell due on September 25th were pald in by all our stoekholders, and if there were assurance that all stoekholders sould and would Promptly meet the assessments necessary in the near future for Wat:rworks eonstruction and railroad bonus purposes, then I would, on proper sesurity and safe arrangement furnish as mueh as $9,000 or $10,000 to be used for | Advertising - Cireunlarizing - General Publleity =- Excursion - Barbacue - and other legitinate sales promotion purposes, but for no other use, But ir any holder of a large bioex of our Com. any stoek continues to default on payment of the recent assessment to meet the: Lisenby purchase installment, or faila to give hearty and positive assurance that he will either meet the other mentioned assessments as they come due, or surrender nis stock, then, in Justice to myself, I eannot advance money for any purpose, Horeover, the array Incoryorateq, selling contract is dais- astrously #dverse to ou¥ agupany interests, in that - (1) = Te terms or sale (only 10% cash ana 2 per no.) will strongly tenq to our best lots being ounced upon by the merest cheap speculators who will not build but will Rola Tor advance and hamper the. groth of our town and co ony wntil after the pre g along aivi gradual legitieate boom period is past, and then will ly forfeit tei holdings.— leaving a qead pect on our nands; (2) — ‘he ‘slause compeliling us to construet a cement sidewalk on every bloek front:ge wherever 50% of 1t is s0ld and 40% paid for, will before a year 1: cut make necessary the expenditure of possibly 210, 000 in ccattered localities, and this will Work out so that," to keep up the pace to satisfy prospective purchasers and the selling agent, we wlll within a year merSatser have to PY Tanti; sidemaix the entire place; and Te. ask of control of seiling leAgtion promises to result in sales veing scattered all over the map, 80 that at the end of s1X months (the sales contract term) we wi not nave a full block, either m tom lots or in acre lots left. This will result in our being Toreea into expensive and undesirable extensi.ns of our water pipe system and will leave us with a mags of cut up, undesirable: remainders on our nands which will,or may, take some years to work: k off, and wi:lch meanwille we sannpt advantageously ris UE nS ue, In snort, the gontract with our selling agent 18 of a nature auch as puts, a premium, for his future aggrandizement, on his conducting nis selling, within his 6-month. verica, in a manner inimical to our imterest — Tuus (a) The more the sales are seattered, the more sidewalk and water pipe we will be com: eiled to put in, and, to use his ovn words, visiple sont inuvus construction work is what sells lois. (p)= The more property 501d Lo mere SHOri-1aT speeulators, ~3- the nore will be turned bagk on our Nanas, to be sold over again to the second profit (as he supposes) of our selling agent. (c) Me 10% easn nnd 2% installment sale 1s easy to make comiared to the 204 eash nnd 5% installuent sale, to the mere 5! {ses short-turn spegulntor, of no eapital, and. Ax-Twparts a low tone- low~class --— tO our :nterprise, Genuine investors and business men, who may want to buy ana muila for legit imatemuse, will be disgustea at finding the most desirable lots ia th ands ofuere sreculator®; or they will hesitate to buy and $14 where a large ir part of the lots are held, merely speculatively -— to take ad- vantage of 23 For legitimate investors ar visiness nen as they th, =, ARR Aalst frv fry Sols Than i; In my opimon we should change tne sales olf na iner and to the extent slready broposed, AP 1t 1s ET sc to do, and ® 1t at once — before m. re “Eales are made. As matter of ccuree, Er wells will not Five up nis advan- tages without sompensat ing concessions, agvantages, or financial help; but in my cpinicn, he will consent to. the changes we want, if ne 18 in some way compensated or surfielently helped. Four ways are open or us to sompensate or ‘help him:- (aa) ~ Inorease nis rate of commission = (bb) ~ Extend his time - (ce) - Finance his campaign, or (1d) = Put on a collateral or helping campaign at our own expense, or that of some other selling agent. I con all pps would have arranged the matter with him by engaging to figancs his se.ling eampaign, on the recent oc- caglon whem the. proposed new agreement was left with me to bring to his attention, but for these facts — He would not listen to any adjustment eontingent on some settlement yet to be made among ousselves — he wanted to know fina I would not Fan wilil not obligate nyself to advance any money until our, stosk assess ents of the past sin i and we have will be Fale y the future, Itimoiia | nave been easy at that tine’ for me. to have agreed to turn 35080 to $10, 000 in money over to an appa: ntly harqpressed if not impecuR1ous real estate agent, for tha prospective benefit of the stocxialgers of the Villa Land compas, and later found myself 11g to put up another extra $10,000 10 5 9 ai inguencies of others and save the enterprise from final tmaster # a That I wont not aeree on that any to le ur. Wells have the money nd nave 1 in monthly instn Linents SR aavance of 1ts being expended, was. tae reason why nothing carte of our interview, To: re mediately at the suning up of our al lenmal— We dotvtipns ean get some desirable SHEAgER | nade in the Wells selling. contract, by ( aa) Taereasing the selling commissio n y ay 25%, ana (bb) - ~ Extending the selling perio t But ur ells is very evidently nard th. eash on which to start his’ selling campalgn, and a prompt fiancial gssistance to that ond or ‘the starting of a collateral? yor ising and sales booming. ‘eapatgn at our own expense are in my opinion the only means avatguvle ‘of securing all the change we want in ihe present sell ing. éontraot. 1 Then, 2% we. ‘ean by financial direct or inairect ald secure the changes we want, why increase his conatesion, or why extend the time of nis selling contraet ? Ep Fj Now there 1s a reason for increasing his commission if we rectly. Finane nim, and that is to enable nim he more certainly to repay_ghe moneys go advanced to him, AF mers, 1s 3 speclal risk, and in this ease possibly an unwise risk, in lend ng ‘money to a selling agent o he sec urity of nis returns gader a’ eontract in which there: 18 so small a margin of yim that he wiil in all provapiILty slid not have any Lag) for nimselr after he has paid vagk nis loan and has met his. other fer1ing expenses, At tne mg of 81x montis we might A provapy would rind ourselves in a position wiere we would ve obliged to extend the. selling period in order te enable him to et out of tne hole into wiieh we: Haq deen partles tc hig fniiingior, by cutting hin off, leave his eraditor on ihe loan in a dilenid £0 the recovery of oes ‘41 not Appear tinat ‘except our Coms poor its shareholders assume the risk directly or indireetly, gre 18 not guificient security in signt tc Justiiy any inaividua ar group in financing tne seillng sampalgn necessary to puil our’ emterprise through? The best interest of the snarencicaey of our Company, it seems to me, ealls for surging ahead on a sound basis and not on one which will be speculative, merely, for any one con- cerned. wh 3 ic sone’ one or more of us advances. #5, 000 to $10,000 on the basis weraly of a selling agents note ana asslgnment of commission, and in sonsidération of a stiff bonus in’ ‘the form of a commission JAA, O- at will he AX MmAARATAND a spaculation involving on sales made, special risk on his part, Otherwise the Company would not be justified mn agreeing to pay a commission vonus of possibly on the ‘amount of the {financial ald. 100: li whoever finanees our selling campalga in any manner hereto-— fore proposed will himself be obliged to devote at least a year ¢ or two of his 11fe pretty closely to the business, in order to be assured of getting his money baek. The purden of the venture would be pretty well off-loaded by others on to. nis shoulders. This would be the natural outeome, without premeditation or in% intention by. others. Brae hito a Mn Tne pigat course is {or the pbonpany to’ DOTYrow the ioney, anc * % finance, elesely eontrol, and, in a measure, namage the selling campaign, This will prove best for all the shareholders, Pay & good round rate of interest to get the money. Do not ada pay any _-e or. I remium to secure it. directly’ unde# Gonpany managementy and odab iid, for advertising, cireularizing, and general publielity; ang, Devote the balance, through a scecially selected sales ager for excursion and barbacue purposes, Now, ir we do this, we ought tc get Irom Wells all the concessions we want in the way of wodifieations of the present selling, contrast. We spend $5,000 or $6,000 in aqvertising, wh which 18 not a charge against him; and we Tun exgursions and barbacues, Wilkow hin, We very Aue increase the sales, on all of wien he gets 104, ana, he gets 20% un those made ty nis offlee.pl ve would save more on sidewalks within the year than the oroport 10008 this expenditure properly chargeable against ve.ld end of the game would avount to, and we would have our remai.ing property 1, mueh better shape, We could concentrate sales, lay sidewalks and water pipes progressively , only ns contiguous sales seemed to make advisable; and we could secure a better alass of buyers and secure purchasers ~ who would build. ve would furnish say $4,000 to another agent for excursion and barbacue purpose, and pay him 5% on nis sales together with 104 out of Wells commission s Wis agent would get the benefit of all the advertising and : publieity, would be at comparatively limited expense, ana would pay baek, out of his commissions, the money advaneed io him, Suppose each of these agents sold $100,000 worth of property & in six months, the result would cost the Company vells' commission $100,000 at 20% $20,000 $100,000 * 10% 10,000 otner agent — $100,000 * 15% 15,000 Company expense — including interest — 000 $52, 0Q0 This $52,000 would be only 264 on the value sold — a very cheap bargrim for tie Company. Certainly a better arrangement than that proposed to pay 35%, and 60% ol receipts ail paid, which Ape peared to meet with favor a couple of weeks ago. By the plan I suggest we would absolutely control the situat— ion and the business, and whatever property was left on our hands for a seeond season would be in good shape. If we go on wiih Wells under his present contract, we control nothing. He may not and probably will not sell over $100,000 worth of property within nis six months, and in so doing he ties us up to onerous restrictions and burdens on all the halanece of it. If we 1et his contract alone and put om a separate vublicity and seLiigg esrpai gn, he will get the benefit of it and still we will be 10 the ™he GH sare plan 1s to recognize the dilemma we are in, as— sume tne ‘Tospons1DILLLY, and gel ourselves out of Wells ciutches vy urselves mayne all the expense of the publicity eumpi.ign. his is safe for 1 We deo not lend him anything, but we irmedlately save him money.: We put nim cn nis fect for our greatest benefit, without risking anything on him, Ir the sYenolanrs of the company nave not faith enoudh in iho enterprise to Justify then in assuming the 4s, 000 ioan bur=- den, then 1b as a question whether any one sto a {61d would be iE BE piseried in lending the rooney to any i on the risk of its sue- © ol # . 2344443 - cess. Minutes of a Meeting of the Board of Directors of the Villa Land Company November 12, 1918- A duly and regularly called meeting of the Board of Divesters of the Villa Land Company was held at the office of the Company, Postal Telegraph Building, San Francisco, California, at 2 /30 P.M. on Wednesday - November 12th, 1913,. Present: Direotors Willett, Christenson, and Hall. The meeting was called to order by Vice President, YM. Willett, vho stated thet the object of the meeting was to levy an assessment to meet current expense on waterworks and other improvement work. The Secretary announced that a quorum vas present. Yhereupon a redolution offered by Dirsotor Christenson, providing for and mfkéngnsuch assessment, in the following terms was unanimously oarriedi~ thousand ( 1000.00 J dollars be Resolved that an assessment of one and is hereby levied on the oapital stook of the company, the same being at the rate of four dollars ($4.00 J per share, vhich shall be payable imm immediately, and if not raid shall be delinquent on the 14th day of Decen- ber, 19018, and thereafter be collectable by law. On motion, the beard then adjourned to meet at the oalloof th the chair. Certified ae ocorresti- Jeane atl. cuffed Seoretary- Ve, the undersigned directors of the Villa Land Company, hereby acoept and ratify the foregoing aimites as aorreot. Minutes of a Meeting of the Board eof Directors ef the Villa Land Company Decenbar 34, 1918 Pursuant to a osll issued on November 28th, and signed by direo- tors V.M.Villets, 8. Christenson, and Va.Ham.Hall, receipt of which. was aok- nowledged by all members of the board, the Board of Pivecters. of the Villa Land Company held a meeting at the office of the company, Postal Telegraph Building, San Franoisce, California, on December 34, 1913, at 2 oolock P.M.. Present: Directors W.M.Villett, S.Christenson, and Wa. Han,Hall. Th meeting was called to order by Vioe President Willett, and it was seen that a quorum was present. The Secretary reported that director Lon J.Coffee had comminicated vith him by phone, acknowledging due receipt of the notdoce of dbo but stating that he could not possibly attend a meeting until Friday, the 5th, inst, and thet he would attend on that day if the meeting vere put over un- til then. : A Whereupon, on motion made by director — ebonded by direc- tor Hall and oarried by affirmative vote of all the directors present, the meeting took a recess until Friday, the 5th Decenber, ‘a 8 ocieck P.M.~ The secretary vas instructed to so notify the directors; and on motion, the beard ‘members dispersed to reassemble as above resolved. Certified as correct: These nirtes are tee approved and liter Jae Chad dls alo, Director Mimites of Meeting of the Beard ef Dirscters « Villa Land Ce, SP Pp RA OD Des. 5th,1913 BR A meeting eof the Beard ef Dirscters ef the Villa Land Cempany was held in the office of the Cempany, Pestal Telegraph Building, S.F. Cal., en Friday, Deo.5th,19183, at 2 P.M., this being an extension of the meeting ef December 3rd, as par recess resslutions ef that date, Praesent, Dirasters W.M. Willett, Len J, Ceffee, S. Christensen and Vm. Han, Halle Vice President Willstt called the meeting te erder, a querun basins present. After a pretracted confsrsnns relative te finanoing the oompany for immediate Needs, it was en metion duly ssoonded and unanimously, Reselded that the meeting take a furthsr recess te convene again enh Tuesday December 9th at 2 P.M., at which time Mr, Ceffee premised he would be prspared te finally say what he could de and would de te meet his share of the Cempany's commitments, Certified as cerreot re Herd Lal : T “xv Seoretary Minutes of Meeting Beard ef Directers - Villa Land Cempany pe December 91h,1918, A meeting ef the Roard eof Lireoters ef the Villa Land Cempany was held at the ef7ice of the Ceipany en Dmo,3th,1913, at 2 P.M, Presant:- Dirsoters Willett, Furr, Christensen and Hall. Abment, Virecter Ceiles, This ueeting was a centinuation of ti.e mesting of lLec.3rd, Dec.b, ang was aeld ter tue pur;--e of receiving kr, C offee's werd as to what he osuld ani would do te mest the Cempany ’s commitments. Direoter Ceffee ne% being present, Directer Wiilett said that hs had tried te get Direoter Cef- tess, by phone, tut without success. A leng disoussiun was held as te what ceurse te pursue te moet the Cewmgany's ebligatieus, and it was finally osntsidered expedient te give Mr. Ceffmse further time te pay in his share ~~ Direoter Willett undertaking te sees Lim ani repert the result, On uetier, the neeting sdjeurned. MG add, Ar enwed * J ZF NN iinutes of Meeting ” of the. » 23 § oi i Board of Directors of the Vilia Land Co. Warch 3d, 191%. A regularly called meeting of the Board orf Directors of the Villa Land Company was neld at the Company's STN, rostal Zelegraph Bullding, San Francisco, on Tuesday, March 34, 1914, at 10 oclock, A.i. | . Present: directors P.A.3urr, S.onristhnson, and Win. HAR. Hall. On motion, director Burr acted as chairman of the meeting. “ The secretary reported having received on February 27. 4 bill from the Fresno Iraction Company dated February 17 and wailed at Fresno with tne postmark wholly illsgidle, "as Toilows:ie— spor construction of 8% miles single track from Souther n P=oific Company's iine § miles HK. of Muscatel Sta. Fresno County, through proposed townsite of land Company io ihe westerly line of Sec. 16, Township 13, South Range 18 Rast, ¥t. Diablo Base and Meridian. 2254 of $23,400.00 $5,850.00 * Tere being no letter of transmittal from the Comvany, and this Board of Directors having no information on the sub- ject, the Secretary was instructed to write a latier of in- quiry, as followel- : i a San Francisco, Mche3,/1 Faul Snoup,Esq., Pres. Fresno Traciion Co.y los angeles, California, Dear 8ir:= The Villa land Comuany on the 27th of February received a bill from the Fresno Traction, bearing aate of BaDIUALY 17th, 191%, as followsi= ‘For construction of £} miles single track from Southern Pacific Company's line # miles ¥. of Mumcatel Sta. iTesno County, thrown proposed tewnsite of Jand Company to the westerly line of Sec.16, Township 13, South, Range 18 East, ¥t. Diablo Base and deridian, 125¢. of $23,400.00 $5,850.00" Qe There was no letter of transmittal with this bill. At a meeting of the Vilia Land Company held this day, I was in- structed to inquire from you wiuetner the terms of tine con- tract to which this bill relates have been fulfilled dy the Fresno Traction Company. Ihe Villa Land Company has: Lo information to the affect that they have been. Respectfully yours:- (signed) wm, H.H, Sec, V.L.Co, * The Secretary and Manager was also instructed as iollows: To call on Wells Realty Company to report at earliest convenience a full and detailed statement of sales made, with standing of sales accounts, from comdcencement oi iis selling agency, for thls Company, to the close of February, 1914; and also to submit a statement of sales monthly as by the contract provided. To secure a written opinion from Attorney J.J.Serivner upon the rights of this Company under ine Murray-wells sell- ing agency contract, considering conditions anda circum stances ol the past and present; and also upon the sales agreements a8 now in use by Lue selling agent. To secure a written opinion from attorney J.J.8crivner upon the rights of this company under the contragt with the Fresno Traction Company, in view oi the facts and circum— stances to date, Te manager was also instructed to go ahead with forming of the grounds and tree planting in the West park and along certaln strects, to an expense not excesding the estimated $500.00; 1t being understood that Lune sales agent approves of planting along streets in lieu of in the kast Park, and ~3= the manager was lnstructed to secure a written acceptance by the sales agent on this point berore the cnange is made. On motion the Board then adjourned. Certified as correct: Ufo fall Secretary The foregoing minutes are approved and the action of the Board hereby ratiried. Director wt Cn Minutes of Meeting - of tne Board of Directors of tne Villa Land Cumpany March 19th, 191k, A regularly called meeting of the Board of Directors of the Villa Land Company was neld at the office of the Company, Postal Telegraph Builaing, Sz:n Francisco, on Thursday, March 19th., 1914, at 10 oclock A.M. Present: Directors P.L.Burr, 8.Christenson, W.X.Willett and Wm. Ham. Hall, a quorum. Vice President Willett in the Chair, The Secretary rsported that pursuant to instruct- ions by resolution at the meeting of March 3rd, he had called on the Wells Realty Company for a statement as to sales, and had received a statement waich wae not signeqd. The Secratary was thereupon instructed to return the same for signature by some authorized officer of the Wells Realty Company. The Secretary reported that he had in accordance with an instruction dy resolution at the meeting of the Board of Directors on March 3rd, obtained an opinion from Attorney J.J.8crivner relative to the Company's right to terminate the selling agreement with J.J.Murray Incorpor- ated (Wells Realty Company), wnich opinion bears date of ¥arch 7th, with a supplemental opinion dated March 17th, whlch opinions were submitted and ordered on file. The Secretary reported having received under date of March 17th, from Mr. Paul Shroup a reply to the inquiry sent under date of March 3rd, relative to the bill of the Fresno Traction Company, which reply was submitted and ordered on file, . nen ’ em on motion of fiirector Burr seconded by director christ- enson it was unanimously resolved that tha resolutions or assessment adopted at meetlngzs of this Board, as fol- lows: :- September 19th,1913, $4120.00 Lisenby Fayment with int. Novembay 12th,1913, 1000.00 Sundry purposes - January 16th,1914, 3000.00 Water Works purposes - : pe and the same are hereby rascinded. on motion by director Christenson seconded hy Director Burr it was unanimously resolved that Mr. Geo, P. Wells of the Wells Realty Companitibe requasted to attend a meet— ing of this Board in the near future for the purpose of conference on a sourse to te pursued in selling this Com- pany 's Biola nes ROMA Properties Sans memrFulere., on motion the Board adjourned - Certified as correat - Secretary. We the undersigned Directors of the Villa Land Company do nereby approve the foregoing Minutes and ratify the actions of thé Board of Directors as above recorded. '/ LVL KL L reactor ; | ———— , Eb dla 4 pari . 7 \ ( 4 or rr” Neer uo Weta Matd. — Minutes of Meeting -- --poarq of Directors Yilla Land So.— Maroh 20th.,191% A specially called meeting of the Board of Directors of the Villa Land Company was held at the office of the Company, Postal Telegraph Building, San Franciseo, on ¥Fri- day, Harch 20tn, 1914, at 10 oclook A.k. Present: Directors W,M.Willett, P.L.Burr, S.Christenson, . ang Wm. Ham. Hall. Viee President Willett, in the Cnalir, chlled meeting to order -- there being a quorum present, The Secretary re-d the call for the meating, as sign- ed by Directors Willett, Burr, Christenson, and Hall on March 17th, 1914. The Sacratary reported that each and every member of the Board of Directors had bean duly and regularly noti- fied of tnis meeting under this eall and in accoraance with the provision of tne By-laws of the Company, and that each and every member had acknowledged receipt of such notification. The Secretary stated that the Company had outstand- ing anda past due, debts aggregating more than #2500, 00, and which w=re being pressed for payment, and called the attention of the Board to other commitments of the Company which would mature in the near future, requiring still more money. The Chair then announced that 1t was plalnly necessary = - sment of the full ten per cent allowed of the Company, which ass-— 500.00 rector Christenson to levy an-asses by law, on the capital stock essment wnen all paid would yield $2 pirector Burr then offered and Di seconded the following resolution -— Resolved :- fat the sum of Twenty-five Hundred Dol- 42500), gold coin of the United States, De and the 1ars ( reby called in from the stockholders of the Villa aagme 1s he sald corporation, for ne Treasury of the Land Company to t to pay indebtedness of the purpose of providing funds and that to effec par value, or ten (10) qoilars sald corporation, t this call an assess= ment of ten per gent of the per share, be and 18 nereby levied upou each and. or the 250 shares issue corporation, payable immediately to the Secre of tne corporation #608 Po and that Saturday, ApPTil 25, avery share d capital stock of the tary of the Corporation at the office stal Telegrapg buil- gan Francisco, California, nereby fixed ag thc aay and Thursday, May 4, 1914, ing, 1914, be and is essment shall become delinquent, on wnien sald ass- herepy fixed for the sale of delinquent stock sment; and the secretary of the be and 1s Caorpcration under this asses orized and directed to give notice as pe and 1s hereby auth “of: delinquency, provided by,laW, of thie assessment, notice the sale of delinquent stock. tris resolution and of The question peeing nut, of directors Willett, votes in the negative. was carried by the affirmative votes purr, Cnristen- son and Hall — there peing no -F on motion duly seconded the Board then adjourned. Certified as correet - fa fad] Secretary We the undersigned Directors of the Villa Land Company do nereby approve the troregoing Minutes and ratify the actions of the Foard of Directorf as above recorsed. 570 INL ize or Mimites of Mesting Beard of lireotors = Villa Lani Company Maroh 3,1918 A wooing of the Beard of rirectors ef the Villa Land Company vas held at the office ef the Cempany en Monday, Maroh 33,1914 =t 10 eo 'nleck A.M, Prosent: Direotars willst*, Christensen, Burr and Hall -- Absent: Director Coffee, The Secretary anasunoed that prnrsuant te the netics, the meeting was oalled fer the purpese ef nonsidering the general finrnoial SABIAN of tne Cempany, auditing bills, tegether with such ether tusinass as way require attention by tne Besrd. Vice President Willett mbnitted ths felleving corresrenisnce and moved that it be entered into the mimites of the neating. Maroh 18%h,1914. Mr, Lon J, Geffee, liodaste, Cal. Taar Colfed:w . ‘Phe endition of eur ~om.any mazkos it necessary, as you deubtless knew, that we have as yresident someone who can give our affairs close pere sonal atientZon here and in Frosne, snd we are tharety suggesting to you that you resign from the presidency, ; Ve regret very much the business misfartunes which hsve made it impossible fer you te pay your arsessments and thus enable the conpany te moet its eng:geusnte and de business te advantage, and we heps you realize that we have been peatisnt in the matter to the utternest ressible limit, ¥e earnestly ask you to refleot en the rpesitien in whioh yeur delinquenoy hrs vlaced us, the rositive loss it has occasioned us, and te make ui yeur nind, as eur friend, to veluntarily ceme te our relief in scno way, without further del-y vhatever, Yours tmly:- ( signed) Tillett » Burr " Christensen v Hell San Franoisce, California, : March 19th, 1914. Te the Beard ef Direnters of the Villa Land Company, San Francisoe, Cal, Gentlemen: I hereby resign as President of the Beard ef Dirécters of the Villa Land Company. Yours truly:ie (signed J) Len J. Coffee. De On metien of Direster Christenson, asevonded bY ilirestor Burr, the resiznation of Len J. Ceffee os Bronident of the Villa Land Company was unsgimously ancepted. The question of filling the vacsnoy caused by this reaigmtion wae then oanhvassed, Dirsctor Willett said that if some ens nlse could be hed to fill the plaos as Seoretary without its sosting Leo much, he would fator making Director Hell the President. Directer Hall eeid he would leck inte the matter and see what 14 vould cout. He thewght it vould be well to sapley & oSretiny ard hookseper in one snd the same person, When he undertook the duties of secraiary he never ecrested t. de the work he has had %c da in that:-eapasity, indesd he hed looked npen his seorataryship es a tentative arrangement only. And he oarta’nly would net continue to dc the work of that office fer nething, Then oaame the keeping of acuounts, which oving io the utterly chantis oon- ditien ef the Lysiness as turnied aver io him vhen he becsme manegaf,had nNecess- itated m mountain of work which he persenslly had fe go through with hafere he could put the data into thn hands ef ~ book-keep:r., Kr. Caffse had turned ever na acuveunts whataver., Tha Secretary had found President and Meriagor Ceffem ts bank books and bills and receipts in a mest wired up cone dition, in the straightening ont of whioh very mich mere laber was re- mired than the results would attest te. It wus ef a oharaoter that re= quired previous knewledge of the work, the peeple and the locality eof eur sntarprise, in order to inow hew to rlace the items in socounts, He was in the midst ef thai work jew, and had come tn the point wlsrs he was ready for ‘he sarvioss of a hosk-kasprar to open the mocounts. And, 79, ..oting under j the autherity already given him he had gone over the matter with a hook keeper of muoli experience,to outline the asoounts, but thoy had run ur against a snag in the fact of apparent irregularity ef seme ot the "assesaments¥, As he had seve¥al Limes represantad te ithe Beard, as well as %o individual Direoters, we mst, as individual Steokholders and as a Board of Directers, «le : aot in this matter se that the accounts oan be started en a final amdiserreot basis. The questien is: shall we regard all centributions by the steok- helders to date as payments en steck acceunt er are seme to be regarded as leans and, if so, which? This was a matter on whieh #o should agree, no that all stockholders weuldl etand en the same financial feeting with the ceme party. The Seoretary mist have definite insiruotion en this matter, He cannet, ef osurse, undertake te say anything in the asoceunts whioh the minutes do net olearly instruct hin te say. And new, anether complication had arisen. The Secretary had pesé tively understeed that certain meneys oentributed by Willet and Burr (er Nr. Willett) were te be in part oredited te the Regers steck in payment of a former assessment, But new Mr. Villett declared that he had net se intended them, My, Tillett admitted that the Rogers steck had been assigned te him (Fo Willett and Burr), but taid that he had net intended te pay the assessments en it and did net knew that he would pay the pending assessment on it. The Secretary then peinted out that he could net go on in'Btraignten= ing out the Company affairs until he received definite written instructiens en just such peints, Direoter (Christenson said that he ceuld net ses vhat all this had to do with the questien first intreduced at this neeting -- who is te take Mr. Coffee's nlaoe as President and whe is te be Seoretary if Director Hall is made President. He would faver Hall fer President as DNirecter ¥illett had suggested it, but he did net see why ve had getten eff en the irregular assessuent tusiness, | Direoter Hall explained that if the financial points he had raised were straightened eut he ceuld then have a set of bosks epened and get through with his necessary cennection with that subject, and withdraw as Seofetary, and then we ceuld get a seoretary and boekekoaper in one persen for a moderate menthly salary, and he, Direoter Hall, weuld then be available oda to be President as well as Manager, as Nr. Coffee had bean, if the Board want ei him as Prosident. Othervise he thought that Direotor Willett had Wy I better be President, He nust decline, however, to go On 348 Ve Are going == doing all the clerieal work and personally bearing such extra expense as Secretary, ani getting nothing lor it. At this point Director Christenson declared that he would be ob- liged to go at once to attend to his business andi left ths meeting. And then, sfter some further talk, Mr, Willett receiving an imperative phone call to his office also loft the meetings and, as there was no quorua, the meeting stood adjourned. Attested as correct = Wes oun Atal Secretary These minutes stand approved - Director Ninutes of Meeting A Board of Directors = Villa Land Co. March ‘28th, 1914, 1." i Re A hal The Bear: of Diraentors of she Viils Land Cempany held a meeting at the office of the Company on Saturday, March 28th, 1014, at 10%h.x. Present; Directors Willett, “urr, Christensen and Hall. The meeting was called for further conference on the matter of a selling campaign. The Directors had held a conference vith Mr. Geo. P, Vells, Wells Realty Co., in ‘their office on March 28rd, whereat Mr, Wells had expressed his views of the situation at length. The Secretary had mnde a memorandum of the same and sent to Mr. Wells on the 24th with a letter, as follows:- San Franoisoce, California. Marsh 24th,1914. Geo. P. Vells,Esq., Wells Realty Co., Fresne, Calif, Deer Mr. Wells:~ : Herewith I am sending a copy of a memorandum which with the help of the other Directors of our Company, I have made of the talk which you gave us at our oenference of yesterday. The first paragraph tells very plainly the ebjeot of this memorandum, and my talk to yeu at lunch time today should make it clear to you that we simply want before u. a clear and complete idea of what san be done, from your standpoint, to enable us to get at this selling business fer the best advantage of all concerned. Please look the thing ever and supplement it in any way you see £it in a letter to me at your earliest convenience, I wish to assure you en behalf of the ether directors as well as nyself that we regret your inability te find the monay to oarry on the selling campaign as you would like te and as you thiuk the occasion calls for, and we hope $hat even yet you will find a vay to *dig up" sufficient masume to make the thing ge. I think our idea of todays luncheen =- to run a small neighberheod pisnio er barbacue in the near future without attempting anything big-~ is a good one. Suppese you elaborate that in your response te my memorandum. Yours truly:ie ( signed Wm, Ham, Hall, georetarye. The Secretary rsported that he hed, as indicated in his letter, talked the matter over again with Mr. Wells on the 24th, bringing up some other phases of the situation. He had called Mr. Wells attention to the fact that he had net in his talk dwelt much on the bad effeot of the dereliot- jon ©f the Traction Company in matter eof vom: leting and operating the road 7 “2a as ve had expected - cousidering the tslks which he had at ether times given us and especially the Secretary. ur. Yells in response had said that he thought it best for the pressnt net to sfdr that matter ur to» much, though he was of the epinien that if we did net get a much better service we could net s3ll the property. He hoped, from Nr, Tebster's talk with him, the’ as soon as the operating derartment took ever the road the service would be made much more favorable. He did not think it pelitic te "kick" en that until the right time came, but it was his intentden te “keep right after Mr. Websters as soon as the operat— ing derartment did take ever the road, until the right servios wae iva The Secretary reverted that he had sutheriged Mr. Wells to sreak for the Villa Land Compary en this peint and thought it the best way te make our fight on this point through Mr. Wells; who was on the avtund, ard weuld have casual I -|/m, to keep it stirred up to betfer afrect than we would have, The SeoFitary reported having received a letter from Mr, Wells, dated the 20th, wherein Mr, Wells attest~d the memorandum sen him as being o. cerreot report ef his talk except en one point, ms to vhich he made a cer~ rcotien a# will be seem in his letter here follewing:- Fresno, Oalifernia, Maroh26,1914, Mr, Wm, Ham, Hall, Mgr. Villa Land CCey Pestal Telegraph Bldg., San Frencisce, Cal. Dear Sir:- Your faver of the 24th just to hand. I have read over the memore andunm carefully and oan effer no further suggestion than to say that i$ is substantially cerreoct with the ene exception, namely: where the $4000 is mentioned as censideration feature ef my selling contract, should you find a suitable purchaser. The amount shouid be $5000 instead of $4000, and I have made a notation as suggested in your telegram just received. I am glad that you discevered that I was cerrect in the matter. The assessment netice has been erdered inserted as per your in- struotiens and we will loek after it, Vas eut to Biola yesterday and McDonald was busy with trees along the curbing ef ene ef the streets. I will go eut again to advise him net to get any for the park. There is ne way te reach him except to ge out there, and I am afraid te negleot advising him in the matter until he may ceme te town, or yeur letter reach him, fer it might be too late, I trust that yeu may be successful in finding a live one whe would be able te make the required investment as per my preposal, in the meantime we are deing our dest, Yours very truly ( signed JGso.P.Vells. P.S. Please forward cheok cevering the Harrisen matter, as per eur former letter (== rn.ad [5 Mr. Wells oonosdes that the Villa Land Company has now done all it engaged witR hij, in its Murray contract, to do, and mors too: The Waterworks is a "dandy" -- best in any small townsite in the Valley; the strests are in good shaps and look well: the tree planting is quite the equivalent of all that agreed upon, and the change of location of rlanting ie, for the time being, advantageous: the cement sidewalk is as mich in quantity as agreed upol, thoughf not all located just as planned: the residence house has been of great assistance to him and enabled him to keer a representative continuously on the tract. On the goore of the Land fompany's performance under its contract with his company, although there wera exasperating delays and as he thinks bad management, Mr, Yells is now satisfied and *had no kiok comingy He thinks the Land Company should, in ite own ihteorest, paint the tower, tank and rump house, and complete the sidewalk on the south and west sides of Block 38, where ‘he gravel has all been delivered and construotion begun, Exoept thess two recommendations, which he urges most stfemously, and his reco.mendations as to a hotel, he would have nothing to suggest to be done until such time, next Spring perhaps, when lot sales justify further outlay in sidewalking and tres Planting, As to prices of lots and mores at Biola; Mr, Wells thinks that they are, for the present, all right; he 3o0es not believe that lowering the prices 10 to 15 per oent over part of the town snd sore property would ene able him to inorease sales, nor does he see any necessity for inoreasing . prices in any quarter of ths property for the rurpose of confining salas to other quarters. He has endeavors to and suconedsed in confining ssles almost wholly to ths West half of the properties and desires to continue that polioy. : The difficulty in making sales is, at first, to find those who really want to “uy and have money to tuy anywhere, and, second, to imprass them with the belief that there really is going to bs a town at Biola. There has been no gensral fault found with the prices, and in his opinion, when buyers are in market, with the little mores done towards making the town, "which he suggests, it would be Just a3 easy to sell at present rrices as at lever prices. : Biola residence lots are rriced at about one-half of the residence lots priced in Fadrmont just north of Kearney Boulavarde heights in the Vestern entirons of Fresno, and Nr. Wells thinks that about right. To sell residence lots in Biola some little houses or bungalows ought Yo be kuilt eithsr for sale or for rent, They would rspro-sent some money invested for a time, but they would sell for all they coet in a year or two and would vin a big profit by making the market for residence lots. , The K.B.H. management, right along side of Fresno, had to rut up a lot Pr of housss in order to make a market for their lots, Those who first buy lots in sush new rlaces are umially She arent speculators -- laboring men, mechaninos, =lerks, and others with « few dollars who seek to make a profit by the advance in peuftt. as the town grows, and who have no idea of themselves contributing to ths building of the town. There were several thousand men at the Stones andi Vebater oone struction wemps on the power development works in Freeno county. Among these men, when plenty of work was in prospeot, were many who would buy lots, and who 4id buy lots arouni Fresno and in a number of new towns in the Vale ley. Put now this work has storped, the men have dispersed; many are idle, among the "Unem: loyed®, 2nd that market is knooked out. There are buyers in the Valley of a better class == clerks who seek to start little stores of their own, small merchants looking for locations or better locations, professional men looking for an opening, And then there ars the newcomers into the State, as a rule, looking for very small screages and cheap lots in a growing town near to them. : Fairmead is the only place in the Valley where any sales to spas of are heing made at the present time, Those peoples have diviied their lands into small acreages and planted or oropped it, and are selling the small tracts all ready for occupation. But it takes a whole lot of money to oarry on an enterprise in that way. = Memorandum =» Genference yith Mr. Geo. P. Nells - Monday, Maroh 23, 1914. - The following is a memorandum of Mr. Geo, P. Wells views on the Biola selling situation, as they were expressed to the Board of Directors of the Villa Land Company during a conference held on the above day’ as also some of the faots which in Mr. Wells opinion bear strongly on the oase, together with a statement of his attitude in the premises. Mr. Wells feels that he has done all that he engaged to do and that in reason oould have been expected of him to do up to this time under his contract as selling agent. Conditions have been against all such enter prise, and, there have been special handicaps on this Biola venture due to bad company management and to railroed company dereliction. Nevertheless, he vould voluntarily have done more had he have had the means, believing as he has believed, that it would have paid him to do se, But as times heve turned out, he thinks now that he was over sanguine, He realizes that his estimate of selling prospects per month, for a year shead, provided $5,000 to $8,000 could be had for expenses, which he made in September, 1918, for the Directors, would mdt nearly have been realized by him, had that course been taken. He claims that the sales would by such cour se and expenditure been made decidedly greater than they have been, but he doubts whether the results would have justified the outlay and the effort, He attributes the lack of great success in selling Biola lots and sores, wholly to the "times" the “bad times" which ars upon the country everywhere. 0f Californians, but few have money with which to buy, fewer have confidence in the outlook sufficient to invest what they have, and no one can borrow -- the banks will not lend, in the interior of the State. Travel into the State is phenominally light, Scarcely any buyers are coming into Fresno so that at least five prominent and well established real estate firms have gone out of business there within the past several months, Mr. Yells does not look for a decided revival of business within the next six months, whioh would carry us into October. Re expects to sell nore of Biola during that halfeyear than he has in the past jaif year, but, under present conditions, not very much more, Though no doubt a well financed and managed selling campaign, with excursions and barbecues put on at the Present time, would materially increase sales, he doubts whether the result vould justify the outlay and effort. If he had $2500 to $3000, he would risk it that way because he feels implicit confidence in the future of the Place, but he believes the better polioy would be to go slow for another six months or a year, and then, when conditions admit of big quiok results, make a whirlwind oampsign and “clean up most of the stuff* He thinks a better policy for the present would be to build =a small hotel at Biola and make an attractive little rendevous for people of the neighborhood, and a comfortable place to receive, house and fesd contemplating buyers who go there. He feels sure that such a struoture, with hotel office, dining room and kitchen, barber shop and bath room, and one small store (for drug store, most fittinglydon the ground floor, and vith bed rooms up stairs, would do more to sell Biola than, in the absence of such = little hotel, any boom campaign would do. He believes that most contem:1lating buyers of the most desirable kind will, when takem onto the ground, not buy when no town is actually started, and lot buyers everywhere regard the building of a hotel as the starting of a town, He thinks $5000 to $6000 would provide such a structure and he knows = Fresno man who would put up half this amount if some one else would provide the other half. A druggist and a dootor have very recently been seeking to locate at Biola, hut are deterred by the absence of accomodation there. Mr. ¥Wells has had at least several prospective tenants for a hotel, but it is impossible to hold them while its building is uncertain, CC —— = Memorandum - Conference with Mr. Geo. P. Yells - Monday, Maroh 23, 1914, - The following is ea memorandum of Mr. Geo, P, Wells views on the Biola selling situation, as they were expressed to the Board of Directors of the Ville Land Company during a conference held on the above day} as also some of the faots which in Mr. Wells opinion bear strongly on the oase, together with a statement of his attitude in the premises. Mr. Tells feels that he has done all that he engaged to do and that in reason could have been expected of him to do ur to this tine under his contreot ss selling agent, Oonditions have been against all such enter- Prise, and, there have been special handicaps on this Biola venture due to bad company management and to railroed company dereliction, Nevertheless, he ¥ould voluntarily have done more had he have had the means, believing as he has believed, that it would have paid him to do so. But as times have turned out, he thinks now that he was over sanguine. He realizes that his estimate of selling prospects per wonth, for a year shead, provided $5,000 to $8,000 could be had for expenses, which he made in September, 1918, for the Directors, would mdt nearly have been realized by him; had that course been taken. He claims that the sales would by such cour se and expenditure been made decidedly greater than they have been, but he doubts whether the results would have justified the outlay and the effort, He attributes the lack of great success in selling Biola lots and acres, wholly to the "times" the "bad times" whioh are upon the country everywhere. Of Californians, but few have money with whish to buy, fewer have confidence in the outlook sufficient to invest what they have, and no one oan borrow -- the banks will not lend, in the interior of the State. Travel into the State is phenominally light, Socarocely any buyers are coming into Fresno; so that at least five prominent and well established real estate firms have gone out of business there within the past several months, Mr. ¥ells does not look for a decided revival of business within the next six months, which would carry us into October. Re expests to sell nore of Biola during that halfeyear than he has in the past yalf year, but, under present conditions, not very much mors, Though no doubt a well financed and managed selling oampaign, with excursions and barbecues put on at the Present time, would aaterially inorease sales, he doubts whether the result vould justify the outlay and effort. If he had $2500 to $3000, he would risk it that way because he feels implicit confidence in the future of the Plece, but he belisves the better polioy would be to go slow for another six months or a year, and then, when conditions admit of big quiok results, make a whirlwind campsign and “clean up most of the stuff* He thinks a better polioy for the present would he to build a small hotel at Biola and make en attractive little rendevous for psovle of the neighborhood, and a comfortable place to receive, house and fesd oontemplating tuyers who go there. He feels sure that such a structure, with hotel office, dining room and kitchen, barber shop and bath room, and one small store (for drug store, most fittinglylon the ground floor, and vith bed rooms up stairs, would do more to sell Biola than, in the absence of such 2 little hotel, any boom campaign would do. Ke believes that most contem:lating buyers of the most desirable kind will, when taken onto the ground, not buy when no town is sotuslly started, and lot buyers everywhere regard the building of a hotel as the starting of a town, He thinks $5000 to $8000 would provide such a structure and he knows = Fresno man who would put up half this amount if some one else would provide the othar half, A druggist and a doostor have very recently been seeking to locate at Biola, but are deterred by the absense of accomodation there. Mr. Yells has had at least several prospective tenants for a hotel, but it is impossible to hold them while its building is uncertain, BS A Tr ToT TT ph there be a saving olmuse in the contract in the oontraoter's favor in that regard, the contractor and net the owner always has to suffer by reasen of the "hard times® or unfaverable conditiens. Directer Hall explained that Le was net advooating our cancelling the Yells agenoy, tut only giving a reason why he did net believe anyens could be feund te buy Mr. Vells outs and, se, in his epinion the time would come if it had net now come when we would have te, either finance Mr. Wells and help him sell the rroperty, or, ourselves got rid ef him and make an antirely new selling arrangement, or fail 1n our entersrise. Put Directer Hall thiught that tie prinsipal difficulty which senteotted the Villa Land Company was absence of favorabls rail service and freight rates, and he 41d net believe that any advantagesiis selling antangeient oni beuldibe made, until suoh service rates were nenurei, He was in taver of either sueing the Traction Company to feroe it te fulfill its gontract, or of srending meney in improvemsnts to induce it to fulfill its sortract and ooopsrate vith us. The selling agenoy arrangement oeuld easily be made if ve had conditisns favorable for selling. LIter a general discussion in which the directers Willett, Christen- sen and Burr expressed themselves against any oourse vhioh required menay in any oenstderable amount, the Board adjeurned. Attested as oorrect:- Veta : Sq 0 : 4 Seoretary NOTICE OF ASSESSMENT. These nimites stand sryroved = VILLA LAND COMPANY.—LOCA- tion of principal place of business, San Francisco, California, Location of prop- erties and works, Fresno County, Cali- fornia. Notice is hereby given that at a mecting of the Board of Directors of Director the Villa Land Company, held on the RE 20th day of March, 1914, an assessment of ten (10) dollars per share, or ten per cent on each one hundred dollars of par value, was levied upon the sub- scribed and issued capital stock of the corporation, payable immediately in " United States gold coin, to the secretary of the company, at its office, No, 608 Postal Telegraph LPuilding, in the City and County of San Francisco, California. Any stock upon which this assessment shall remain unpaid on the 25th day of April, 1914, will be delinquent and ad- vertised for sale at public auction, and » unless payment is made before, will be sold on THURSDAY, May 14th, 1914, to pay the delinquent assessment, together with cost of advertising and c¢xpenses of sale. By order of the Board of Directors. WM. HAM. 11ALL, Secretary. Oflice: No. 608 Postal Telegraph Build- » ing, San Francisco, California. Mar 26-5tTh « Minutes of Meeting = Beard of Dirsoters « Villa Land Ce, -~ AR GL SR RET April 14%h,1914. The Beard ef Direotors of the Villa Land Company held a meeting at the office ef the Company on April 14, 1914, at 4 e'ocleck P.M, Present: Directors Willett, Hall, Christendon and Burr. The meeting was called for the purpese eof considering a letter received this day from Mr. Lisenby under date of yesterday. The cerrespends ewe leading up te it and the letter itself were ordered embedied in the minutes of this meeting, as follews:e Fresne, Califer~ia, Maroh 11,1914, Villa Land Company, Pedtal Telegraph building, San Franoisoe, Cal, Gentlemens Allev me to oall your attentien to the balance of principal dmd interest due on your nete which matured September 26,1913, of $1456.25. There will alse be due on the 26th of this menth $3080.00 on ao= count ef interest en the three netes yet unpaid, Please give this matter your prompt attentien, and eblige, Yours truly:e : ( mignedJA.V, Lisenby. Office of the Villa Land Company, 608 Postal Telegraph Building, San Francisce, California, April 9th, 1914, Mr. A.V. Lisenby, Fresno, California, Dear Sirie Responding to your favor ef recent datei as you ne doubt are aware, the sale for raal preperty either in lots er acreage, during the last year has been practically nill., YKevertheless, we have by means of considerable contributions from our stockhelders tegether with the small installment pre- duots from a few sales, managed te make the payments we have made on account of our purchase frem you and have carried eut on the preperty such substan- tial improvements within the tiecla tewnsite as add many thousands ef dellars to its value and as would be productive in our judgement ef the best re- sults, ¥e are new levying regular assessments on the oapital stock ef our company as fast as the law will permit, to get in the meney te pay such debts as would constitute liens on the property and alse to meet our obligate jens to you. In view of these circumstances and facts, we are hereby asking you to bear with us te the greatest possible extent in regard to paying beth interest and installments on account of principal under our centract, Until a move which we have in progress develops further, we are Ww» able to make any definite statements as to what we can er oannot de, If this meve develops favorably, which we hope and tnink it will, we will soen be in pesition to meet our matured engagements with you. If it does not so develop, ®Pe we will continue eur present courses of getting the meney by regular assessments, which, unfertunately in our case, as centrelled by eur State lav is slew. Trustihg that you vill see that we are doing all in our power to meet our obligations, as Directors of our Company, and that you will recoge nize and make due allowance for the foroe of circumstances which we have had to confront, we are: Yours truly: : VILLA LAND COMPANY~ ( signed) Ry Valter NM. Yillett Vice, Pres, & Director Bs L. Burr " 3s. Christenson » Yu. Hem. Hall Fresno, California. ; April 18,1914, Villa Land Company, : 608 Postal Telegraph Bldg, San Francisco, California. Gentlemdtite : Replying to your letter of April 9th, which was in answer to my letter of March 11th, I beg to say, that none of your payments to me on ao= count of the Wm, Ham, Hall note have been Satisfactory, and I hereby notify you that I declare the whole amount due, which I have a right to do under the terms of the. note and mortgage, and I shall exrect you to pay both principal and interest not later than the lst day of Mayyi9l4, This will give you ample time to prepare for }ayment. gh Yours truly:e ( signed A. V.Lisenby Director Hall urged that the other stookholders of the Company, then all present, loan the money proportionately to their stoockholdings, to the Company to meet the deficiency (31456.25Jon the last Sepbouber note, osused by the delinquency of Messrs Coffee and Rogers, Director Willett refused to adops* this suggesgion, saying that under the oirscumstances Mr. Lisenby ought to wait for his money. After a protracted conference ss to what each Director oould and would do toward meeting Mr, Lisenby 's demand, 1t was finally determined that Secretary Hall should go to Fresno and personally lay the situation, as to the delinquencies of the Coffee and Rogers stook and the complication with the Traction Company ‘before nig and orave his indulgence a time longer. Manager Wm. Ham, Fall reported that he had effected a settlement of the J.S.Ahlm claim against the Villa Land Co. and that the suit brought by Ahla had been dismissed. He reported that the trouble had resulted from “f= an ambiguous agreement into which former President Coffee had entered inte vith Ahlm for the construction of cement sidewalks and curbing, and from negleot on Mr, Coffee's part in attending to the surplying of Ahlm with materials. Ahla sued on Dec.18,1918, for $821.46 on account of work done and $700.00 danages for loss of time occasioned by failure to surply cement by the Company. The case was settled for $200,00 to Ahlm and $50,00 fee to our attorneys, on Maroh 10th,1914, Manager Hall reported that, owing to gross mismanagement, our cement sidewalks and curbing had cost fully fifty per oent more than they Lo: should have cost, F wy Manager Hall also reported that he had spent much time in trying to segregate out the separate cost of each of the several classes of work and in a general vay where the money had gone to, hut pending the straightening expense and he subaitted a memorandum or statement which he said represented ' out of company socounts with ths aid of a bookkeeper, he oould not vouch for the acouracy of any such statement, The meeting then adjourned, Attested as correct - a : Wn Natl Secretary, These minutes are hereby arprovéd - Director Minutes of Meeting Roard of Directors - Villa Land Ce. oa Moy 5th, 1914, The Beard of Dirsoteors of the Villa Land Company held a meeting at the office ef the Company on May 5th,1914, at 2 o 'odeck P.N, Present: Directors Willett, Christenson and Fakl, ABsent: Directer Secretary Hall made a statement of the rasult of his trip to see kr. Lisenby according te instructions given him at the last meeting of the Board, as fellous:- « Secretary's Statement My trip to Freano has avparently resulted in a temporary stay of Mr. Lisenbys aotion in the matter of beginning foreslesure preceedings. I put the oase to hia en the peints ef my instruction, as strongly as I could. When I came te talking about the investasgt vo had made and what we had dene with the meney, eto, he aki onnad a desire to see n statenent of our finanoial condition, prespeots, etoc., and, so, under date of April 22nd, I prephred such a statement and sent it to him with a short letter on the folléwing day ( Btatement here submitted to the Board and appended to the follewing minutes. In response, I received a letter from him dated April 28th, which being shown to the ether Directors ef éuar Company at a conference en May 1st, we all signed and sent a re. ly ef that date, snd then teday we have before us Mr, Lisenby 's reply giving us until May 26th to meke the payments which will then be due and swaying that he will not consider any further pes- penement., The letters referred to, here follew:= Fresno, California, April 28th,1014, Villa Land Company, Postal Telegrarh Rldg., San Franoisce, California, Gentlemens:- I have yours of the 23rd inst, enclosing statement of your finanoial condition, from which I netice your company has a oash investment of about $43,000, and that you have made sales (which you consider goed), te the Jagan of $15,520; this weuld apparently leave the amount invested by you 27,480, : I alse netioe that you have issued 250 shares of stook, 86 shares or a little more than one-tiird of the entire issue, are about to,be sola for non-payment of assessments, which of course will mean that this stock vill revert to the Treasursr, and would reduce your income from assessments ene-tiird, ; : I infer from your statement that you expect te sell Preperty eneugh te meet the payments te me as they mature, and presuming that this has been your intentien fyem the beginning I am led to the censlusien frem results up to thie time 1t would prebably be a long time bhefere I would realize on ny interest, You will remember that the original terms en which I sold this rroperty te you were changed at your suggestion and fer your accemedatien, It is unnecessary for me to tell you that you have net met your payments 28 you should have done. The payment that should have been made September26, 1913, was paid as follews: $2552.00 on principal, $148.00 on intsrest on November 7, 19133 and the balance ef principal and interest on this nete amounting te $1456.25 vas made by Mr. Hall December 11,1918, This rsyment, hewever, has net been credited en the nete fer the rsason that when the payment was made I gave Mr. Hall my personal written agreement aoknevledging this payment as in the nature of a loan from him, and which agreement I was te refund th him this meney on demand. As I told your Directers in cur cone ference I did net, and do not new, vant to take the land back, tut I do want, and mst insist on, the terms of our contract being complied with. I want the agreement I gave Mr. Hall when he made the parsonal advance on December 11, 1918, returned: when this is done I will oredit this amount and surrender the lete that it represents. I want the interest that wes due Maroh 26,1914, togeth=r with interest en this ameunt from March 26,1914 te date of payment, and your assurance that future payments will be made when due, then I will consider the withdrawal of my recent demand for payment of the entire amount of principal and interest. Unless I have a remittance as suggested abeve on or before May 6th I will oonsider that you intend te leave the matter with me to de as I please. : I am, Yours very truly:- (signed) A.V, Lisenby, ‘Mr, A.V. Lisenby, last gnterest payment. -3w Office of Villa Land Company, 608 Postal Telegraph Building, San Franoise¢, California, May lst, 1914, Fresne, Califernia: Dear Sir: : Responding to your communication of the 88th ins%: with due ree spect and consideration, ve must, in justice to ourselves, first oall your attention $e twe points as te which you seem to be under erroneous impression, You Place "the amount invested" by us at $27,480, whersas the meney aetually paid in by us and which we de net expect to recover until after you have been satisfied, is $42,010,78, V¥e respectfully represent that this ameunt paid in represents our investment, sven though we have sales centracts worth, as we believe, at least $15,680.00. ¥e would have ne disposition ‘te use any portions of the meneys coming frea sales, to recoup ourselves, individually, for any rertion ef our investment, Nereover, when we have paid the ameunt new due yom, tegether with our present fleating debt, our personal investment will approximate te $50,000.00, and there will still remain the asset eof approximately 3$15,520., sales contract values, as well as the further investment sut of sales ree oeipts thus far made, of about $1,800.00. - We hope that this view affords a clear and seund idea of our equity and your security. En Your third paragraph we submit, unintentionaily, ne doubt, dees us an injustice: We admit that at the beginning we hoped ta sell proparty fast enough te make mest of the payments te you out of sales receipts, but ve never expected ner intended to confine payments to you ‘Wfmoneys received from sales. As matter of fact, all we have paid you thus far has come out of our peckets and not any out of land sales receipts. Ve hépe you will recegnisze the fairness of this view, alse. s Our desire and intention is to meet your demand to pay the $4,600.00 aprroximately, new due you, but the feot that the Ceffee and the Rogers stock will be either placed or solf for assessments en or before the lith ef this month, embarasses us vho sign this letter, as to just hev to arrange the matter-« ve cannet firmly assume that these 86 shares will revert to the treasury eof the company, neithsr oan ve assume that they will net, though it se= kad in that way paid the lumber and cement Bill of the Pierce Lumber Coxvany against the Villa Leni Gomdpally, 4nd he vousasted that the anaounts of Walter K. Willett and F.l. Purr with the Villa Lan Company be oraiited with esiu sux of $2,100.00 duly apportioned asaording ie amount of stook ewned by tiem, resgentively, On netion, duly ssconded tiie Saoretary we instru ected io record tis transaction to be duly ;osted inte the books of the CORPnNY Than, on moticn the hoard adjourned. Attentod as correct = 4 WH Math [aaratery, Thao above minutes are heraby azvroved Director Mimites of Meeting Beard eof Directors - Villa Land Ce. damary 26,1915, The Board ef Direoters ef tiie Villa Land Company held a mesting at the erfice of Vice President Willett on Jamary 26,1915 at 10.39 scleck AJM, Present: Directors ¥illet%, Purr, Hall, Absent: Direoter Christen Vice President Willett msde sn statsment and subuittel correspondence er 08 ving hie recent negetietions wityu Mr. Lisenby, as follews:- « Tha Viow Prosident'’s « - Statement - About the midile 3f Dacembsr [ saw x», Lisenby in Frasno and made a prevasition te him which, substantially, was that we weuld Pay hia the $17,000 due en the 26th of September last with interest, in installments before Joteber,1915, en senditien that he sonsent te defer the rayuunt ef the next twe netes orm.ng ue, one yes» esch. He refused this offar. I still think he will susept some such terms. rurther than this, I could gst ne idea from him as te what he weuld sell the wire amertgage fer, exoert that he intimated vo might sell fer oash at fsaoe value less interest, I de net undsrstand why, 4f he is yvresssd fer oney to meet bank elLligatisns, as he says he is, he will ret tnke wuuch Voss ver the mertgage, and in ay epinien he will take lesa, Vioe President Willett then subuitted the following cerrsespendence which tells of the further negetistions had Ly him with Mr. Lisenby, 623 Sheldon Bldg, Garfiendi 569 Deo, 24, 1914. Mr. A.V.Lisenby, Fresne, Cal, Desr Sirie. In line with my nonversatien with yew had en my reoent visit te Fresne, will state that we are in hepes ef raising the meney necessary te osver the nete. Hewever, in cenneotien with this. the main siffioulty ve encounter is thar we will have te take. of the Tractien Ce. fer a certain c — -2- amount of meney in additien, We hepe, hewevsr, in the early part of next week te present the matter in a shape that will be accertable te yeu. In connection thorswith, we wish to say that it wey be necessary as cutlined im my talk with yeu te pay you this meney in installments. I trust this will be satisfactary, andi remain, Yaurs very truly, (signed J W,V.M, VV¥ [EF 828 Sheldem Eldg. Garfield 569 December 30,1914, ¥r. A.V.Lissnby, c/e Poorles Savings Bank, Fresne, Cal. Dear 3ir:=- In answer te your faver ef the 28th inst, will gtate thal we have boen making strenuous exértiensnto opiyply with the Libe I exvressed while in Frasne ef being able tc take up the nete, Unaveiiable delays en the part of the Railread Cempauiy have semevhat delayed us and the unaveide absence of ene ef sur Nirsiiers has further centribtuted te sii delay. Our vrepesiti~n, 2s we map it eut te you at present, is as iellovat- Ve hepe te maks you ar immediate rayment ef $10,000.00 Bhiscis net 66 Abt ss-A-peypent. an extinguishment or a satisfaotiem ef $10,000.00 en scontint of the mertgage, ut to an assignuent te us ae individuals of this amaunt of meney in the nertgage, Being msde secendary, hewever, te your interaste therein, The interest en the antirs merigage, including that en this nete te bs 211 premrtly ¥n March, when the uszme bacemes due, The belshoe af $7,000,00 “e be yaveble en er before the lst ef October, 1915, with inter et on all deferred payments. it boing undorstesd, herver, that in making these reyments ef $10,200.00, $7,000,00 ani interest that the installments due Sertember ef 191F and September eof 1818 ars te be delayed fer at least txe years, to-wit: until September 1st,1917?, when the entire $51,000.00 would be cue. It being further understes: that ve ares privileged te purchase trem yeg fren time te time interests in this uertgage, but fer reasons, as indioated te you we de net wish the mertgage satiastied er cancelled. er Kindly give this matter yeur censideratiem se if this arrangement is satisfactory we can at ence take steps te put it thre.gh. Ve wish te say in this cennectien that we have used our utmest endsavers and that the abeve prepesitien r- presents the utmest extant of our reedy reseurces at the yrresent time, Yeurs Very truly, wv /zr (Aiud Nallor Yn. YWHIT Peoples Savings Bank of Freane. Fresne, Califernia, January, 1915, Taltsr M. Willett, » 828 Shelden Bldg., San Francisoce, Cal. Dear Sirie I have yeurs eof Dec.30 and in answering am sempellsd te say that I ocannet entertain the prepesitien yeu submit. I regret very much that you have -3e not been able te arrange mere satisfactorgly fer yeur interest and principal payments which are vary much past due, and I presume thers is nething left but te begin fereclesure. ~ Yours very trulp:e ( signed JA.V.Lisenby, 823 Shelden Llag. Garfiald £69, Januery,?,1916, ¥r. A.V. Lisenby, afe Poerles Savings Bank, iresne, Cal, Lear 3ir:- ; In answer te yours of Jan.4,1915, I think that in leeking ever the tituatien that you have srrenenusly assumed that the interest on the mortgage is everddwe. As I read the mertgage the interest is net due, oxe cezt en the $17,000.00 nie, until next Mareh, =nl in regard to ihe interest, &ll I askad was an extension en the nayment af tha intsrast on the $17,200,00 uit il the balance was raid. Reclly, shat I wos aking was ar extension ef the paymant ef the $7,000,00 en the $17,000.00 nete until sematime befofe the 37th of September and san extension on the naymsnt ef the intnrast sn the 17,000 until all the interest becemes due in March. In conection wisi: the Lnlance of She nertgage, vou exrreszsd a willingness te accede te my rvquest in thet and, therefere, eur susgestions that the 317,000.00 nete bs paid with the excertion of the $7900.00 rart of the principal and the intrest, which is te ba paid in Merch, Fer uy swt part I fael that the $7,000,400 will be taken up mich befor: the time specified, but I dislike te maka any suggestion amide frem that wa knew can be sbselutely oarried sut., I %rust in leeking at it Prem thiz reint of view as indicated abeve that yeu will be ails te forage the sxtreme measures, which yeu express the regret, yeu way be oc .mrelled te tske. Yours very truly, WHY /EF Peenlen Savings Bank eof Tresne, Trosne fSalifarnia, January 11,1915, Falter M, Willett, 828 Shelden Eldg., Jan Freneicco, Cal, Dear Siri= You are quits right in salling my attentien ts the interest or the three netes. It is true that intsrest enly sn the nete that was due in Sextenber is duej the balance net baing paysble until Marsh 26th, If yw are new prepared te ray $13,000.20 en the principal, K will oarry the intere ost en the $17,000.00 nete until March 26th, the date the halanos af the irtersat will bs due, and then if yeu want an mxtensien en thea time of the $84,000,030 yet remaining I will take that ur with yeu, net, hewever, sn the basis of the present rate of interest as I weuld net oare abeut extending the payments at 6% interest. Yours very truly:- (signed JA.V.Lisenby. MR. WILLETTS NOTATION. Jan,13,19018, In the letter wher- he states "If yeu ars new prepared te ray $10,000,00 en the principal I will carry the interest en the $1%,000.00 rete Jw until March 26th, [ think that Le means this: That if we ars prepared te ray $10,000 mew, he will lat the balance ef the prircipal en that nete, te vit: $7,000, ard the interest on the $17,000,3C te the time we pay and the $7,000.00 until March run until the 26th ef March, when he vill expsoct us ts ray the balance of the £17,000, tegether with the interest. I infer this from the faot that he says 2t that time "If we want an extension en the $34,000, vhioh weuld he after the $17,000 was paid, he weuld take it up but net en the basis of 8% IVu/EF 823 Shelden Blag. Garfield 569 Jan, 14, 1915. Mr. A.,V.Lisenby, ola Paeples Savings Tank, Frasno, Cals Near Yipri- In answer te yesur faver ef January iLlth, which was reosived yee- terday, will state that we have aslled « meeting of the steckhsldsrs of the Villa Lani Cempany te be hald tamerrew when the preresition contained in yeur irtter will be yressnted, As { underctand the prepesitien that ysu make is as follews:= You vish us ta pay $19,000,00 new en acosunt eof the $17,00¢,00 nate. The balance of tha* nete, tezethor with the interest en tae $17,000,00 an) the eather two nates t+ be rayable an Marah 20th, That veu will cen silar the prapesitiaz af an axtension en the $34,0:0,30 yet remaining te ha paid at said time, Wut, hewsver, it will nat ba an the baiis ef 6% interest. This is as [ unisrstani your ef{fer and it is what I will exrlain ts tan athers ot temerrew's meeting, Yeu will undarstani that we are practically called upen by tis rroTenitien ta pay you ever $20,030.09 sn wnich $10,000,00 will be payable new ard $10,000 en arrrevimately the first day ef April. I de net krow the present fineraial ability ef the ether nemb-rs oi’ he Czupany, but vill state that at the present writing 1 de nat knew vhars I zan get my prepartien ef this nw~unt ef meney by the reried named, If #r., Pierce of the Picroe Lumber Ce, 32n use a further oredit ver lumber and will poy the nash te yeu, say {er £3,000 er $4,000 it would waterially help aattars. Yours vary truly:i- WMW/ EF Peeples Savings Lunk «i Fresne, Freasne, Cal, Jan, 15, 1316. Valter NM, Tillett,Eeq., 323 Shelden Bldg. y San Francisoe, Calicernia, Dear 3Jir:- : Answaring yours of the lth inst., will simply say that yeur unierstanding of my letter of »anant date is cerreoct, I de net think Ur. Pi roe ef the Pierce Lumber Cempuny would aoe cert the prepesitiem ef a lumber oredit and psy me the ossh. Yeu oan toke this watter ur with hia if ym like, Yours truly ( signed), V. Lisenby, is January 19th, 1915. ¥alter M, Willett, ; 828 Shelden Bldg. S.F.Cz1. Dear Sir: : Answering yeurs ef the 18th inst, I shall expect a remittance ef $10,000,00 net later than }ebruary lst, Ne further extensien of time vill be granted ; Lui omsa JA. V.Lisenby, The Vios President submitted the fellewing memeranda as shewing the amounts ef meney which weuld have te be vrevided in the very near future, on the basis of paying Er. Lisenby the nev overdue nete ant having him defer the payment of the ether twe netes ie September, 1918, Taxes (first installmeut)) A “areaman a4 Liela J GL ih Pierce Lumber Ce 2,100.00 Fresno Tracti.n Co. (releases) 1,500,920 Lisenby nete 17,000.60 21,150,00 Esfore Avril 1%, thars weuld ba required in addities:- 3 Taxes 280,990 Intarest te Lisanby 3,980, 00 LCireoter illall prepesed that the Villa Land Cempany steskheldsrs uzke as after te settle with the Tractien Cempany en the basis ef agreeing to pay the ameunt in fetal vhich might, pre rata, fall en the present stuckhislders as a rorsenal lishility, under the benus oentract, which aueunt weull be abeut $15,600.00 He exrlained that this would, rractically be asking tae Traotisn Company te 302le dewsn its slaim by abeut one third, or tus ameunt due frem Mr. Coflso and th» Regsrs steck, Ths rreresal weuld évidenos geed 1nith ea the part of the present steckheldsrs. They weuld be offering te pay the full smeunt fer which they were persenally liable, and shéuld amch give his persenal nete for this prerertien, er enderse the Cexpany nete te such pre ertienate ameunt, The Traotien Cempany, in accepting sioh settlement we uld simply be alleving the Land Campany abeut $7,300.00 en acosunt of the Tractiem Ceupany 's failure te carry sul its cantraot, Directer's Burr and iiilett theught the idea an 2x:ellent ene, and that if the Tractien Company weuld mocept settlement en such lines, it osuld be carried eut en eur part. Direscter Willett peinted eut that the Tractisn Company might still preceed against Kessrs Coffee ani Regars for their shares eof the bermuei andi Direoter Willett underteek te write immediate~ ly te Tirecter Christensen at Pekersii=ld, asking tim te cermuninate his vievs 2s $9 the pravesad settlement vith yr, Lisenby and the preresedeffey ta the Tractien Cemcery, st ance, Then en Metisn the Keating Adjavrned, If Mall Certified es Cerrect - AA en rt pnt Seoretory Minutes of Meeting Beard of Directors - Villa Land Co. Maroh 3, 1915. Ey —— A meeting of the Board of Directors, Villa Land Company was held in the office of Vice President Willett on March 3 1085, at 2.39 o 'olook P.M, Present: Directors Hall, Burr and Christenson, The Seoretary reported the follewing resume of nagotint1ons with Mr, Lisenby during the month of February. « 3eoretary's Statement - Folloving the failure of Vice President's move to arrive at some adjustment with Mr, Lisenby on lines as told in his spatement of January 25th, I saw Mr, Lisenby in Fresno on February 4th and 6th and Personally firmly offered: To produce a party who would tuy a one-third undivided interest in his mortgage on our land, paying him $17,000 thereforfly the Company Paying him all the interest due to date of transaction, provided he would extend the payment on all of the notes 80 that they would become due on Sept, 1916, Sept.1917 and Sert.1918, respectively, each payment and the interest payments te be divided between himself and his co-owner of the mortgage, in the proportion of two thirds to him and one-third to the other party, Mr. Lisenby refused this orfer, but himeelf offered to ssll the one-third interest in the mortgage for $17,000 cash, with the understanding that he was to take all the first two payments thevesfter becoming due and his co«owner was to take the last payment, Returning to San Francisco I saw the party who { hed arvroached on the subjeot, but he refused Mr. Lisenby's offer, saying that under it he would, virtually, bs Luying a $17,000 mortgage second to Mr. Lisenby's $34,000 mortgage. I then saw Mr. Lisenby in San Franoisce, about the middle of the month and told him that the transaction could not be carried out with my party on the lines he proposed, and that I was authorized to say that my rarty demurred at virtually buying any one note, pespening its payment beyond that of the others due to Lisenby and at the same time leaving cone trol eof the mertgage with Mr. Lisenby, and that if Mr. Lisenby would oone sent that my party oontrol the mortgage, then he would take Mr. Lisenby's offer. This offer Mr. Lisenby rofused. The only concession D got from him was that, on our paying all due him up te and including the interest coming due on March 26th, he would release all the NV 1/4 ef our section from his mortgage. On consultation with Vice President Willett and other airecters of our Company, it was determined that I make a formal offer, writing, mere in acoerdance with our desires in the premises, and, so, got*kisrrenpangs in writing to vhatever he would oconosde. Aocordingly, under date of February 24th, I wrote as follows:e . February 24,1925. AV, Lisenby, Esq. $ Fresne, California, Dear Sir: : : Herewith I send you a Blue-Print of the plan ef "Riela Acres', ine cluding the town of Biola, all on Section 16 bought from you. All lots enclesed with a red line on the bluesprint are sold or under contract to be sold. The Distriot Sohuol lots have been sold,cleared of all lien and deeded. All lets enclosed by a yellow line have been specifioally released from your mortgage, according te tabulation herewith enclosed. Ths first 14 acres (arproximatelydshown in the tabulation were released for the railroad, etc., purpose, under the terms of the arrangement made with you at the time when you joined in the approval ef the maps eof Biola. and ef Biela Acres which vere filed in December, 1912, The other 37.24 aores were released in three groups at the dates shown, on payment ef $126.00 per more as Per your engagement to me under date of September 26th,1912, the date of your doed te me. By error, on August 5,1914, we paid for 2.07 acres release « the south half of block 54 « which had already been released for the railroad, eto., rurpese on Deo.6,1912, Please note that I have in the tabulation shewn in which of the four quarter-sectiems each let thus far released is lecated. Net counting that released fer the railroad purrese, these figures in totals stand as fellews:- Nerth Vest quarter - 22.17 soresw Nerth East © - 5.00 » South West - 7.08 » South East © - 3,04 *3u Ny present suggestion is that when we pay you the amount of rrineipal now due and the amount of interes? due on March 26th, yeu give us a blanket release of all the N¥ 1/4. And extend payment of the Saptember 1915, and September 1§16, notes as already proposed by me to you under fihée other arrangement which was along the lines of Nr, Willett 's ideas. : If you vill say that you will do this, then I will immediately take the matter up with Mr. Shoup of the Fresno Traotion Company, if I can make 8 asomevhat similar arrangement vith alm, I axpsot te shove the whole matter through with myidéeddtecteors and stookholders of the Ville Land Company, 1°, in"general you vill m-et me in the suggestion I now make, I suggest that you write me to that effeot, leaving details to ue arranged vhen I come to see you, which will be very soen. I earnestly ask that you de meet me on this, fer I believe that with your assistance aleng lines already adverted te the business oan be well straightened eut se that you will have no mere trouble with it, In conclusion I remind you that my present suggestion is the ssue, in gen-ral, as one made te you vhen you were in San Francisco several months age, and which you then theught seemed te afferd the best solution of the matter, Yours respestfully:~ (signed J) Wo, Ham, Hall The result of this offer was simply a cenfirmation of Mr. Lisenby's verbal concession to me ef two wesks before and a repbtition of his refusal of all else, as shown by the follewing reply new just at hand:- March 1, 1915, Tha Villa Land Company, Postal Telegraph Bldg., San Fransiseo, Cal, (attention ¥, Ham, Halll Dear Sir:e Replying to your letter of February 24,1915, I acknowledge receipt of the map eof section 16, ? 13 R 18, which includes the tewnsite of Biela, and Biola Acres. On payment of yeur nete that fell due last September and your interest that will become due this menth, I will release from the lien of my merigage the NV 1/4 of the sention as I agreed te de, but I will net - extend the time of payment on the notes falling due September, 1915 and 1916, Mr. Hall, ever the rhone today, intimated that he was under the impression that I had agreed to extend the time of payments of the last two netes ene year. I presume he arrived at this conclusion from a recent oonversatien between he and myself in Fresne, vhen I intimated that I might de this, nut I should make a new transaction out of this metter, I hed in mind when we had this cenversation that I would make the extension provided the notes were made to draw interest at 7% instead of 6% and that they would be secured by a Trust Deed instead ef a mortgage. Mr. Hall said, before I had mnantioned these terms, that the Railresd Company had some sert of a subsequent lien to nine, and that he 1id net think they weuld waive their olaim, Therefore, I aid net think it werth while te -liscuss that phase of the matter any further, I had ne idea when I mold this land that I would be expected te wait fer my rayments until the meney was realized from sales te be made by yeu: in faot, I knew nething about what you intended te de with thel:land. (Which ef oourse would have been ne business ef mine, J I have never had a psyment accerding to the terms of the contract, and from my observation ef the marnser in which you are trying te sell this land I have concluded that I will have to wait a long time for the meney due me if I depended en getting it through yeur sales. You are well aware of my lonienoy with yeu, and also ef some of the embarassments you have caused me; therefore, I vill new say that I shall net medify the terms ef the original nontraot. Yours truly: : ( signed JA.V.Lisenby. 4 Director Hall said that he thought Mr, Lisenby was in error in saying that he "Fnes nothing about what we intended doing with the land, ari that le had *never had a payment nade acsording to the’ terne of the ccntract® -« He thought Nr, Lisenby had forgotten or overlooked the fants Posts, Nevertheless, he (Hall Jwas compelled to say that there YR TOE io Nr Lisenby 's letter whioh truly shoved to our disorediit ae business men, and he begged the Directors to remedy our poliey and course from row on, In this connection he called attention to communications as to past rolioy which he had handed to director Tillett and director Christen- son under date of February 17th, 1915, and pointed out thet it seemed that ¥r. Lisenby thought of us stout ae he had indicated in those lettars, As Jir. Ville$t was not present at this meeting, he supposed it was because of hie (Hall's detrioturss contained in that letter to him. Nevertheless, he (Hall) maintained that he was right, and hoped the others would ses it ani aot accordingly. Director Burr said thas, ia his opinion, Mr. Lisenby's offer to re lease a marter-section on payment of the $17,000 and interest, opened a new prospect to our Company, 1: vhioh the other directors pgpesat agreed, and it vas determined that an effort be immediately made te get a like concession from the Traction Company, with » view ef finanoing for development work on the basis of the lien-free quarter-scotion, should we suoceed. The meeting rosolved itsolf nto a %alk about individual possibilities as to payment of more assessments, and a declaration on the part of Director Purr that he would raise his part of the $17,000 and interast now due and also of the Maroh interest bscoming due, on ths rrogram whioh Wr, Lisenby's offey opened up, Director Hall declarsd that he would pay his part. Director Christenson said that he hoped to get a friend to come in and oarry his ine terest, hut oould not say definitely. The meeting then adjourned. Certified to as correct: We Aan fat : Seoretary. These minutes stand approved: Mimites of Meeting Board of Directors « Villa Land Co. March 14,1918 The Directors of the Villa Land Company met at the office of Vice President Willett on March 14,1915 at 11 o'clock AM. Presents Directors Christenson, Burr and Hall, Absent: Director Tile This meeting was called at the instance 4f Direotors Christenson and Burr to consider the following communication from Wm. Ham, Hall, Manager: San Francisco, California, March 8, 1918. Messrs T.M. Willett, S. Christenson, and P.A. Burr, Directors Villa Land Company, San Francisoo, California:e Dear Sirs:e Herewith I am handing yoy a memorandum of a program which, in my opinion shboshduld, substantially, follow in arranging and managing the affairs of our Companys With oontimuation of such menagement as we have had by the Board of Directors of our Company, I firmly believe we would never get back our investment or anywhere near it. With oontimiation of such management I feel sure that neither Mr. Lisenby nor Mr. Shoup would grant us one atom of ewe favor or relief, You will have to excuse me from taking further responsibility, vhetever, so long as it is in the pover of our board of directors to oontime such a course, I am; hehos, subumitting the memorandum herewith for you to accept and aot upon or reject. The time for fruitless and delaying discussion has gone by with me. If you mcoept it and aot upon it and want me to continue as mansger of the company affe=irs, I vill de so when you have settled with me on some fair basis for my past services and have arranged, in a manner safe for me, for compensating me for such service in the future, The program I propose may be amended as to some detail, What I positively insist on is contained in division “I¥, pages 1 and 2, and in division ¥IV®, pages 4: In short, that we shall go forward with a definite prolioy, under a sustained business management, with a strength of purpose not to be pulled down nor departed from becamse of chimeriocal prospects that may happen to show above the horizon, Please let me have an answer to this in writing, You, of course, know that conditions are such 28 to admit of no delay. : Yours truly:e (signed ba Ham Hall, Mansger. « PROGRAM VILLA LAND COMPANY = ~=}oreh 1915-- Upon the assumption that we arrange with lr. Lisenby and the Traction Company, so as to bs free from their demands for the immediate future, and so as to have the N,V. quarter of the Biola Section sixteen free from encumbrance -- ole Place all our interests in the hands of a trustee, prantioally, ss Mr. Everts proposed, and with instruotions and pewer to oarry out a program, substantially as follows:= : (1)- Raise as large a. loan as oan be raised on the N.W. quarter, not to exosed $10,000,00,at not to exveed 3 per cent, immediately’ (29+ Use this money about thres fourths for tuildinga, and about one=fourth for street, sidewalk, park, water, work, all within the town, and on our freeelien preperty. (8J= Levy assessments, not to exoeed $2.50 par share per months for six months, and not to exceed $5.00 per shuts purrmefithrthersafter, and not to exceed $60,00 per share in any one year: wi : (4)e Use this consy ‘o meet interest oharges ( if necessary), te put some land in cultivation during the winter 1915-16, and sontimie such improvements within the town as commenced with the first $10,000 as above, and pay current expenses, : (5 2 All moneys received from sale of lands and lots, to ge inte fund for payment of indebtedness, until same is provided for, (8) Ggmmerve the north half of property fer sals in small paroek and lots af fadrsprofit, : 4 ‘C99 If necessary, sell south half of preperty as low as cost and interest,and in lots of 20 acres and upwards «- that is, if nhocessary in ordsr to maks sure of getting in money to meet our main indebtedness. (8)-Ef possible, reduce our main mertgage dedt to $30,000 and plase it for long terms =~ $10,000 on each of the three quarter ssotions other than the N¥ quarter and not to exceed 7 per cent. alle sy Under the foregoing program the trustee should immediately sot ebout selling, at earliest possivle oppertunity, as mich of the south half as would get in cash to mest the next pmnptailments of principal of first and second mortgage indebtedness. At $175.00 per acre, 160 acres would yield $28,000, If we could make such a sale and get oneshalf cash, ve probably could make the balance out of receipts from sales ef smaller pieces in the nerth half at a higher rate, $175.00 per aore would oover costs and interest, if ve made suoh a sale within six menths from new. We oculd probably make if, if we had a little town spparently in progress. We couli not do =o if the place locked dead as it does now, I hope we coild get as much as $200 per nore for 10 to 20-aore pisces in the south half, if we keep a little work going all the time in the town. I do not believe we could if the town looked dead as it does new, : «lll- As to selling polioy:« The day seems to be gone when ve can hope to sell fast en a boom campaign. Big disylay advertisements new sem to do no good == they scare the oonservative buyer and the wouldebe settler. Nodere ate, well worded ads, and sttraotive informing circulars are said to be the best form ef literature now. Much better advertise in many papers, a emall sd. in each and bring enquiries to which letter responses with goed circulars oan be sent in reply, than to try a whoopeup, on display adds, in any one looality or State, On the foregoing basis, the general sales-agent with a preminent office and a hest ef salesmen, locally would seem to have no advantage over the industrious quietevorking sales manager, and working through a sales manager will preve te bs more economical fer our company, ¥e probably could not get a general sales agent to take our agenoy in the immediate future on terms that would leave any profit fer us in the end. o3e It would seem that cur cofirse should be, net to tie up with any general sales agent for the imuediete future, to ¥gat out of the woods, as it were, by ourselves selling as much of the ssuth half at bed reck rrices and minimum commission, as necessary tovsave our baocon® on the nerth halfi end, in the mean time, conduct a moderate advertising and: eipsularising oemraign gursslves and sell with mederste conmissionc through such sales agents as we oan get te take hold at net to exosed 40% commission, Depending upen the results ve get fron this course ani upen the conditions of the market, ve can before the 1916 selling season comes en, better determine upen a permanent selling course. One thing we have to guard against is the heteair representations of those whe vill want to get the selling agency. Another nisiske o” the kind made with Mr. Welln woulda ruin us indeed, For the present, I would orvese envering into any selling ocontrasot or arrangement with anybedy whioh oould net be terminated by us without vrejudice or forfeit, at any time on thirty daye notice. : «IVa Our business should be in the nands of a paid manager, whether the same person as our trustee or some ene slse, JI possible, an arrange- meant should bs meade with him to take the uainsss for Peyment in money, monthly, of enough te ouver expenses, snd payment of balance of salary in lands, at cost and interest, As one of Mr, Lisenby's chief ressons for not extending our ‘time on the 1918 and 1917 netes is that our manegement has been, in his epinion, inhermenious, and in ths future may remain inefficient se as to endanger hia security end unduly rretrsct final payment te him, it is fair to suppese that if we shew him at once that we have rrefided fer the inflexible ocarrye ing out ef a good program, he %ill even yet acceed to our request and sxtend the twe notes ene year each. From eur experience with Nr, Everts we should knew thst ve will get nething through him fren the Traction Company without making some provision, such as was prorosed by him before, for management of the affairs of the Company, and the safe rlan for us, te avoid what might prove to be an unfriendly trusteeship through him, in to provide before geéng te him, for a friendly trusteeship vledged to a program with which he cannot find fault. ( signed )¥m, Ham, Hall, Manager, Narch 18,1915. Messrs S. Ch#istenson, ¥,M, Willett, and P,A.Burr, Directors Villa Land Company, San Franoisce, Califernis. Gentlenen:=- I have this day received a letter from Messrs, Everts and Ewing Attorneys for the Fresne Traction Company, and anether letter from Messrs, Harris and Harrie, Atternecys for Mr. Lisenby, as per ccpies transcribed. Please consider this nete as leaving the matter to you, te call a mesting of the direoteors er take such other steps as you sse fit, : Yours trulyie ( signed) ¥m. Hau. Hall, Manager. srs 2 Fresne, Nar. 11th,19018, This is to inform you that Mr, Lisenby has turned over his morte gage to us, with instructions to forenlese. ¥» write you this nete te give you an oppertunity to adjust the matter with him, Yours truly:- ( signed M.B. Harris- Copy of letter from Messrs. Everts & Ewing- My dear Mr, Hall: on Mr. Shoup has again written us to take this matter up with you, tat he Las received letters from you and Le has sent the letter that you seni him to ws, and I think that the orly way fer us to do is tc get to- gether on some proposition, and we cannet do so by correspondence. We wish to hear from you definitely upon this matter at a very early date, as cur instruotions are most imperative. Would suggest that you make arrangements to sce us at as early a date as practicable, Yours trulyse ( signed )Everts & Eving. The Directors present discussed the situation as brought out by the foregoing oemminications, and Direotors Burr and Christenson expressed themselves as ready to adopt the plan ef placing the affairs of the Company in the hands of a friendly trustee, if thereby, the requisite cash money could be calbed and if Mr. Lisenby and the Traction Company oould be dealt with to advantage as indicated by Manager Hall 's memorandum. At this point, direotor Willett entered the meeting, looked over the Manager's pregram, expressed himself as favorable to the general tinor and some of its yrincipal features, tut reserved his firm adherence to it or any part of it until he could study it and the company 's situation, Then on motion the meeting adjourned. Weblo Matt. Secretary. Attested as correct Director. Minutes of Meeting Beard of Directers = Villa Lan Co. March 3lst 1915, The Bpard ef Directors of the Villa Land Cempany met at the office of Vins President Willett Msrch 21st, 1915 at 2.15 PN. Present: Directers Willett, Burr, Christensen and Hall ARAN The useting vas andsretesd to be aslled te consider the situation pre= sented by the pregram laid befere Dirscters Willett, Purr and Christenson by Manager Ym. Hem. Hall, with a letter of March Bth,1918, as embedied in the ninmites ef the meeting of this Beard held en Maroh 14,1915. Directer Hall said that his prepesal of March 8th amounted te a fol- lowing of the main features of the pregram of Nr. Evarts, axnept that we ssleot a trustee whe would be in eur interest rather than that of any one or HOTre of eur crediters. He vas of the opinien that some such step was absolutely neosssary to says eur oompany fron complete disaster. Ye had lest the confidence of Mr. Lisenby and of ths Traction Company officials any further negotiations wedild look te them merely like "fencing fer time”and advantage® en our part, 1] Director Willett expressed himself as unalterably eppesed te twe veints of the pregram submitted: He would not put his stock inte any trustes's heandsé he thought we were asach napabls ef oenducting our own business witheut calling in a trustees and he would not agres te spending money for town buildings, especially net for a hotel. He favered putting nearly =ll the monsy raisad intghlfalfa oultivatien er something alse which would predune a revenue. Directer Hall said that he did net balisve that either the Traction Company er the mortgagee gould bs dealt with on the basis which Diractor Willett seemed te faver. After much disoussion -- Aivectors Burr and Christensen taking ne deniding stand -- no positive connlusion as 2a beard was arrived at, mt it peemed that Director Hall's proposal would net ba adopted.-- It being undere steed that Direotor Hall should make a proposition te Mr. Sheup for settlanen|™ oo Des of the Traction Company's claim, on the basis eof agrening te pay, in full satisfaction, an amount equal te the sum of the individual liabilities eof the present stockholders, as rrorosed by him at the meeting of this beard on Jamiary 26th —e The nesting tnen adjeurned, Certifisd as @Gerreot. Jr. fall: Ssoretary, Minutes of Meeting of the Board of Directors -- Villa Land Co. April 2nd, 1915 A meeting of the Board of Directors of the Villa Land Company was held at the office of Vice-President Willett, on April 2nd,1916 at 2 oolook P.M. Present: Directors Villett, Burr, Christenson, and Hall. The Seoretary, Wm. Ham. Hall, submitted to the meeting a statement of the progress and conditions of recent negotiations with the Fresno of otloh Company, through Mr. Shoup, President, and Mr. Everts, Attorney, re of that Company, during the past: month, as follows:- pet - The Secretary's Statement On the forenoon of the lst Mjelp, pursuant to an understanding between Vice Pres. Willett and myself, I had a conference with Mr. Paul Shoup at his office in this city, and verbally made to him a proposition for the settlement of the business between our Villa Land Company and his Fresno Traction Company, substantially the same as, and very nearly in the words contained in a letter under date of the 3rd met, which I afiarwanie deliver ed to him on that day, and oopy of which letter is hereto subjoined. Meanwhile, on the afternoon of the lst, I had a conference meetin with Vice President Willett, at whioh he undertook to draw up a letter to me to be signed by himself, and the other direotors, endorsing my above action and authorizing me to proceed along the same lines and rut the compromise offer to Mr. Shoup in writing. That letter, dated March lst, I received, signed by Messrs Willett, Burr and Christenson, on the 2d. Notioing that it did not authorize me to say that the Villa Land Co, would undertake to spend any money in improve~ ments at Biola, I saw and called Vice President Willett's and Mr. Burr's attention to the point, that the reason I had given to Mr. Shoup for desiring to free the N.W. quarter of the Seotion from the Traction Cos claim, was we in order thet it might be used es a basis of oredit on which to raise $10,00C.5C to be expended in development work. I could not £0 back to Mr. Shoup or write him on any other line now. Vith the understanding that this point would be made plain to Kr. Shoup, that the money to be expended by the Compsny was to be raised on the released land, and that the stookholders were not to be nallad upon nor expected to assess themselves for any such purpose, (¥o which understanding I secured the verbal assent of all my cowdirectors), I wrote my letter to Mr. Shoup on the 343, inst, I delivered it, personally, to Mr. Shoup on that dey, and tried in words to make the foregoing point plain to him, and believe I succeeded in so doing, The following is a copy of thie letter to him:e San Francisco, Vsrch 3rd.,1915, Mr, Paul Shoup, Esq. , San Francisco, Cal. Dear Sir:- : Referring to our talk of a few days ago, I, personally, am en deavoring to bring about an adjustment of $herolatnmrof your Fresno Traction Compeny against the Villa Land Company, and to arrange the mattar so that the uncertainties of the case will be done away with, and the Land Company vill be enabled to go ahead with its enterprise in what its directors cone sider safety. My suggestion to you was: (1 4 The Traction Company, for reasons given, to scale down its claim to amount equal to the aggregate of what it would joubtless olaim to be the personal liability of the present stock nolders of the Land Company, (2 J The Land Company end he present stockholders, to accept this amount as its and their indebtedness, to pay one=quarfer of such amount in cash, and to give three notes for each of the other threes quarters, payable with 6% interest in one, two, and three years. The Traction Company, on payment of one-quarter cash, to release tae NW 1/4 of the Section; oncpayment of the oneequarter in 1918, to release the N.E, 1/45 and, in general, to release on request of the Lani Company and payment of the rate per asre of the claim adjusted as above. (4 4 The Traction Company, to furnish a rail service between Eiola and Fresno, sush ss will enable the Lxnd Company to sell its Biola Propertywe such that people can get to Fresno ~nd back from Biols early in the forenoon and also late in the afternoon, (6) The Traction Compeny, to establish Biola freight rates such that it will be possible to build up business there, say, to sdvantage with Kerman, : (6) The Lend Company, to mare, immediately, oertain improvements at Biola to the value of at least $10,000 and to keep up a moderate prow grese in improvement work, all to be arranged for in advance. I do not herein recount the very strong ressons which I think should move your Traction Company to accept this proposal. I have brought some of them to your notice, verbally, and othars will doubtless o-cur to you. Sinss submitting these foregoing points to vou I have consulted all of wy oowdirectors and stockholders of the Land Company, and am in position to say,positively, to you, that they will all join me in this adjustment if your Traction Cempany will slso scocept it. I earnestly request that you will give this matter your very early attention, so that I may follow the matter up without delay. Should you refer this to your Fresno manager and attorneys, kindly let me Lave a note from you telling of such reference so that I may oall upon them at once. Reapeztfully yours:- ( signed Wm. Ham. Hall The following is a copy of the letter received by me from directors Yillett, Burr and Christenson: San Francisco, March 1, 1918, Col, Ym. Ham, Hall, Postal Telegraph Building, San Franoisce, Cal, Dear Siri= ; In reference to the proposal of compromise and satisfaction suge gested by you to Mr. Paul Shoup, as the reprasentative of the Fresno Traoul, Company, for the purpose of discherging all obligations existing, or wnich n may exist, between the Fresno Traction Company and the Villa Land Company and its stookholders and officers, we will agree to the following proposition and will undertake to put it into execution, provided you are able to carry out and have put in force said agreement with the Fresne Traction Company. It being understood thet this proposal is made mersly as a matter of comproe mise oa behalf of the Villa Lend Cocmpeny and all of its present officers and stocknolders with the idea of clearing up all ma‘ters connected with said oontract between the Ville Lund Company and the Fresno Traction Company dated the 28th day of May,1918. 8aid compromise tc be based on the payment of approximately $185,500.00, one fourth of which will be paid down, the balance in one, two and three years thereafter, each note being secured by mortgage on a respective quarter of said section, it being understood that on the execution eof this agreement the northwest quarter of said section is to be relsased trom ell claim ari sacl quartar is +o Ya covered by a ssrarate mort- gage for each ona ef the notes. In other words, the northesst mmarter will be coverol by a mortgage, which will be releassd Ly said Fresno Traction Company upon the payment, to-wit, of said sum of Four Thousand ($4,000.00 ) Dollars. The southwest quarter to be covered by a mortgage for $4,000,00 to be released upon the payment of the second installment snd the southeast quarter to be covered by a mortgage of $4,000,00 and to be released on the payment of the third deferred payment. It being further understood that on the execution of these taree mortgzges covering the said three-quarter sections and the payment of arrroximately Four Thousand Dollars, the Villa Land Company, all of the present owners and present stoskholdars are to be released from any further obligations under said contract betweon said Villa Land Company and said Fresno Traction Company, It being uhderstood, of course, that this is all subject to the Lisenby nortgage. Yours truly: {signed ) Walter M. Willett, . 8S. Christenson, " P,L. Burr On March 10th I received from Mr. Shoup ddtsdsfrom his Los Angeles office the follewing:~ Los Angeles, Cal., March 8th, 19185, ¥r., Wa. Ham, Hall, Manager Villa Land Company, 804 Postal Telegraph Building, San Francisco. Cal, Dear Mr, Hall: ] This will acknowledge rezeipt of your letter of March 8rd, which I am %oday sending to Everts and Ewing, As I advised you at 3an Prancisco, all matters rslating to the Piola Extension have beer rlacedi in the hands of Tverts snd Ewing and they vill sommunicate with you direct. Yours very truly:- ( signed JPaul Shoup. Meanwhile, on the 4th of liarch, I had received the following somminiostion from Mr. Everts. from his office in Freane, i'resno, Cal., March 3, 1916. Villa Land fompany, Pogtal Telegraph Building., San Francisco, Cal. Gentlemen: ¥e have been requested on behalf of the Fresno Traction Company to take up the matter of adjustment of the claim of this Company, Ve shall be obliged to heve something done upon this matter at once. Vill you kindly sonfer with us either personally or by letter at your earliest pousiblercen- venience. Yours truly ( signed JEverte and Ewing, Receip’ of this was acknowledged on the same day, as follows:- San Francisco, Cal,, March 4th,191b. Messrs. Everts and Ewing, Attorneys at Law, Fresno, California. Gentlemen:= Acknovledging receirt of your note of yesterday, addressed to the Villa Land Companys I had a confarence with Mr, Pesul Shoup on the subject of which you write, several days ago, and have since submitted to him 2 written suggestion for a plan of settlement between the Fresno Traction Come pany and the Villa Land Compeny. Mr. Shoup undertook to consider the same and send it to you with his recommendation, and I think you will rezeive it tomorrow at the latest. Mr. Shoup promised to expedite a final consideration of the matter and I hope he will write you to the same effect. Personally I earnestly request that you will take the matter up without delay, and wire re of the earliest time you oan be ready to consider it with me. Yours truly, ( signed J¥m, Ham, Hall, oy - On the 13th, received the foliowing letter from Mr. Everts:- Fresno, Mar.llth.,1916, Vm. Hem, Hell, s/o Villa Land Co., Postal Telegraph Bldg., San Francisca. Dear Mw». Hall: Wr, Shoup has again written us to take this matter up with you, that he has received letters from you, and he has sent the letter that you sent to him to ue, and I think that the only way for us to do is to get together on some proposit bon, and we cannot do so by correspondernce. Ve wish to hear from you definitely upon this matter at s very oaly date, as our instructions are most imperative. Would suggest that you make srrangemerts to see us at as early a date as practicable. Yours truly:- (signed ) Everts ani Fwing. And after several conferences with Vice President Willett and other membera ef our Board of Directors, at which I strongly urged them, but without success, to go with ae to Fresno to hold a conference with Mr. Everts, 1 sent hin, on the 18th, the following, Day Letter telegram: Day Letter Yestern Union Telegraph San Francisco, Cal, March 16th, 1916~ Everts and Ewing, Attorneys, Trasne, California- Acknowleiging yours of eleventh, regret to say that do not find myself able represent my associates in negotiating settlement Villa Land Company business with Fresno Traction Company. Can only suggest that you meet all directors Land Company, For one, I will go to Fresno see you any time you desire, er will attend here any appointed oonferehce. Immediate prefersble. Think would be well you come here interest your client, but am not suthorized to say that either expenses or per diam will be paid by parties here. Regret cennot be more definite in response your courteous rots. ( sighed Jim, Ham. Hall, The reason 1 had found myself unable along to carry the negotiat ions forward with Mr. Everts, was that it had davaeloved in our direstors cone ferences tnat Mr. Willett did not consider himself bound to any proposal to Mr. Shoup to spend the money raised on the security ef released lands in development works and improvements. He had begun tc talk of using that money to pey back the stockholders money which they had advanced to the company, As it sesmed thet I had for the time exhausted myself with Mr. Bverts aid as I was in favor of, aither, ourselved all going to Fresno to see him, or, ourselves all joining in to pay his expenses here, and as I was not supported in either of these Proposals, I turned the matter over to Mr. Willett %o0 go on with; And, accordingly, he wrote as follows: 825 Sheldon Bldg., San Francisco, March 19,1918, Mr. 0.L.Everts, ofo Everts & Ewing, Fresno, California, My dear Sir:e Mr, Hell has shown me copies of the norrespondence thet hss passed between you gentlemen in reference to the matter of the Fresno Traction Company and has also related the subject of your telegraphic communication. I wish to ask you es 2 matter of accomodation, not only to myself but to my associates, that you reconsider your determination not to discuss this matter in San Francisco and that you neme a day at your earliest op- portunity when you can take it up with us peretmailyy here. Ve understand from your assooiate, Mr. Ewing, that he expects to be in Fresno the last part of this week or the first of next week and that it will be possible, : and in faot we understood from him that you expected to De here in San Fran cisco some time during next week. The oontimiation or abandonment of the Villa Land Company has now reached a stage that is entirely dependent on yhat action or arrangement oan be made between our Company and yours. If we oan oarry out an arrangement somevhat as suggested by Co\,Hall to Mr. Shoup, we feel that we oan take oare of the Lisenby mortgage, and ve plan, provided we make an arrangement with you, to pay $17,000.00 on account of principal and $3400.00 on mcoount of interest on the present Lisenby mortgage, thus putting the rest of the ray- ments in such a position that they can readily be met and the future of the undertaking assured. I know that you are interested, aside from this partioculer transacte ion, in the development of Fresno and the surrounding country and feel thet in view of the fact that you are representing the Railroad Conpany in this case, and, therefore, transrortetion, etc., it is of mo large matter to you, that we are not imposing on your good nature by asking peut to meet us here in 3an Francisco for the rurpose of defiritely closing up this natter. Meanwhile, if youuoan see your way clear to accede to ry request, so as littie time as possible will be wasted in our disoussidn, wish you will kindly outline what objections, if any, you have to the suggestion made by Col, Hell, and I shell be extremely obliged. Therking you in alvamoee for your kindness, I am, Yours very truly: ( signed MNalter M, Willatt, -B ahd, 80, I could not trke the responsibility for any further verbal negotiat- ions, Several days later came a response from Mr, Everts, as follows: San Francisco, March 18th,191S5, Mr, William Ham, Hall, sfo Villa Land Company, Postal Telegraph Building, San Francisco, California. Near Sir:- In reference to the Fresno Traction Company matter I acknovrledge receipt of your telegram. I note that you think it would do no good for you to come and see ue here. I certainly io not think it would do any good for we to go down there, rerticularly at my own expense. I have had some ex verience in that matter and it did not sesm to accomplish any good. I can only say that my instructions to wind up this natter are definite and I think we have called the matter to your attention sufficiently strong. I do not want to hzve to file any proceedings or take any course of astion in the matter. I will be glad to t=1k to you here in Fresro or to any of your Company prior to doing anything tmt shall expect sometHikfigrdéfinite from you one way or the other at once. Yours truly:- : ( signed JEverts and Ewing. rer 0,L.%, wr Be Mr. Everis resronse cere in due time as followg:= Everts & Ewing Fresno, Cal,, Marsh 20,1915. Yr, Yalter M. Yillett, 823 Sheldon Bldg., San Francisco, Cel. Lesr Sir:e Replying to your leiter of rfecent date in reference to the Villa Lend Co. matter. The Fresno Trsction Company, as you know, has placed these matters into our hands to adjust, I have written to the company several istters. I suggested in one of these latters th at we could 10 well to get together and pessibly could moime to. some: ocdneiuuion, at least, know what ve could. Mr, Hall coues Lack with the rrorosition that as far as he is zon- corned he does not think thet it would do him any good to come and see me as he =»ould net Hind the Company and makes the suggestion that I come to fan Francisco et the expense of the Traction Compeny. I hardly thought that this last suggestion was consistent with my former one. I had made no suge seations with refsrence to thse arpense of the matter but I think that if we do not come to a settlement in the matter your company should pay the expense, It simply looked to me as though you reorle iid net believe that any settie- zent could be arrived at. I think under the circumstances thet if I go to the exrense and teke the time of cominz to ths oity to try and adjust the matter that the expenses and uy rer diem should be paid by the Villa Land Company in the event we do not come tu aisettleméent. I do not want £o be over rarticuler, but I did not exactly understsnd, ie rrobably the best way of putting it, ¥». Mall's telegram to that effart, If jou really believe thet a settloment of some kind can be arrived at in some shape or form and are willing to t=ke this much risk in the matter, why I will try to make some arrsrgenents to at an early date be with you. Very truly yours, (signed ) 0,L,Everts. Mr. Willett sent us all zopies oi’ the two last letters snd wrote to us 28 follows:= 828 Sheldon Building, San TFrancisco,March 23,1915. Mr. 8. Christenson, Col. Wm, Ham, Hall, P.L. Burr, : San Francisco, Cal, Gentlemen: In connection with my letter, copy of which was sent you the other day, I »m enclosing copy of letter from lir. Evarte. Apparently he did not expect to pay his expenses until same wes suggested by telegram. Secondly, he now makes the propesition that if we will guarantee in case of any suc sess in the negotiations to pey his expenses, he will cone. You will further notice, however, that he does not make any critié cism in regard to Mr, Hall's offer to Lr. 3hoy, . If you gentlement will kindly give me your ideas in a letter, I will at once answer Mr, Everts and at the same time it will avoid the necess~ 9 ity of a protracted meeting, as we usually have, Meanvhile, I am aweiting your rlessure . Yours very truly:- (signed Jualter M, Willett As nothing came of this move, or seemed likely to come of it, and as rone of my associates would either join me in goimgite Fresno to see Mr. Everts, or in offering tc yey his expenses, snd seeing that it was suggested vo keep watoh for hin here snd secure an interview in that vay, and seeing thet we were losing time, I wrote Mr. Everts the following letter of exe rlanation, and with the view of irying to get a written answsr to my offer to Mr. Shoup of the 3rd inst, San Francisco, Cal,- Y¥arch 24th,1915« Messrs Fverts & Ewing, Attorneys at Law, Fresno, Cal. ~- Attention of Mr. Everts. - Dear Sirs:- : Nr. Willett has handed me copies of his recent letters to and from Mr. Everts, relative to Ville Land Company ~ Fresno Traction Compsny matters, and I sm in consequence somewhat st sea ns to what you expect to do in the uatter of a conference with us, In a recent vhone +elk, I understood you to say to me that you did net think thet anything could be done towards a settlement betwee: the Fresno T.Ce. and the Villa Land Co., along the lines of my letter of Nch.3, to lr, Shoup. I then asked you tc write me fully and to the effect of your talk, Neither your letter to mys:lf ror those to Mr, Willett, since r8ceiv- ed, edvert to this point, and, so, I au writing this letter %o =sk you again please to put into writing your views on this subject. If nothing cer be done towards settlement along the lines suggest- od by me, it must be becmuse the Traction Tompsny will not meet us sub atantially on one or more of the following propositions which I transcribe from my letter to Mr. Shoup and which constitute "the lines" referred to:- (1)s The Traction Company, for reesons given, to scale down its claim to amount equal to the agsregste of vhat it would doubtless claim to be the rersonal liability of the rresent stookholders of the Lani Comreny, (2J)e The Land Company and the vresent stockholders, to sccert this amount =s its and their indebtedness, to pay one-quarter of such smount in cash, and to give three notes (one Jfor each of the other three quarters, peyable with 8% interest in one, two and three years. (8J)= The Traction Compeny, on payment of the one-quarter cash, to rele=zss the NW. 1/4 of the 3mction; on payment of the one-marter in 1918, to release the N.E, 1/4; aud, in general, ‘0 rslease en request of “he Land Sompeny and payment of the rate per acre of the claim aijusted zs above. ~]l0 (4)- The Traction Company, to furnish a rail service betwsen Riola and Frasno such eas will enable the Land Company to sell its Biola rrorerty we mich that people oan get to Fresno and back from Biola, early in the forenoon and leste in the afternoon, (5 )~ The Traction Company to establish Biola freight rates suck that it will be possible to tuild up business there, say, to advantzge with Kerman, Judging from your letter to Mr, Willett of the 20th inst, you snem to have received a wrong impression from ny day letter ¢elegram of the 16th. My intention was 8iLply to convey to you the idea that furthar cone ference with my associates had shown me the impoce ibility of my being able to make a final settlement for them with you, and, %‘o save tine, I made sug- gestion that we all get together in the menrer wired. I did not intend ¢o inply that I thought there was no Probebility of our ooming to an adjustment but only that an attewpt on my part to desl finally:in the metter without their presence was likely to be interminable, As for the expense rart ratter, I put in also what I did in order to save time. I simply stated the fact that I had no euthprity to ask you to come st the exrense of be Company, and I asked as a favor thet you come anyhow, Now, to prevent further nisunderstending, I think a settlement cum be made, if you are so disposed, along the lines ef my suggestions. In any evert I request that you answer this letter promptly. Our closure vith Mr, Lisenby seems to hinge on our being able to arrive at a fair adjustment with your Company, We can not, 2nd we have no disposition, to keep him vaiting longer, Respectfully yours: (migned Wm. Ham, Hall The last above lettor (Hall to Everts, March 24,191F )was shpwn to Vice President Villettlh, together with 2 draft of that which herein follows (Hall to Shoup, Mch.24,1915 ) end, he agreeing with me in thinking that this latter should be written and sent, this was dohe —- Lirectors Willett, Burr and Christenson signing ns approved the office ccpy «- This letter was mailed in durlicetm, one to Messrs Yverts snd Ewing, attorneys and one to kr, Shoup himself, as per the losing raragraph. < A : 3 \ CoN ny ; WB C 0PY San Francisco, Calif., March 24,1915, Mr. Paul Shoup, Fresno Traction Company, Los Angeles, Cal. ® Dear Sir:— ; As mentioned to you when I saw you last, about the th inst., in this city, I have received a copy of a petition originally addressed to the Fresno Traction Company, signed by Tirfty-three residents in the near vicinity of Biola, Fresno Com County, whose land ownership there aggregates about 2250 acres in area. These petitioners complain of the inadequacy of the train service to Biola and pray for better accomodation in this regard. I have understood that the original of this petition was delivered some time ago to your Fresno representatives. The Villa Land Company was not one of the signers, it being the intentlon of the Company directors to take the matter up with you on their own initiative, : In numbered paragraphs 4 and 5 of my note of the 3rd inst. I have, practically, done this, The Villa Land Company has had many notifications, written as well as oral, from its sales agent, the Wells Realty Company, to the general affect that the inadequate train ser- vice to and from Blola and the high freight rates charged rendered 1t difficult, not to say impossible, for him to sell our Blola town and acre lots. The following are extracts from the agent's last com- munication on this subject, dated February 9, 1915. “We sold as you know, a number of store sites to peo- ‘ple who intended building and everyone had faitn in the future "of the place up to the time the railroad people commenced ser- "vice, It soon became apparent that the train schedule offered "the: residents of Biola was of little or no use to them and "they continued to go back and forth in their wagons just as they did before the railroad was: built! x Xx Xx "We are satisfied that with decent train schedule “and proper freight rates that the business of the place would "increase at once and we would soon have a collection of in- "dustries at Blola which would mean a fair-sized town in a “snort time. We do not understand the policy of tie railroad company in witholding this service, since no one uses tne : train as now operated.” x x Xx : "This seems to be the chief reason for the slow growt "of the Townsite, as well as the large number of delinquents "#ho refuse to make their payments on lots already purcnaseq.," lu It 1s a fact that a greater number of our sales con— tracts were signed up dquring a period when the railroad con- struction was in anticipation and was first in progress, that they diminished when the construction work was first held up, and that they almost ceased when the character of the train service later developed, that about one-third of our lot pur- chasers stopped their payments and claimed their money back, or forfeited their claims, that of these we had to return thelr money to quite a few, and that tne principal reason, and with some the only cause of complaint, was the long delay of the railroad construction, and the alleged useless service afte its completion. Our sales agent has, time and time again, reported that ne tried to use the car service by which to take intending buyers out to see the Blola lots and acres, but that he found it a handicap to his selling, rather than a help, and so he continued to use an autcmobile for the purpose, at much ex— pense to hinm.. Except to get a small amount of freight delivered, the Villa Land Company has never been able to use the railroad with any advantage or to any good purpose, and in consequence has used it little or not at all. Personally, I who have been manager of the Company af- falrs, and have gone back and forth between Fresno and Biola many times since your road has been in operation, have never ridden upon it, for the simple reason that I could not spare the tine necessary to make the trip by rail, considering the uncertainties of making connections and the unfavorable times of train departure and arrivals. I have thought to use it in showing the properties to persons whom I have sought to get interested in our Company as investors, but have, on study of the service, not done so, because I saw that it would seem an element of weakness in the outlook of the company, rather than of strength. As a stockholder in our Company, I hesitate very much to increase my:rinvestment in it, because with such inadequate train service and such prohibitive freignt rates, I can see but little hope for the marketing of the property in early years to come. Speaking as a stockholder, it 1s a serious question with me whether I had better not forfeit what I have personally put into the amventure (over $16,000 in money and some thousands of dollars in value of my time) rather than go forward under present railway service conditions, I am well aware that there have been also other and col-— lateral reasons for the small measure of success of the Villa Land Company enterprise to this time; but they are not all, nor in greater part even, due to shortcomings of its own or of its stockholders.. Amongst those things which, to my mind are certain in this connection 1s this fact: That, even had there been good land market conditions, we could not to this time, without much better rail service and more favorable freignt rates, have mage such a success in our town development as would have saved the Villa Land Company from the financial embarassment which has overtaken tt. An this connection, I call your attention to the clauses in tne agreement between our Land Company and your Traction Company, relative to the train service which you engaged to render, and to the co-operation winich the Land Company was to recelve from you. These are to be found in the fourth and elghth paragraphs, and I respectfully state that, to my ming, we have not had the stipulated train service, much less the co-operation "in encouraging the aevelopment of traffic for sald town% It 1s the purpose of this letter merely to present the case to your mind as it is ever present before my own: Your rallroad has done us no good; its mere presence qoes not help us materially; its prospective value to Biola aepends upon the manner of 1ts operation, the rates charged, and. upon kh& your co—-operatlon in encouraging the development of "traffic® for I present these thoughts for your earnest consideration in connection with tne adjustment between our Land Company and your Traction Company, and am sending the original of this letter to Messrs. Everts and Ewing, to whom you have re-— ferred the matter, wi:lle, at the same time and to save time, I am sending a duplicate to you that you may comment upon it to Messrs. Everts and Ewing, without delay, if you see fit. Very truly, (signeq) ¥m, Ham. Hall. I have read the above and agree with views expressed therein, (signeq) Valter M. Willett. P+. 8S. Burr. S. Christenson. -11- Meanwhile, Mr. Christenson found Mr, Everts at the Palace Hotel and made arrangements for e sonference oi our board with him on the alters reon of Merch 830th. We all agreed to attend this conference. Messrs Furr, Hall and Christenson were rresent. Nr. ¥illett was absent, As the outcome of thés conference of the 30th with Mr, Everts, ami to make a record of the talk had at ity the subjoined letter was writter to lr. Everts on the following lay, and hes now bean signed by all of our directors and mailed to him. San Francisco, Csl., Marsh 31,1915, The Fresno Traotion Comyary, O.L. Everts,Eaq.,At%torney, Fresno, Cslifornia, Teer Sir:- Referring to our sonfersrcs or yesterday at the Palace Hotel, tlis city, we respectfully call your attention to Mr. Hall's letter to Mr, Shoup, of the 34th inst.,, and his letter “0 Mr, Everts, under the same date. Te each and all agrees with Nr, Hall's statement of the case as con tained in these letters; we endorse the views expresssd therein, end join in the offer of comiromise as between the Villa Land Company and its s‘ock- holders and the Fresno Traction Company, which they embody. In the oonfererne of vesterday you intimated that sn adjustment night be made on lines szbout as follows: 1. The Villa Land Company, to pay the Traction Company in full the balance ($28,800 Jof the original borus claimed: by the Traction Company « without soaling down the amount as prorosed by Mr. Hell, 2. No oash to be peid at the present time, but all vayments to bs deferred to set times, one two or three, or more years « the deferring of payments to be made more liberal in proportion, as it were, to the amounts of money to be spent by the Land Company each year in developing ths town of Biola, 8. Portions of the section,to be released from the lien of the Traction Company in corsideraticn of rayments made on account of indebtedness. 4, The Traction Company ,to furnish "a better rail service" 5. The Traction Company, to accord "better freight rates". €. The Land Company, to expend some sgreed amounts of money each year in the erection of buildings and in town improvements at Riola. ( eix thousand dollars the first year, and $4000 per year thereafter, was svoken of and to these amounts you seemed to assent, or, at least, did not demur. ) Your attention was oslled to the fact that in the bomus contract xxxk the Traction Compeny had agreed "to co=operate with the L:=nd Company in encouraging the development of traffia for said town" (Biola J) but we did not gather from your resronse that the Praction Company would, under any adjustment with the Land Conpsny, =t the rresent time, firaly asres to any performance in this regard bey:ni asoording a "betterttrain service snd "hettertfheiihirates. Ir the matter of releasing lands from your lien, you exrrasacd the opinion that payments for releases should be made in proportion to the value of lands released ani not in projortion to acresge., In this sonnesction, your attention was called to the wording of the agreement between the Land Company and the Tractior Company, wherein the Traction Company yleiged itself to "join with the Land Comreny in the execution of any oomveyances necessary to give purchasers from said Lend Company who have paid the full purchase price tor any pertions of said land, a title free from the lien hereby created, or will execute such release or other instrument as may be necess=ry for that purpose®; and we submitted to you cur idea that under that clause, we might, at least, expect to have lands released as sold sm payment tu the Tr-ction Compsny ef the rate per acre of the accepted indebtedness. To this we did not understand you as finally either dissemtimg or according. To our expressed desire %o reduce the first mortgage and refund it fer a term of years, you seid thet your company would agree to resdjust its cleim, subject to the refunded mortgage. We trust that the above represents very nearly and substentially the outcome of our conference, except that you requested us to make a definite proposal ef what we would do. Complying with thie suggestion we hereby offer; ls 70 accert the cleim of the Traction Company against the Viila Land Company to an amount equsl to the azsregete of what the Traction Compeny would claim to be the personal liabilities of the present siockhclders of the Lani Company, 2. To pay this amount in four equal parts, anmuelly, commencing in one year from date of revised agreement, 8. To expemd or csuse to be expended or improvements in Biola six thousand dollars the first year and four thousand dollers each year fhereafter for three years, pani that the Traction Comprny will (a/ Release from is lien such parts of the Land Comgany's section, not less than a quarter-section at a time, as the Land Company rays for at the rate per acre df the adjusted indebtedness upon the entire section; ard such rayments, to apply on the nest succeeding installments coming due. (b J) Consent to and mccept a readjustment of its lier so as to constitute it a second mortgage to a refunied and extended first mortgege. (o ) Establish without delay, a freight rate schedules to snd from Riols which will put it on an equal footing im this respect with Kerman, (a J Esteblish, operate and contime to operate two passenger trains or motor oars daily between Riola =nd Fresno, oR a schedule, about an follows: Inbound Outbound Riola (1v,) Fresno (ar) Fresno (lv Biola ( ar.) 6 AM. 7 AN, 9 AN, 10 A.M. 2 P.M, 8 PNK, 4 P.M. 5 P.M, end also a freight train such thst a freight loaded in Riola in the late afternoon of any day will be in Fresno before seven o ‘clock the following mornimg. (the time for the return freight service does not matter so much nels a traffic is built up which will cell for attention to this detail, : (e J ®Provide adequate shipping facilities and co-overate with the Land Company in encouraging the development of traffio for Biola ( the specifications of this would have to be adjusted in conference, The ressoms in detail why we do not more nearly adopt your sugges ions made at our conference yesterday, are, briefly, as follows: In all exodpt the payment of a bomyp, the Land Compeny has done vhat it undertook to do in the agreement vith the Traction Company, The Traction Company has, withy the exception of building a rail road to Biola, done nothing it undertook to do im that agreemert. The Land Company did not agree to pay a bomus for the mere build- ing ol a railroad to its lands; (the spirit and intent of the agreement was that as part of the consideration for the borus, Biola was to get a pase senger and freight service ard » co-operation on the pars of the Traction Comrany such as would ensble the Land Comrany to establish a town and sell ts property, These berefits it has rot received, The existing railroad track and the seryice rates to, this dayy, have millified rather ther helped our efforts to make a town, and have been the chief cause for our failure to sell our lands, As evidence of this, your attention is called to the following train time-table, copied from the Southern Pacifie folder, which shows = travel possibility that would, of itself, kill the best and strongest af. forts to make a town at Biola. Beyond this, the freight rstes sre such that no business of wement can he estallisheq there, Preserit Sshedule Biola BoJuns., Northbound Southbound Lv, 11:85 Ar, 12,08 12.186 " 2.40 * 3:10 fraisht " 5.85 6,15 R.Juns Lv, 12,20 3.30 1" 8.20 This tine-table shows = Possibility of goimg to Biola from Fresmo sbout noon ang returning to Fresmo about 6 P.M. The trip would cever © hours and 30 mimites, There ix no rossibility, according to this schedule, of a ¥orsor going from Piola to Fresno snd return the same dey, The rail distance im about 16 miles. Produce, to reach Fresno for the morning market, has to be loaded =t Fiola before noon of the day preceding, These traffic and travel conditions are absolutely prohibitive of all attempt to meke = town of Biola, and have been so {rom the time your railway was put into operation, It seems to us, and just as an illustration, that if the Land Company had paid the bomis clained, it would, under the performence of the Traction Company to this date, have a heavy claim of some kind for the sub. ntential and actual damage done it by the Trsction Company's failure to oper ate its road and lend its co-operation in accordance with the intent of the agreement. ; For this reason, largely, but also for others which should appear from Mr. Halls communication to Mr. Shoup of the 24th inst., we submit ve are entitled to a very comsiderable rebate on the amount of bomus which is written in the contract, Further than this, having done all that we undertook to do by the agreement towards establishing a town at Biola, we do not feel that we are under obligations whatever to de or to emgage to do anything more to satisfy the Traction Company under that eligagement or our psrt, It matters not vhat, in edditiom, some of our stockholders may have thought it advisable to do in addition to what we have done, The fact remains that we have dome all that we engaged to do. It being our intention, however, for our own benefit (which, of course, would imure to the benefit of the Traction Company J) to make ime Frovements at Biola as soon as we can get reil service conditions which will Justify a renewed effort to make a town there, and as soor as we get our indebtedness adjusted soc as to give us a chance to succeed on these lines, ve very willingly state to you what we would do in the way of building ime provement, when we get conditions which will aduit of our goimg ahead with the enterprise, ReerastBilly yousa:. (signed) Falter M. villett " ¥a. Ham, Hall ’ S. Christenson P.L. Burr elie Meanwhile, in answer to my letter of Maroh 24th thers came to hands yesterday a le$ter from Mr. Shoup under date of March 81st; copy of whioh follows:- " ; Los Angeles, March 31,1915. Mr. Vm, Ham. Hall, 804 Postal Telegraph Building, San Pranoisoo, California. Lear Sir: : Yours of the 24th in relatiom to affairs of the Biola Land Co. The Freswo Traction Company has put a large sun of money inte this extension and thie money is not yislding any return becmuse you folks hzve not gone ahead vith your propesed yroject. May I say, without meaning to be sdversely oritioal, that your stockholders in the Beginning undertook the project with too small a cash investment? AE : Ve want to do what we oan, but obviously, with nothing dons to develop the townsite; beyond that which is now apparent, there is little Justifioation for urging any further expenditures as to train operations. I ar however, sendimg a ocpy of this oonmnisation to Nr, F.¥. Webstsr and asking that he discuss with Mr. G.H.Jaspsr of the Southern Pacifio Company the question of rearranging train service, if it be Practioable, without addite ional expense, oF very slight additional OXDORSE, Gv yo. rectly wi tne Top oF your Fresno representative will this matter die and Ur. Vebster I bslieve you cam at least arrive as to what cam or what oant bs done and the reasons governing. Yours $ruly:e Ssigned JP,Shoup The Seoretary hore slosed iis vintement. Dirsator Viliett oalled attention to the fact that ir. Shoups letter, bearing date of the 31st, was in response to our communication of the 24th March so that the morse spanifio communication of the 31st March ( both having been signed by all the dirsotors) renained yet unanswered, and he muggested thet we diuply avait further devel- opruients. Dirsosor Ghristenson thought Mr. Shoups suggestion of seaing Mr, Jasper and Mr,.VWebster should be followed up. To this all the direstors assen- ted, and the Beoretary was direoted so to de, The meeting then adjourned. Attested as corregt- Seorstary- Approved : oa Direotoy- Minutes of Meeting == Beard of Directors of the Villa Land Company -- May 3rd,1915. The Board of Directors of thes Villa Land Company met at the office of Vice President Willett, at 10-30 A.M, of May 3ra, 1918. Present, Direotors Willett, Nall and Christensom, absent, Dirsotor Burr. The Secretary made a statement or report of the Progress of negotiations with the Fresno Traction Company during the month of April,1918, as follows:- Secretary's Statement It will be remembersd that Mr. Shoup's letter ef March 8th and Maroh 31st both referred us to Messrs Lverts and Ewing, attorneys,and Mr. Wsbster, the rp— of the Fresno Traotion Company, fer answer to our cormnications and for any aotion as to their contents en behalf eof his companys and that Mr. Everts’ 1stters, received during Narch, had spoksm 8f the matter as having besn placed in his hands, and that they were of » nin, net to say threatening mature —- insisting uren something being done by our Land Company towards nesting his Traotion Company's demands. It vild also bs remembered that in five communications, namely: Hall to Shewp March 3d Willett to Everts 19th Hall te Everts and Ewing 24th Hall ~ ® Shoup 24th Hall . ® Everts 81st everatures and progiials vere made by us looking to an adjustment of the differsnces between the two comvanies. It will be remembered that the more important of thesd semmuniostions from Secretary Hall had been oountersigned b> all the otlier Directors. And it will be remembered that during that March ve had had an interview with Mr. Shoup in the early part of the month, and one with Mr. Everts on the lagt day of the month. The ingorview with Mr. Shoup seemed at the time to be promising for some vorkable stone, but nothing cane of it. We were switohed off to Mr. Everts. The imterviev with Mr. Everts, ebtaimed by watohimg for him and not by any favor of his to us or acknowledgement of eur efforts in the premises, developed his fira orpesition to,amy and all comoession being made by the Traotiom Co, to the Lamd Company, except time in whioh to vay the full @ De amount of the bonus. Mr. Everts, in effmot, soouted the idea of our nlaim for damages as an effest to any part of the bonus. A week having passed after kr. Everts return to Fresno and ne soknowledgenent having come of the receipt of eur cemmunioation of the 31se3, and no answer hava. come to any of our rroposals made durimg the month of March, on the 7¢n of April ws wrote a joint letter to Nr. Shoup, as hersto subjoined, enclesing to him a copy of our letter of Maroh 81st, which review- ed the conference vith Mr. Bverts and whioh we had theretofors left to Mr. Everts 6e communicate to him. We thought this motion advisable and HeUesOrY because we had not heard a word from ir. Everts. This short letter to Nr. Shoup is important, and is hereto ap- pended as -- April, 1915 - Ne. 1. 4 It was further agreed at a REE on the 8th of Aprdl that the Secretary should 80 to Fresme in asoordance with Mr. Shoup's MIGROS Ion oon tained in his lettss of March 31st, to confer with Messrs. Everts, Webster, and Jasper: and, sccordingly, om the 8th, I wrote to Mr. Everts a lettar of notification of my coming -- suprosing that he would arrange a mesting and be present at the coaferance, ; This letter is hereto appended as -- April, 1915 « Ne. 3. Follewing this nommuniocation I went to Fresme and yas thers on the day appointed amd on the day following. Nr. Everts was absent from Fresme and I was umable to learn his vhereabouta. Hewever, I met Mr. Webster, by accident, as it were, had a talk with him, the sesult of which is told in the next subjoinsd letter, amd returned to San Franoisce, where, on the 11th we had a conference at whinh we all signed and agreed to send a latter to Mr. Everts which is hersto subjoined as April,1008 - No.3. Another week passed when there name from Mr. Webster a wirs to me under date of April lsth, frem Stookton, as follews:= *Ketoliim out on inspsotion tour will advise aftsr his returns The second day after this I found Mr. Shoup at his offios in this city, and, desiring te,bring the matter to a head as soon as rossible, and being disappointed at Mr. Evarts'and Mr. Webster's inaction, I asked Nr, Shoup to arrange an interview with Mr, Ketohum for me. To this he readily *3e assented and in my presence direoted his secretary te wire to Nr. Ketchum , so that the following day, T recsivad a wires from Mr. Ketohuam as follows. "Vill be in offive 3tooktonm, Nonday and Tuesday next and Pleased b se2 you any hour you aay sett Seversl hours afterwards, however, I received amothsr wire froma Mr. Kotohum reading as followss- YCunoel ay message to you date® (I suppese it should have beem Yof this date®)d Net kuowing what to think of this I chomed Mr, Ketchum ani he inforaed me that he hai cancelled the sagagement to moet ne, oR request of Kr. Webster who desired to arrange for a meeting vhen he and Mr. Everts could be presens. Five days later, hearing nothing fron Mr. Webster, and beirz held from day to day awaiting soms development and being seriously embarassed by being kept from geiag away clsevhers, I sont Nr. Vebster at Fresne, the follewing Day Letter wire: San Franoisoo, Cal. Apr.21st,1918. F.¥. Vebster, Fresno Traction Company, Fresno, Califeraia. Because you umdartook to arrange mesting for him, you, and I, Ketohum Saturday last cancelled date see me Monday, Tuesday. Have since daily expected wire frem you. Very embarassing to be held in unosrtainty. Ve must got through Villa Land Company matter further delay, Have you amything suggest, Wire home, : Vr. Hem. Hall It would sesa that Mr. Webster was not in Fresme on the day I sent the above wire of the 21st, for on the 23rd there came to me a letter written by hia froa Stockton, together with a copy of ome from hia to Mr. Shoup from ‘the same place and both dated on the 2lst. Copies of these are hsreto subd- boined as Nos. 4 and 5, respectively. Further than this, on the 25th I received from Mr. Vebstsr a latber dated {rem Frese on the 24th aoknowladging receipt of my telegram of the 21st, whioh he says he found at lis hotel, though I sent it to his offise. Mr. Websters letter of the 24th undertakes to lenture me for resuming te hurry him up and for daring to say that I was embarassed at being held in uncertainty about time for the mesting for so long. This letter of Mr.Vebster is subjoined as ¥eo.8. The next developuent came on the 27th, when I accidentally found ¥r. Everts at the Sutter Hotel in this oity, and had a. talk with him over the situation, amd by appoimtment met hin egain at the sane place om the 28th and had a further talk, An account of these conferences will be given hersin presently. But on ths 20th there came » letter to me from Mr, Vebster at Stockton, as follows: Mr. Va. Ham, Mall, 22 Battery gt, San Franoisce, Cal, Hy dear Sir:e Referring again to sngagement with Messrs Ketohunm ang Everts in connection with Biela matters, Have just received informatien from Fresme that Mr. Everts has not returned from the Southern part of the State, dut is expeotedi shertly, Kr. Ketohum is quite realy at amy time, conssquently the moment it is possible to place Nr. Everts will advise you. Very truly (signed JJ, M.Webster. My interviews vith Mr. Everterhad at the Sutter hotel em the 27th and 28th were anythisg but satisfastory. I wad mot sought the first menting. It came solely by sccident, and vas a surprise to me. The second meeting I asked for, desiring to guard sgainet possible misunderstanding em Nr. Everts’ Part of some things which were said en the first meeting when soxe gentleman was waiting for him. On beth ocoasionms, Mr. Evarts was by turns, =1ldly over-bearins condescending, sarosstio, verging upon insulting in his manner to ne, He neezed to be disturbed or exoitsd about souething other than the business in hand. I was very sorry afterwards that I had met him, but he made one vary important admission to me <- that the Riola train should have bssn rur through to Fresno and a "proper train 8arvice® shovld have heen given us froa the stars. He insisted upom ignoring tha fact that we hai besn damaged by not ge:ting a "proper train servine", and advised me to "forget it" as wevoould not recover anything? He insisted on trying to commit ms to saying that we resitively would or rositively would mot pay the bemus in full, until I had to tell him that I was mpt mthoriszed to commit my associates 4o anything, and I would not coamit myself to anything other tran what had been written, The burden of my talk was an sndesavor to get him Se ~wawer roints ve had put into ovr letters to him and Mr. Shoyp, and, finally, I told him I..would write once more, rutting s2veral direct questions und I would exact an answer to then or a declaration that he would not answer then, Saveral day¢ later I received the letter frem him dated at Fresne on the following day == April 29th. I was surprized at the racsipt of this letter, but it hosded me off from writing, as I had told him I vould, asking certain iireet 7uestions, Nr. Everts letter of April 29th is hareto appenisd as Ne, 7, Take note that it is adiressed to ¥m. Ham. Hall, efe Villa Land Company®. That 8 is not an address to me as Ssoretary er as Manager: 1% is net an address to the Villa Land Compamy: and met am address to the ‘our Directers vho had signed l=tters sontaining definite Frorosals vhica he had baew ree quested to arswer. Note,these roints in Nr. Everts’ lottar. That he wholly igmores the rroposals and all the roints in the proresals which our board of Dirsoiors have made. That he conmits the Traction fompany and will cormit§ the Tractian Company to nmothimg, That he insists on our committing ourselves to the raynent of the full arount of the homus, before he will in the lesst indicete what we nam (even) oan possibly gat in veturm, That he vholly ignores our olaim that we have bean damaged, a9 ap offset in any degree to the bYemus nlaiam against us, Be That he calls the pesitively extreme snd one-sided arrangement saioh he proposes, a “"compromise®. That he is ss indefinite as ressitle as to what train service er freight rates we may get. That he deliberately hedges ze orf from going to Mr, Ketohun te ascertain what might be dome in tae vay of securing better service ani rates until we have iniicated our willingness to give up our oiaim for damages by agreeing to ray the full amoumt of the bonus if we oan agres on the train gsorvice and rates, In short, Mr. Everts "megotiatioms" is not negotiation at all, It is pure dictatorial demimatiom, He evidently Ine uRdsrtaken to make Us agroe over again to pay the full amount of the bemus, and he is doing this after the fashien rhichy I suppose, he is used to eapleying with othep reople. I un not individually critioiming Mr, Everts, 1 simply try to state the facts of the cases and I give it as my epinion that vie will net be able to make any pregfess in this matter with Mr; Everts. 1 advise that we make ome more eftort with Mr. Sheup, and if we fail in that, I think our only course remaining is to bring some suit against the Traction Compamy for danagesy or to sat aside tne sontrav with thea, and tien 20 before the Railroad Sonuinnion and got them to order a fair train service fer us. In thin recomrendstion 211 the 2iractors rraesert fully sonourred. Director Tillett was of opinion that we had a slear vase for dansges against tha Trection Co., and that the Railroal Comuission would azsuredly order the Traction Co, to zive a good service and Tatas on whe Biola vranch line if the matter wore well presentsd to them. He unisriocok to sound members of the Come mission as to the outlook for such a os3e, and also to look up the matter of the best attorneys to rresent the matter to the Commission, as well as the best to conduct a case against the Traction Jo, for dsunages. Neanwhils, however, Director Hall, as Secretary, was instruted to get into soumunisation with Mr. Shoup with the view of gott ing him to oconsid- or our Land Co, matter himself, Personally, or having him refer the whole mate ter td some one in San Francisco. Hall Willet Christenson to Shoup Burr San Francisco, Cai., april, 7,1915 Paul Shoup, ESQ., Pacific Electric BlAage, Los Angeles, Cal, Daar Sir:- Acknowledging your favor of March 31st, relative to Villa Land Com :any matter: Herewith please find a copy of a communication dated March 31st, which was slignedq by all the stockholders and directors of the Villa Lana Company and mailed to Messrs, Everts and wig yur attorneys in Fresno, on the 2nd inst. It happens that this communication sets out our views at some length on the very point of your letter of the 3181, 80 we call your attention to it without "gain traversing the round covered by it. Kindly read 1t attentively, and consider that -@ are seriously in earnest in al it contains. Our view in brief 1s, that we will not be jus:ifieq in ex. ending monet to develop a town at Biola until we get a rall service that will maze it possible so to do. Ye conailder that your Company undertook to give ws such a service, and, very obviously, it has not done 80. . We undertook to try to develiup a town therey « arter we haq the service to make the trying worth while, We tried in ade vance to a total cost of about $60,000.00 out of our own pockets Had we suppeseq that we would nave to produce a town dberore be got the rail service, wo, most assuredly, never would have entereq into contract with your Company. Yours very truly, ¥m. Ham. Hall, (sizned) walter M. Willett, P.S. Burr, S. Christenson. San Francisco, California . April 8th, 1915. 0.L., Everts, Es8(Q., Atty, Fresno Traction Co. Fresno, Cal. Dear Siri- Referring to the letter of Mr. Paul Shoup to myself, un- der date of the 31st, March, copies of which I unaerstood he sent to yourself and Mr. F.W. Webster, I will be in iresno on Saturday of tis week, and will ca.l at your office at 1ll AM. hoping to see Mr. Webster and yourself there, Alter talking the matter over with you, I would 1ike to 20 wirh Mr. vebster to see Mr. Jasper, as Mr. Shoup sugzesteq we should do. Kindly communicate this to Mr. Webster and say that I will adjust my time tomhis and your convenience on that day for any hour after eleven, if you so desire, I hope Mr. webster will ar- range for our seeing ir. Jad.er without fall. Respectfully yours:e (signedq) Wi. H.He. San Francisco, California, April 1lltnth, 1915. Ce. L. Everts, F8Q .~ Attorney, ¥resno Traction Co., Fresno, California- Dear Sir:- In part on the sugrestion of Mr. Shoup, contained in a letter to me of the 31st inst. (copy sent go you, as I under . stand) I went to Fresno on Friday last to see you ana Mr. Web- ster, after having wri-ten on the 1ay preceding, of my coming. Am sorry you were not there and am herein writing things I intended to say to vou verbally. Mr Shoup suggested that I go with Mr. Webster to see ir, Jag- rer relative to trains service to Biola. Mr. Webster, whor I saw, thought that the S.P, Division Superintendent located at Stockton was the man ve should taik to. I supsose he is rignt on that point and he has undertaken to arrange for our seeing 'r C.He Ketchum on Wednesday of tnis week. In this connection I wisn to say to you that althougn I am entirely wiliing, on Mr. Shoup's and Mr. vebster's suggest- ion, to follow the matter in this way, in endeavoring to assist in clearing up the embarascment by which the Traction Company seems to be confronteq on tis score of train service to Biola, yet I am not to be understood as Accepting a shifting of ree= sponsibility in the matter from the shoulders of the Traction Company to those of the Southern Pacific Rallroad Company. If we have seriously to take the maiter up with the 8.,P. Company, I supose our course would be to 40 80 before the Rallroad Commission. Herewith I am enclosing a copy of a letter to Kr. Shoup, unier qate of the 7th inst., which I intended handing you had I found you in Fresno on the 9th. This letter to Mr. Shoup was countersigned by Mr. Willett, Mr. Cnristensen and ¥r. Burr. Pardon me for saying, dear Mr. Fverts, that when we talked tnese matters over at the Palace hotel on tne 24tn ult, it seemed to me that you, not only nad not realized what a tho= roughly "rotten" (I do :ot like to use the word, and I do not intend to use 1t in an offensive sense: but gannot find anoth-- er word that just fits the case) train service and reignt rate schequle Blola had been receiving, but that you had overlooked some points in the agreement, between the Traction Company ang the Land Company, itself. : cop; Hall to ¥verts - April ilit:. Surely, vou had not appreciated that with a train and a full train crew, at nn expense or $700 to $800 per month, ~ practically doing notning on that 3iol- branch, no one could Zet from Dilola to Fresno anda back on the same ay, (a distance Of only 15 miles); and dut one trip to Biola ana back ‘rom Fresno, could be msde per day, and that at a cost, in time, of over six hours (in the afternoon). Surely, you haq not appreciated trat at a very smnil expense per month aiditional Lo that named above, the Riola branch train could be rade to run into Fresno and back twice Der 4ay beslaes making a third round trip, as a rrei;ht, between Blolza nnq the Junction, furely vou had not known that ‘a ticket canno. be bought at ny mllroad station, to ~iola, Surely, you nan overioukeq tne facts tht adithough tha letter of the agrerment may ® read as requiring the Traction Company to operate trains between Biola and the Iilola Junction, only, tie spirit or it ¥% ana the intent ol it was, that the Iand Company snoula have distinctly aqvantapgeous train service and freight service beiween its Lo¥nsit® and the outside world. It sermed to my mraoclates, ns well as nyself that you had the-etorore overlooked the ract that your Traction Come any had, in addition to undertaking an adequate and aqvantage fous train services, distinctly ngreedq oto cooperat™ with the Lana Company in encouraging the development of the trafic for salq town® mring the course orf our Prlace jiotal talk, you remarked that your Traction Com. anynmrver nad, in the acts of the Lang Company, anything to cocopérate with. Excuse me, Nr. iverts, for firmly contradicting you cn tant point, The land company has done all it agreed to 10, wherewith tne Traction Company could cooperate. It 414 “plat and 17y out, a townsite®, where and in the marner apreaqd; Ii 1in “aqveptinse the townsite ind acreage property for 3Rlev, It @2d4 “use its hest ercorts to erfect sales sng build up sala proyosed tu'neite as rapldly as circumstances would permite, : It 41a make cpecial ana gurticular efrorts to establis nh business and inwstry at 21ola; It 4d expend over $l-,.CC in tova improvements nd buildings, thou-h it had not agre~q to put up one sinzlie Nd TAA Hall to Rverts-— April llth. The Directors and Stockholders have spent thousands on thousands of dollars worth of thelr time, in the Promotion of that town evelopment: wnlle the Traction Company damned the place by ita [irst failure to build the road on time; by its halting and belated completion on the second chance accorded it by the Land Come pany, and by the operation of the road thereafter in a manner which would have set at naught the town bullding ef orts of a Rockefeller or a Carnagie, : lou may respond that we have not paid the bonus, and nave, hence, no right to expect other treatment at the nanas of the Faction Company; and in tnis view I radically differ from you; but I will not argue the point with you now, I have simply written some tnings which I intended to say to you had I seen you in Fresno on Saturday. Mr. Shoup has intimated in nis letter ,.£ March 31st, that we need not expect m¥erinlly better train service tnan now accorded, until arter more his been done, by the Town Company, to develop the townsitee, I am under the necesc:ity of :sxing on the pari of my assoclates as well ns myself, whether this is final, and wvnether we are expected Lo follow this matter up with the Southern Pacific Company which seems to operate tnis road. I am, also, to respectfully request that you acknowledge the receipt of my letters, and accept or reject o.rers of compromise, or derinitely advance some alternative proposal. I earnestly ask or your prompt action in tnis matter, for reasons whlch must be apparent to you, and also bechuse we @e losing aout to 1088 another selling scason. I will respond to any appointment that y.u make, giving me some notice in advance, : : Yours truly:= (signed) Wm, Ham. Hall . Ye a, prove (signed) ®alter M, Willett, Se christenson, P, S. Burr . COPY Yebster to Hall- Apr. 21st, Stockton, California, April 21st, 1915. Mr. “m. Ham, Hall, 22 Battery Street, Sait Francisco, California. My dedr Mr. Hall, In elation to improved train service on Blola line, The matter has been Alscussed with Mr. Ketchum and an en= deavor made to convey just wnat the result mignt be. lire Ketchum has agreed to meet us All in fresno at an early 4ate ad I will try and aqvise you in ample time for the meei- ing. I have not requested you to come here because it did not apeear that the trip would be Justirieqd. I am, very truly, (signed) J.V, Webster, : General Manager. Cory Webster to Shoup, April 21st. Stockton, California. April 21st, 1915. Hr. Paul Shoup, President, Pacific Electric Railway Comuany, Los angeles, California. Dear Sire Referring to the matter of improving the train service on iola line in accordance with your wire to Mr. Xetchum, Apr. 16th. I have Aliscucsed the matter with ir. Ketchum =nd he is most reddy to do all that is possible. ‘ In 81king the matter over with Mr. iverts, Tuesday 19th inst., he requested tnat I endeavor to +Trange a meeting with Mr. Xetchum and Mr. Hall in Fresno, so that whatever was ace= comhblished mignt be well understood. : Mr. Ketchum has agreeaq to make it convenient and I am forwarding to Mr. Hall a legter tnrelation, see copy attached. I shall endesvor to make early arranger®nts with Mr. Everts and close the matter. very truly, ( signeq) JW. We General Manager. Cc CPrY Tebster to Hall, Apr. 24th. Fresno, Cal, APr. 24th 1%1b, Kr * wr ° HA Ae Halil 3 #22 Battery St., San ¥rancisco. near Sirte On my arrival at Hughes Hotel @aryy this morning, was handed your telegram of April 21st, concerning enghrgemeat with ¥, ¥Xetchum. The tenor cof your messa;e was hardly as suave =s might he expected, You might understand that I «10 not wisn to emuarass or nold you in uncertainty, a bit more or a bit longer ihan it is absolutely necescary, Sr the sirple reason that nobody on earth would like to have this particular ;lece of business cleared quicker than I, : For your further information permit me to advise that I had peat hopes ¢ being able to set the matter for londay next but find that quite impessidle becnuse Mr. Iverts is out of town and will not return for two or three days, nowever when he does make hls ajpearance wiil try to set a date for a meeting. ra April 21st, I addressed a letter to vou from Stockton in the h.pes of advising you Just how matters stuod, but, my dear sir, you wiil please understand that if you bacome impatient to see ¥, Ketchum vou wiil not embarass me in tne least by 80 doing. : very truly:e (signeq) J.i. Webster. The Secretary made algo a statonent of the pregress of negotiations with Mr. Lisenby during the month of Marsh, 19156, an follews:e ~ Zaoratary's Statement Undar date of Marsh 11th, 1315, we duly received netifisation from Mr. K.B. Harris, Kr. Lisenby 's Attorney, as f£ollovase "This is to inform you that Wr. Lissnby has turned over his morigege to us, with instructions to forecless, ¥e write you *' is to give You an opportunity to adjust the matter with hinge This letter which was addressed to Vm, Ham, Hall, inditidually, was the subject of a acnfarence of all the directors within a few daye after its receipt, whereat it was 2gr2ed that I zo te Fresne te ses what ~ould be done with Nr. Lisenby. In response to a wire notifying Kr. Lisenby that I was coming to see hia, he wyrete, rromptly en the 18th raferring me to his athornoy. As the eutooms of sevaral ether shert notes and wires, I ro orived the follewinz rrom Mr, Lisenby under date of Marsh 23rd. Marsh 28,1918, Vm, Ham. Hall, . : Postal Telegraph Elig, Sun Frano ince, Dear Sir: ¥r. Harris hee shown me your latter, vhioh I must say is very unsatisfactory. You say vou ara in hopan of making paynent within several days. Your hops eof getting your associates together is very frail, in my Judgenant, and as wou de not speoify wish any definiteness I nan ses ne oourse to pursue except that of foraclesure, and unlesa I get something mere satisfactory than your latter to Expris indicates, Ly Monday of next week I shall tell Harris to proosed, whioh I assura you I regret very mush to de. Yours truly:s (signed A.V, Lisenby. Meanwhile, on the 22nd, Vice President Willett had written to Mr. Karvis, ns followsie 828 Sheldon Bldg, Garfield 549, : Marah 22,1915. Er, Harrig, Attorney at Law, ofo Nr. A.V. Liseriby, Fresno, al, Dear Sirie Unfortunately I have naither your address ner your intti=ls, and I trust you will vardon the liberty I have taker in a2dressing you sare of Mr. Lisenby, Ws have made a :ro:esition of compromise to the Fresno Trantion Company, substantially, as follows: Ee figure that the utmest liability under any oiroumstances that Messrs, Hall, Christenson, Burr andi mysslf sould be subjected te under our holdings would be betwesn $15,000,00 and $16,000,00 en our contrast to the Traction Company, We have offered the Traotion Company 28% of this amount in oash, the balance in one, twe and three yaar payments, If we can arrange with Mexxkimaxby Mr. Ewing, of your City, whe rerresents the Traction Company, along these lines, it is our ole intention to pay up $17,000 en account of the rrimeipal on kr, Lisenby 's mortgage, together with interest srounting 4o $3400, 00, With this additional amount of roney, to wit: § 4,000.0 $17,000,00 3,400,00 Amounting to the suR of = = = = © = « $24,400.00 ¥o feel that the balance of the indebtedness will be nlaned in such = way that it can be taken oare ef, especially if we oan vursuade on Nr, Lisenby to 1ocrone tha next rayment of 317,900.00, whinh is scheduled to beaome due in September fer ene or two yoars. If this 1a 2 vroresition shish you fesl vould be of interast to you and %o Mr. Lisenby, would suggest thet you wonsult with X=. Evarts ad see what oan be done about bringin i+ abovt., Tor ene, I feal that unless some such arrangement can be effected, I would prefasr not to put any additional amount ef monsy inte the goheme, ss the great troubles has bean that whereas we axpeoted te ray for the property out ef the sales thereof, it hea besn a constant Araein up to this time en our brivagte rupees, and I for one do net nare te make any additional rayments unless the Yrojsat is rut in moh shape that we will have tines to “urn round before sdqditional nongribtutions ar» oalled, Pe. Yours very tmlyt- i ( niened MN, Tillett, ‘hen folloved the following letters: Marah 24,1918. M.B, Harris, Keq., Attorney sat Lew, Freane, Salifernia- Dear Jirie Hr. Y.M.¥illett, Vice Presiisnt of the Vili: Land Company, has handed me 8 copy of a letter ajirmessd by hin to you as aitorrey fer kr. A.V, Lisenby under date of the 28nd, inst, and which should make clear to vou our intentions tovard your elisnt, Thet you ray know something definite as to the merits of our stand with the Traction Company I an herewith sending you 2 oopy of = letter this day seat to Vr, Everts who ia rapresenting the praotion Come rany. The sum and substance of it all is thiss~ the Traetion Soupany's olaim against the Villa Land Company, u der a sesdain bemmenagpesment,is Cor $29,400.90 . That agreement igy to say tho least, ambiguous and oven to serious question, V¥e have been advised thet it is worthless and unénfernbible The Villa Land Cewrany has not received from the Fresno Traction Comrany the benefits for which it contracted by that agreement, as in part exrlained by a letter this day mailed by me to Mr, Everts ani nepy eof which is herewith enclesed for yeur information and that of your client, Of these whe were ntookhelders of the Villa Land Company when that agreement was entered into, two have sinos besr sold out for default in. Iayiang of mssessnents, one of whom, by the way, being the consulting / nginesy to the Traction Company. Those $wo represented shout one third of the capital stock of the Land Company whinh theratefere had been all issued. ¥e who remained in the Ville Lend foxrany have offered, as a comfronise, to settle with the Fresno Traction Company on the basis of the aggregate of what might be regarded as our personnal liability ne stockholders = rrovided that we get from the Trazntion Company *he aarvine and ocooreration for which we contracted. Yours ‘mily:e (signed? Nm. Ham. fall Sea. Fresno, Cal, March 28,1915, Nr. Uri, Ham, Hall, gan Fraraises, Cal, Dear 3irie Your letter of Maroh 24th, anolesing copy of letter to Vr, Paul shoup, is at hand. I have shown your letter snd the Shoup letter to Mr, Liserby., He will probably write you himself in a short time as t> what his purross if, Yours very trulyie ( signed MN, % Harr is. ov oe 600 Uv i oer pe Ae ie i or San Francoisve, Oalifornia, ¥arsh 265th,1915, Mr, A.V. Lisenby, “resne, Oalifornia, Loar Sirie Acknevledging receipt of yours of the 28rd inst; I oall your attention to a letter from kr, W.%.Willett to kr. M.B. Harris under date of the 22d inst, and to copies of letters from myself to Hr, Shour and te Mr, Everts, both under date of the 24th, which copies have been sent %o Nr, Harris for yeur information as well as his own. Thess letters should be satisfactepglyoshon you what cur intention is witli respect te Taylng you as voll as the'Prastion Company, This 18 all [ nan say until we knox wiwther wa oan or carmet make a fair settlument with the Fresne Traction Company. Prow the latter and aories of letter: sent Mr. Harris, ysu stiould see and appreciate the nesessity for our stand with the Traction Company, and I de not feel thet I am making arn unreasonable request in asking you to stand by with patienca = little longer until we oan rerse this issue, ¥e cannot ressibly go shead with our snterprise, with your slain tor 417.000 mors coming due in September, and the Traction Company 's claim for $23,400 remaining unadjusted, after we hsve irained surnslves by paying you over $80,000, principal and interest now. Rather than have that prose beat, it wouls be 2 relief to sae the whols matter ge into sourt, and take ny shannes in the eutonme later on, Respentfully yours:e (signed) ¥m, Ham, Hall, Urasno, Haroh 2041915, Hm. Han, Hall, Postal Telegraph Rldg., San Franoisse, Cal, Dear Birte Yours of the Z5th inst is at hand. [ have also ween the latter from ¥r. Willett te Mr. Harris. Xeitier of thems efford us any sztisfantion whatever, I as. at a loss to knew vay 1 suould sufteyr by reason of the “yourtasnifemmemy with the Traction Jempany. I have repeatedly told you the resition was" 1h and told you at the tims I borrewed $15,700,064 irom the First National Bank, and I am told by Mr. Voedward that he also notified you about having meds a loan to me and also said te you that it would be very embarassing fer me to repay this lean without your taking onare of vhat you owed me. All of which hes transpired: and I oan see no way left for mei but to pursue the ocurss of foraclesure, which I have msny times told you I regrettes to de and will only do this as s last resort, It vill make a great deal ef unnecessary sxyenss for you and your associates if you ever expeot to redeem the land, tut I nannot and will not wait any longer, I have today ordered a contdmiation of the abstract for the purposes of beginning these preceedings and as I have always told you, I would net take this step without giving you notice, whioh I did some time ago, and I now feel perfectly justified in going ahead, Yours trulyse (signedd A.V. Lisenby. 828 Sheldon Bldg. Garriald 569 San Francisoe, March 30,1915. Mr. AV. Lisenby, Iresno, Cal,, Unyr lire Not having heard from you within “he lagt few anya, 8 Mr, Harris had intimated I would, I tske the liberty of ngain nommniesting vith you in order to kesp you informed as te the situstion. : Yostsrday we had en axtended nonfarenss with Mp, Evertr, rerresete ing the Traction Company, and at Lis request are praparing a fornnl bro>ositien, which will ke oen* to him tomorrow or the dey following, Ye exe Daot to have a further conference with Mr. Everts about Saturdsy, when he axpnots to return to Sen Francisco. From all indioation, we ars hopafulyof a settlement of our matter with the Trantion Coniiany, vhioh will 1saye us ras to sonclude the rest of our rlan as outlined in our letters to you snd Myr. Herris, . Yours vazy 1rdiyis ( nignedd Falter M. ¥Fillett BE 2 aot 00 OO OP oo wa Gp San Franoisoo, Cal,, Marnh Rlst,1915, A . Ve Li senby, Z8qe ’ Fresno, California Doar 3irie Tour letter o: the 29th received too late to answer yesterday, as I did net gut te my office until sbont five ozlook, You evidently nisunderstoed our intention about paying you the $17 000.90 snd the interest due. If we ret “nn adjustrent in writing from the Trsotinn fompany it is eur intention to ray you the $17,000.0e 2nd the interest due. If we do net gat the ade juntment rought, ve have s rarity who will bay the notes »ith a third interest in the mortgage en the terms ofirered by you, and we vill, eof nourse, pay you the interest. In either avent it is our intention to further reduns our indebtsibess to you and eithes got some one to take the nortgage off your haide, or we will make an arrangement to rlace an sntirely new wertgege. Fither of these courses would 89% you all of your money before or when the last of the rrasent notes becomes due. Jur desire to have s short time longer is eof sourse rroapisd by our necessity to aot in a way such as will enable us to secure a fair adjustment with the Trastion Company, Nr. ¥illett shows me un latter he wrote te you yesterday, by whinh you should see that it is to bs tut a short time befors we will know vhat 40 expect from the Traction Zouwpany, Ir any avent, I will gartainly see you on one of the first three days of next week and trust that you will take ne anticn in the nean tias. Respectfully yours:e (signed J %m. Ham. Hall " 8. Christenson n P.L. Burr # Walter M, Villett Director Christenson was obliged to leave the Meeting, se that there being no quorum the meeting, after discussion of the situatien by di- reotors Willett and Hall, stood adjourned. Attested as correct- We HNav Mall Secretary Approved Director ~_Dirscte 2m On motion it was duly ordered that the Senretary be mmtherized and directed te netify the Wells Realty Cempany of this action ef this Board and of the cancellatien ef the contract. I certify that the abeve mimites are cerrect. Ve, the undersigned Diraotors of the Villa Land Cempany, appreve the forsgoing mimites., / zs ¢ & ( J Ser 3 i 8 { wa 3 (Ciedpn Minutes of Meeting of the Beard of Directors -~ Villa Land Cempany rset May 5th., 1915. BEd ve wep A duly called special meeting ef the Board eof Directors ef the Villa La d Cempany was held in the office of Vice-President Willett, on May 5th 19185 at 2.30 eoleck P.M, Present: Directors T.N. Willett, P.L.Burr and §, Christenson, ani Wa, Ham, Hall, Vice President Willett anneunced that the meeting was called te teke action tewerds cancellation ef the Murrey Incorperated (Wells Realty Co. ) selling agency centract with the Villa Land Cempsny, in fellewing eut the oenclusion reached by the Directors of the Land Company at the Several ocene ferences recently held. The Secretary presented to the Beard the opinion éf-Nessrs. Sorive ner and Montgomery, Atterneys at Law, te the effect thot the Villa Land Company has full bower and right under the law te cancel or anmil said oone tract, by giving formal Notice to the other barty therete; with which opinion the members ef the Board were already familiar A copy of the opinion was erdered te be aprended to the minutes of this meeting, Each Director present exprensed it as his opinion that avery reasonable oppertunity and nhanse had been given to the selling agent to "make good" in his selling agency, and that he had decidedly failed se te do. It was then meved =nd seconled and unanimously resolved Beselved: That "The Villa Land Cempany, in view of the nircumstences and the rights of the parties ices elsot to terminate and apyml thet certain contrast dated the 6th day ef Decesber 1912 batween the Villa Land Company, 2 ocorperation, and Murray, Ine. 8aid election to terminate said contract to takes effect the Sth day of Vay, 19158 Mimgtes of Meeting of the Board of Direoters « Villa Land Company A spsoial meeting of the Board ef Direuvtors of the Villa Land Company was held at the office ef the Vice President ef the Company, on May 12th., 1915 at 11e30 A.M. Present: Directers Willett, Christensen and Hall, The Secretary reported having notified the Wells Realty Vompany of canosllatien ef their selling contract, as fellews belew, and alse ree ported the receipt of a respense eof said ~empany under date ef the 7th inst,, alse subjoined. ~ fei cae rt SE, ks San Francisce, Cal., May 5th, 1915, ¥ells Realty Cempany, Frosne, Cal. Attention Mr, Gee. P, Wells, Pronident, Gentlemen: Herewith you vill find anclesed = cory ef a Reselution passed by the Beard ef Directers ef the Villa Lani Company this day, in which it has elected te definitely terminate the contract with Murray, Ine., as its agent, and which agenoy you informed us: pamzaudeanfiml. Yo, I an instruoted by the Beard of Directors to say that this aotien seems necessary fer reasons which we trust you will understand and avpreciate. The Board ef Dirsoters wishes te thank you fer your services as its agent in this matter and te say that they hope the cordial, persenal re= lztiong with yeu may centimue. If you will have a final statement of your scoeuynt made up and send it to me, I will see that whatever balance of comission is due en sales thus far reperted will be paid you. Ve censider it alse necessary te netify the let and land pure chasers from us, who are delinquent in their payments, that if they do net immediately pay up to date, their contracts will be regarded as ferfeited, If you will make eut such a list fer us and send it to me, ve will pass the necessary resolutions of forfeiture and send netifioations te the parties, mailing you a oepy. Meanwhile, we request that you will as a friendly aot tewvard us, fer the present, attend 4o sunh business as comes te your office in ocennection with eur affairs, I ex_eo% personally, to sees you within a very short time, Yours very truly Fresne, Cal., May 7th, 1915. Villa Land Company, Pestal Telegraph Building, San Francisce, Gentlemen: We beg leave to acknewledge receipt of your letter of May 5th, enclesing a resolution ef the Villa Land Company, by which you attempt te terminate the contract which we have with you dated December 5thy 1912, This Company has gene ever your letter and your reselutien with considerable care. Te say that we are surprised at yeur actions is putting it mest mildly, and we only have te inform you at this time that we will stand upen eur ocoRtract -- we shall not accept your cancellation, Your letter te say the least is mest disosurteeus, yeu have net even deigned te suggest wherein ve have breken our oentract. We would say in this connectien further, that we have gone over the contraot with a number ef attorneys. They have agreed that the centract is binding upen your Cempany, and we shall stand upen our rights and net acoept yeur cancele lation, Ve knew of nething further te say te you at this time, Ve shall oentinue te endeaver te effect sales of the breperty under our centract. Yours very truly:= VELLS REALTY COMPANY per (signed JGee, P, Wells President. The Vice President and the Secretary thereupon undertoek and did write Mr. Wells as follows: 8an Franoisce, Cal., May 12th, 1915, Gee. P. Walls, Esq., Pres. Vells Realty Ce., Fresne, Cal, Dear Sir:- Your letter of the 7th inst., relative te yeur selling agsnoy fer the Villa Land Cempany, was received yestarday. We assure you that ne discocurtesy was intended tewards you either in the manner or matter eof the netification which was recently sent you by our Villa Land Company, ¥e simply have been advised as te our rishts in the premises. Ve know the necessities ef the case, and feel net only Justify but impelled te take the course we are taking in the matter. So far 48 we are oenosried, we think there should be no cause fer personal feeling in the matter and ve will be pleased to mest you here and give ysu such explanation as eur business interests admit of, Yours truly:e geigned IW.M, Willett, Vice President. » Wm, Ham, Hall,Seorstary (3<) After some discussion ef the situation, the Board adjeurned, I osrtify the feregoing minutes to be ocerreot. tle Katt Secretary. ¥imites of Meeting Roard eof Direotors of the Villa Land Company June 4th, 1915 = The Board of Directors of the Villa Land Company met at the office of Vice President Willatt, on June 4th, 1915, at 2-30 doleok, P.M.- Saseonts Direstors ¥illatt, Christanson, and Hall. Absent, Burre The Vise President anncunoced that the meeting was called to take action in the matter ef the purchases contrasts of these :rarsons who were long delingquant in paying up on their lot purchasses in Biola and Biola Acresi tut, as diraotor Burr was not present anil he thought all the directors showld be prasent whan such actioy ¥23 taken, he suggestod that the meeting ge over for ssveral days when he sald director Burr could be present, The Secretary said that as the Bosrd had mach to de in consideriig the situation as presented by the efforts made during the past month by Vice Prasidisnt ¥illett and himself in negotiating with Mr. Lisenby and the Trace tion Company, the correspondence tor the pest menth be reviewed, He was rea- dy to make a statement and an important suggestion, end mggeste that these matters bo taken up. Acoordingly, it was determined that when the meeting adjourn it wo would he to meet again on the 7th inst, for the purposes of taking actien en the purohase contracts, Viens President Willett reported that he had not ans yet been able to take up the matter of our somyany's case with any member of the Railroad Come nissien - had not secured just the right opportunity. And alse that he had net fully canvassed the situation with respect to selection of an attorney, but he would give the metters his early attention. Director Christenson said that he thought he had made arrangements whereby he would seoure money for his share of all expenses, Dirsoter Willett was of opinion that $3000,00 would fully cever all possible requirements for attorneys fees and legal expenses, and that $1500.00 of it would be required to start with and, possibly, suck amount would oover all such expenses. Dir rector Hall thought that the $1500,00 should be put up at once. Director Wile lett said that his share and that of Mr. Burr could be counted upon just as soon as Mr, Christenson could arrange te pay up his share. The Seoretary made a statement or report of the progtess of negotiations with the Fresno Traction Company during the month of Ms=y,1915, as follows: - Seoretary's Statement Following receirt of Mr, Everts letter of April 29th, reported in my astateaent of kay 8rd, we dstermined on the latter date to sask a further conference with Mr. Sioup as had been recommended. It vas lesrned that he wes in this oity on that day, and I accord- ingly made several attsmpts to looate him by phone on the 8rd and 4th. I hed a good reason for going directly tc him, namely, to report the outcome of his effort on April 8rd, to put ms in conference with Mr, Ketohum, It arpeared that I had been deliberately and carefully headed off from such a conference by Mr. Webster and Mir, Everts, and, as Mr. Shour seemed, when I aad seen him on April 3rd, to be more than willing, even desirous, that I should see My. Ketchum parsonally and without delay, I considered that 1 "had a right to expect he would rasseive me to hear what I had to revort. Not being able to git in commnivation with him, on the 4th I wrote and persone ally dalivered at the Southern Pacific General Executive office the tetder whiohshere follows, hut on the next day learned by phone that ¥r., Shoup had left for Los Angeles, I supposed that he had rebotved ay lotter before going, and that I would hear from him from Los Angeles, but no responses ever came to me, Possibly, he had gone away before my letter was handed in at the S.P. offines, San Francisco, Cal, May 4th, 1915. Paul Shoup,Fsq., S.P.R,R. Offices, San Francisco, Cal.- Dear O1lrs- I have tried to get you by phone several times pasterday and today, but without success; and, hefice, this letter, You will remember tnat at our last interview you arranged by Wire for me Lo see ¥r Ketchum about train service to ana from Biola I came to see you on the points mentioned because Mr. Tverts told us that ne had no instruction on those points, knew nothing of that subject, nd we would liave to get our answer rom you. Messrs mhristenson, Burr and myself so understood him. I have not yet met Mr. Xatchum, and it would seem now that Iam not to meet him except I go over the head, so to speak, of Mr, Everts and Nr. Webster in so doing, which I wisn to avoid doing. And yet I do not know with any degree of dAefiniteness, mhatever, what train service or what freight rates we may under any arrangement get. Ivery much fear that no progress, whatever, will be made towards an adjustment between the Fresno Traction Come Pany and the Villa Land Company by the course now being rfol- lowed, and it becomes necessary that I see you to give you the gxanx reasons why. Please call me by phone at Pac, 65-51. Yours truly:- (signed) Wm. Ham, Hall. Following the ideas developed at our conference of May 3rd, and having failed to ses Mr, Shoup in San Francisco on that and the next day, I wrote on the 5th two letters to kr. Everts whioh are herein embodisd. One of theese is a personal letter ani the other is written as Secretary of our Company, The objeat was to put an end to mere versonal negotiations between ¥r. Everts and myself, Hey 1t will be observed from his letter of April 20th, ves neither committing Nr. Shoup nor the Traction Company to anything. He was not a stookholder nor a director of the Traction Company, but, acting as attorney, merely, he was, apparently, seeking to commit ue, a stockholder, a director, and the secretary of the Villa Land Company, to some course of aotion vhich he desired. I was sdvised by my attorney not to oontimue such kersonal negoe tiations, and not to have any personal conference with him without either having one cf ny so=directors, or an attorney present, or without imzediately putting the gist of the conference into vriting and reporting it to our board. And I wss further advised not to deal with the attorney of the Fresno Trection Company except with or through an attorney for the Villa Land Compeny, but to insist on dealing only with sn officer of the Traction Cempeny who wouli himself have ss much direct authority with his directors and stockholders as I rresumably would have with nite, ¥y let- ters of Mry 5th to Mr, Everts were designed as a step towards bringing about this sourse. Hall to Everts CoPrPY San francisco, Cal.- May 5th, 1915. Messrs Jverts and kwing, Attorneys, Fresno Traction Co. Fresno, California, Dear Sirsie— I respectfully call your at:ention to the fact that letters addressed to Mr. Paul Shoup, Fresno Traction Company, relative to an adjustment between the Traction Co. and the Villa Land Co., and. dated larch 24th and March 31st, respect- lively, anil sent to yourselves :3 attorneys for the Trsction Company, at the request of Mr, Paul Shoup, remain to this day unacknowledged and unansvered, We would esteem it as a courtesy if you would acknowledge receipt of these latters and reply with as much definiteness as possible to the propos-— als contained therein. If you intend the letter of Er. Os. Ls Iverts tc Wm. Ham, Hall, under date oi April 29th, as an answer to sald letters, please so stale, Respectfully yours:-— (signed) = wm. dam. Hall, : Secretary Villa Land COs Hai) tg Everts May 5th, 1915. Cel. Lverts Esq., Fresno, California. Dear Sir:- Your personal letter to me, ralative to Fresnc ‘Traction Co. = Villa Landa Co. business, was received on the 3rd inst. It was dated on the 29th of April but apparently not mailed until the 1st inst. I state this merely to acquit myselr of neglect to acknowleqge its receipt within a very reasonable time, In reply I merely have to say that I have come to agree with your view =dvanced at one stage of our last talk, namely, that it 18 quite impossible that you ana I, inaividual- iy come to any agreement whatever in matters of pusiness neotiations. At the sam time, I trust that our good person- al relations of which you were Xind enouzh to speak on the fame giccasion, will not ba interrupted by tnis one business . conclusion in which we are now, I suyvuse, in perrect accord. I take this opportunity $o call your attention to the fact that letters SAAN to Mr, Paul Snoup, Fresno Traction Cos, unde. qate of Mrrch 31st, and sent to your firm as Attys for the Fresno Traction Cos, vet remuin unac de certain things of soeaial value to eur fempany, nausly, te build and eperate a railroad within a time-1imi%; to operates it in a manner to our advantages and so that tharaby we might be helped to sell the Biela properties and get a town settlement there; and te oesperate with our Company in smoeuraging the develorment of traffic for such tewn, As we have repeatedly represented to you er te your Fresne agents, yeur Company has failed to MmIfill its sngagements in each and all ef the three respects abeve, This failure has been, in general, extreme, and, in effect, danaging and disastrous te us, As ve have heretefere several times done, orally, and in writing, we new call upen yaiz still again te perfora your ocentraot eagagements in the matters of operating your Company's rosd te Biela and ceeperating with us in building up traffic fercdmr’tewn; and we invite you de discuss with us, after you have imdicated definitely wnat you will de in the metter ef sarvica and rates and heve wall begua the deing ef a preper ssrvioe, the extent and value ef the damage you have, by yeur Company 's failure, inflicted uren us. We did not agree to ray a bomus to your Compamy fer the building ef a read, but, fer 18s building within = time-linit, for its operation, ime mediately from amd after ocnstruotion, in a manner oaloulated eo help us soll our property at Riela and get settlers there, and for yeur Company 'a cooperation to the end abevs written, Ve have yet to hear anyone maintain te the contrary as te what you were to be P2id the bonus fer, As your Traotion Cempany has net at any peint of time earmed the bemus or any in: tallment of it by verfermsnoe under the contract, se neither the behus ner amy installment of it Las ever beceme payable. : When your Cempany complies with its contract, when the question of damegs to us resulting frem your failure in the rast has Deen thrashed eut, then, sccording te the terms of the agresnent, will be the time te consider the Land Cempany'’s ebligation, if anyp te the Traotien Company and te are ranges terms for its final adjustment, Fe suggested in sur cempremise affer that Yeu consent te a renissien of about emesthird of the Lemus as an offset to our damage, This offer vas maje, first te shew that we who remained solvent in our Company did net maak BY compromise te escape sny personal liability, even though we had suffered great losses at your Company 's hands, and, second, because we sought te get en seme footing or frisndly cooparation with your Traction Company which weuld enable us te 80 forward (te your benefit as well as our ovA Jwith eur emtsrprise and with the sutloek fer whish wa originally bargainsd, and without further loss of time. Te sre new obliged te netify you that, in dellars snd cents, ore-third ef the eriginal benus amount would not nearly offset the actual less and damage te our Land Courany 's interasts whioh your Traction Company's failure under your oontract has wrought. Ve have net asked nor exvsoted your Traction Cempany te "assume a part of the lead* simply because we "have had asseciates who have failed elle te take oare of their end", But, if your Cempany's failure te fulfill its ongegemsents has dn greatest degree and unaveidshly osused sur entervrise to fail, and this omused our associates to fail, and has thus thrown the hurden of the disastfeus outcome upen the sheulders ef but twe out of our criginal group, that cemstitutes a vary different matter. It was with this in vievy that.ve muggested your remitting as mich ef the bemus as prepertien ately night fall es a rorsonal liability uvor theses stookhelisrs of our Company whe had been squeszed out as the result ef your Company 's failure, Thus, these af the Lani fe. who had baen able to stand the sheck ef the Traction Conmanmy's shertnoning have net sought to diminish their liabilities, but 313 seek te shev y-u Rowsyou misht moifically arrange 4 receive all you could heps Di#dsever fren us by a ceurse eof litigation, and at the same time allow the satarnrise te go sm for your Company 's Fanefit ne well 8&8 curs. . It arvears frem your letssr that vou knew that the Ssutharn Pacifio Company will: furnish, substantielly, such trein faoilfities and establish such rates as’'we have askad fer, and that em eur Being with Nr.fsbster of your Company fe Mr. Ketchum of the Seuthera Pacifio Oémpany you are “quite sure wa af readily get together" in arranging train facilities. This being the case, why should we have to €o te the Southern Pacifio officials? Ye 30 not knew the Seuthern Pacific in our Contract tranéeotion with your Traction Company, and we do mot see vhy we should be referred to Seuthsra Pacifico officials te nege‘'iate for services which yeur PTractien Company agrond to furaish. We canret understand why yeur (empany's effiocisls de not make the arrangement with those of the Southern Pacifio and see thaé they ars osrrded eut, and why they have mec dome sepin the past, ROspectfully yeurs:- (signed JWalter M. ¥illets, Vics President, " Yn, Han, Hall, Seorstary. Please soknewledge receipt Peres. o (signed Ma. H. H. | : At the olose of the above statement in which, as a parth to what had been done, Vice President Willett participated, it was moved by director Christenson and seconded by direotor Hall thet the above and foregoing aotions of the Vice President anid the Secretary be and the same are hereby confirmed and appreved by this Board. All the members vresent voting in the affirmative it was so declared and erderad entered in the mimites of the meating The Secretary also made a statement relative te negotiations with ¥ Mr. Lisenby, during the month of June, 1915, as fellows:= - Seorytury's Statement - The first part of June wes spent in remsining quist on our tart towards Mr. Lisenby, 2xuyacting daily to peowive notification that he hed =lactel te proceed witha torsclosure. As told in axnct':0r memorandum er 3tetenent our negotiations with the Tranticn Compeny had reached a aritiocal Stage, and, se, on June 11,1916, I wrote Mr, Lisenby as follows: - San Francisce, Cal,, June 11,1915, A. V. Ligenby, : Fresno, Califernis, Dear Sir: Kearly tve veoks ago we razéived so letter from Mr. Peul Shoup, Pres. T=enno, Tfaotion Co,, which gave us to unddérstand that he would hime geli take up the matter of »n adjustment betvesn his cempany =nd ths Villas Lani Company, Rersuant to that letter we expected that he would be in San Fran-isco during last week, Ke did net come, hewever until tonday of this week. We saw him on Tuesday and laid our case bsfers him, and we fully ecgpect {0 get a settlement vhioh we oan soospt, ineluding 7 favorable train service and freight rates to Bdela, This would leave ‘he way oldéar te 4ak ifm up the overdue note under your mortgage, thersby doing away with EBliddsberis. Mr. Shoup premised te dispose of the matter without Jslay and"¥e‘ara, gaily excecting s letter fram him, Ke left here for Les Angeles, where his office is, the day before yesterday. This ao~ counts for my net seeing you last week ani this week, and I trust yeu will see that I am doing the best fer your interest as well as our own, Regpeotfully yeurs:- ¥n, Ham, Hall Sma, V.Ll.00. On the sams duy 1» wrots $0 mo, the letters psssing each eather on ths way, as follows: Frosne, Cal, June 11,1916. ¥m, Ham, Hall, Pental Telegraph Bliz., San Franaisoe, Cal. Near Jipie. I have heard nething from vou since your telegram of Juna 5th, An ir, Harris is going te be out of town for about six we-ks after next week I have: thouzht it best to let him take up the matter of foreclesure, and will proceed along that line during the coming week, I resret very munh te take thie step but [ think you vill agres with me thet iI have been vr. yee Y 1g x11 4 YA pe : in Lente ol any other ressenable man could expeoti therefors, I have oencluded net te weit any lenger on nnnertainties, Yours very truly: A.V. Ligenby, Thenyen the 16th and 17thy I received the followings Fresne, June 15, 1915. Wn, Ham, Hall, Pestal Telegraph Bldg., San Franoisoe, California, Dear Sire I regret to tell you that ry last letter to you was my final oelclusion. ¥While I fully realize that you are making every effert you can, I also want to impress upon you that I am the sufferer alone in this matter, end without eny fault ef mine Therefore I will net ocntime negetiations any longer. ; Yours truly:e ( signed) Ar Yo Lisenby: FDU Pwr TI Gr ED : Fresne, June 16th, 1918, Un, Ham, Hall, Postal Telegraph Bldg. , Sen Francisce, Cal, Déar Sire I wrote you full in that letter, except ¢ of the seasen frem this since I last saw yeu and de net care about wasting mere time, : Yours trulyie (signed A.V, Lisenby, On June 21st Nr, Lisenby wrote me a letter in shioch the follewing Paragraph ecoursi= "On the express understanding that you will interrese he ebjectien whatever in my cont inueing the preceedings ef fereclesure, I vill extend the time until July 16¢h* x x x I new feel thet I vill be absolutely warranted from every angle in fereolesing en July 16th, I trust that you will be in shape before that time to carry eut your proe Rise to me of payment of the smount New due, Please take this as my ultimatum, The Seoretary explained, in oclosing this statement, that he had made the stipulation with Mr, Lisenby, as to net oontesting foreclosure, ars oorisultation with Vice President ¥illett and all the other members of the Board, individually « all and eaoh agreeing to the preposition, Then, on moe tion of director Willett seconded by direoter Christensen, it was Resolved that the Secretary be and he is hereby authorized and directed to rut such a stpulation in writing, pledging the Villa Land Company net to contest the foreclosure of the Lisenby mortgage, provided that Mr, Lisenby would not take a defioienoy judgement against the company, -Direotor Hall again oalled attention to the necessity of having the advice of an attorney about all these matters. Then, on motion duly seo- onded, the meeting adjourned, Sn Attested as correct: J Hav fatl. Senretary Nimutes of Meeting Beard ef Diresters -« Villa Lani Cempany SDAP ee Aug. 2,1918 A mneting of the Beard of Directers eof the Villa Land Company ws held at the office of Vice President Willett en August 8,1915, at 11 » 'aleck AJM, Present: direoters Willett, Christensen and Hall; Absent; directer The Ssoretary made a statemant er repert of the ceurse ef events in cenneotien with the Tractien Company matter durimg the menth of July. -= Seorstary's Statement oe Wa have met heard from the Traotiom Company er frem Mr. Everts since my last statement, eof July 6th, en which day we sent our reply declining te socoapt Mr. Shoup's preresals, and giving eur ressoms for such stand, There were several peints net ceversd by that answer, awd, se, for the sake of tha recerd, and with the approval eof Vice President "Willett, I wrete Nr. Sheup en the 7th July as felleys:- San Francisco, Californias, July 7th, 1918, Paul Shoup, Esq., V.Pres. Fresno Traction Comyany, Pacific Eleotrio Blig. ‘Los Angeles, California. Dear Sir:e I yesterday sent you an answer, signed by Mr. Villett as well as myself, to your letter of the 22nd of Juhe. The Tresent note is written merely to prevent your possible misunderstanding of one point, which might vell occur if you did not personally look over the record. Vhen soms months ago it was prorosed that I go to Mr. Jasper and later to Mr. Ketchum direct, my idea, based on your letter of March 31/15, was to find out (using your words) "what oan be done and what can't be dons ani the reasons governing®, in the matter of train facilities between Biola and Fresno. Having bvaen prevented then from going, by the aotion of Mr. Webster and Nr. Everts, in contravention of your arrangement, I have since found out through other channsls, what can be done on the line indioated and what it vill oost. Mr. Everts seems alsc to have found (his letter of April 20 J that we have not had “proper freight rates and train facilities¥, hut that ve should have them, and that the Traction Company can Yobtain"them: and you Pa s2em to have found out that the virain service should be readjusted so as to make it more satisfactory", that Mr, Ketohum stands ready to run trains, substantially, in the way we have contended that we are entitled to, and that we can get fair rates established bstwesn Biola and the outside world by taking the matter ur with the Southern Pacifio Company officials. Hence, there seams to be no reason now, sush as there was back in Maroh and April, why I might to any proper and useful purrose, take the matter up with Mr, Ketchum, I oall your attention to a paragraph on the first page of a lete ter from myself to Mr. Everts, under date of April 11/15, relating to the then proposed interview with Nr. Ketchum, as follows: “In this connection I wish to say to you that although I vam en$irely willing on Mr. Shoup's and Mr, Webster's mggestion, *to follow the matter up in this way, in endeavoring to assist in "the olearing up of the embarassment by whioh the Trastion Company “seems to be confronted on this score of train service to Biola, “yet. I an not to be understood 2s accepting a shifting of respons sibility in this matter from the shoulders of the Traction Come Yoany to those of the Southern Pacifico Company, The Villa Land "Company 's sgreement was,-éfioourse, vith the Presno Traotion “Company. If ve have seriously to take the matter up with the *S.P.00.y I supvose our courses would be to do so before the Rail "road oommission®, ii This should make clear to you, when read with our letter of ype terday, why it ssened useful ani propsr for one of us to go to Mr. Ketchum two months 889% but why ve decline to follow the matter up with Southern Pacifio officials now, on the vase, more especially, of the proposal you have made, Respectfully yours:=- (signed Jia. Hams Hall. Ssaretary, Villa Land Co, One other point Vine President Willett and I thought it well to cover, 80 that on July 20th, I wrote Mr. Shoup as below, Of course we 1iAd not exyect answers to theses last two comminioations. Postal Telegraph Building, San Francisco, July 20,1915, Paul Shoup, Esq. ? Pacific Eleo. Building, Los Angeles, al, Lear Sirie Without saorifioing or modifying any right which it has or may have in the premises, and without admitting the validity of the olaim which your Fresno Traction Company asserts against it, the Villa Land Company hereby renews its former offer to give the Fresno Trastion Company at the rate of $60.00 per acre to olear title, from the Fresno Traction Company 's olain to about 30 acres of land, of which about half would be in Riola Townsite and half in Biola Acres, all to be specifically desoribed, of nourse, This 30 aores, more or less, would embrace the lots and scras for the sale of which the Villa Land Company has made contracts, and the yrimary objeot of this renewal of our original offer, is to be able to give title without delay to sush of our lot rurchasers as ray tor their lots, The oourss thus far insisted upon, by the Fresno Traction Company with respect to its releases from its olaim, is impracticable, unjust, would entais unnecessary sxpsnss for title certificates and rscordation of ree leases upon the Villa Land Company and harassing delays upon lot purchasers, would immensely mltipay trouble and annoyance for the Traction Company and without any correspunding tenefit whatever, and we renew our protestations egeinst it, Yours truly:- (sizned J¥m. Ham. Hall Secratary Villa Land Co. Duplicate mailed to Flood Building. The Seoretary finished his statement by saying: It remains only to review the course of this controversy or these negotiations, with the view of making a record that may sometime bs of use in quickly getting at its important roints, Then on metion duly seconded and carried, the meeting adjourned- WA nce Mails Sacretary- Minutes of Meeting Board of Directors « Ville Land Company Ootober 18,1915, The Board ef Directors of the Villa Land Company met at the office of Vice President Willett en Monday, October 18,1918. at 10 oclock AN, Present: Directors Willett, Hall, Christenson and Burr. The Directors examined and srproved by signature the minutes of a nurber of back meetings. The Secretzry, Hall, rresented the following communication: San Francisoe, Cal,., : October 14, 1915. To the Directors and Stockhelders of the Villas Land Company, San Francisco, Califernia. Gontlenen;« As 1 heve frequently represented to each stockholder and direetor sererntely, and as I have several times mentioned at our neetings and conferences, it is necessery that we, as steokholders and directors instruct the secretary as to the disposition in our company accounts of moneys cone trituted te company funds by stookholders in sn irregular manner «-» net in conformity to the laws regulating the levying of assessments. The Secretary sannet, of osurse, take the resronsibility ef determine ing whether these moneys are to be regarded as paid-up assessments or as individual loans. In some oases there mey be ground for difference ef opinion on this point, It is not a matter to de Passed over lightly by any one stookholder. Each one has a moral ss well as = legal responsibility in the matter, : The law requires an incorrorated company to keep presoribed books, shoring systematically its receipts, disbursements, debts snd oredits. Me such set of books oan be made out for the Villa Land Company until the character of the above receipts, Nistbeennduterninbds =Anycnédékhadlder who selbs his steok without the purcheser being fully informed as to the situatien may lay himself liable to have the purchese consideration. recovered from hin, A purchaser Ville Lend Company stock could not be se informed in the absence of a set of Looks duly posted. Although very mish labor has been expended in an endeavor to straighten eut tangled memoranda, no such set of books exists and the Secretary is obliged to again disclaim re- sponsibility for its absence end to decline te assume responsibility in that regard for the future until he receives the definite instructions here- by asked for, Aside from all this, is the point that we have represented te each of our principal orediitors that our company was out of debt except as to their olaims and certain other special obligations == net including debt to stockholders for moneys loaned to the company, On each such oocoasion your secretary has brought the matter up with you, and each time he has been met with verbal declaration that we would proceed at once te straighten the matter out in accordance with our decleration, But he has never been able to get such action as necessary for the purpose. There are, then, legal as well ee moral cogent reasens to others as well as te each of ourselves why we should aot in this matter at once and your secretary firmly requests that this be done, Yours truly:e ( signed J¥m., Hem, Hall, Sec. The Secretary drew attention te the fact that the Board had at a meeting held on June 10,1914, on motion ef Director Hall, seconded by Director Willett, and vy the affirmative votes of Directors Hall, Christenson, Willett and Burr, passed a reselutien as follews:- aselyed:- That all moneys heretofore advanced er leaned by the several sharéholders te the treasury of this Company be and the same are by the ocensent of each such shareholder, hereby gprdered to be sredited te the treasury to meet agreed assessments." The Secretary explained that action had never been taken under this resolution, as he suppesed each Directer new, becauss when it came to getting the consent and dirsotion ef each sharsholder in writing (a necessary protootion be the Secretary as well as indispensable record fer the Company J) several of the shareholders refused te give it, and, ef course, ne one .shareholder would relinquish olaim to meneys contributed by him unless all did the same. Direotor Hall appealed to the other Directors to rursue the course indicated by the resolution, to ratify theinimtes of that meeting by sige nature, ana, as stockholders, te each vouinISh Hn to all moneys leaned prier to June 10,1914, and te authorize and direct the Seoretary te enter the items of ways 30 advanoed, as moneys vaid in on account ef steck oalls. His prepesition was « that the rresent steokholders should reline quish to the Cempany, proportionately te their stock ownerships, their olaims to moneys loaned er advanced by them, and individually instruct the Secretary te wiv such meneys as though paid in en segularly lotied assess- ~ ments. In this way only oould the Company acoounts be adjusted so that an assessuent collectable by law might new be levied and osllected in money, and the company mist have money to contime, even to protect itself and its steckholders, ‘Director Villett opypesed taking this course. He was willing to apply moneys loaned to meet all assessments which had been regularly levied by resolution of the Beard, tut he was net willing to relinquish his olaim on any ueneys advanced by him whish had net besn oalled for by an assessment resolution. Directer Hall oalled attention to the paragraph next bsfore the last in the oonmunication nov before the Board, to the effect that we had made representations to both Mr, Lisenby and Mr. EdeeSs#sthat our Company vas out of debt except as to the mortgage amd bonus liens and certain other indebtedness, eto., and said that fe right thing for us to do, even at this late dats, would be to individually Solitmrish olaim to moneys advanced and so vost our acoounts as to make those representations at least to that extent, trues as of that date. Direotor Villett said that we would have made 800d our representate ions had our appeals to Mr, Lisenby and the Traction Compsiy been complied vith =~ we would have relinquished personal olaim to seneys advanced to the Company he Mr. Lisenby complied withneur requests as to deferring Payasnte on his mortgage and had the Traction Compaby complied vith requests made then to them, Direotor Hall reminded the Board that we had, early in 1914, written both to Mr. Lisenby and Mr. Shoup and told Mr, Everts that we were levying regular asnessment: as fast as the law vould permit to get in the money to meet our obligations to Yhen, but that when the assessment of March 20,1914 - was levied, we hed, aginst his protest, arrlied the assessnent proceeds which we should have pridisn on our stock, towards absorbing moneys which we had before advanced to the Company treasury, an, 80, the company treasury had not been recouped in cash by that assessment, and, except that of June 10,1914, we thereafter stopped levying thems He considered that this might he construed as an act of bad faith, and he progestel against it and now desired to mend it, as far as it could be dons, Director Willett said that his recollection was that we had said ve would levy suoh assessments and not that we had done so or wsre doing so. Director Hall said that he was positive 1Rhat the letter to Mr, Lisenby said that ve are nov levying regular assessments and he said that he had on file an office duplicate signed by 211 the Directors, and also the original draft made by Dircotor ¥illett himself in those very words. On motion of Director Burr, seconded by Director Christenson it vas then ordered that the resolution of this Board passed at its meeting on June 10,1914, reading as follows: Resolved that all moneys heretofore advanced or foanes by the several stockholders to the Treasury of this Company be aml the same are by the consent of each such shareholder, hereby ordered to be orsdited to the aoccoundyof each suoh shareholder as having been paid in $0 the treasury to meet agreed assessments," be and the same is hereby resncinded and that aotion of the Board be and is hersby revoked. This rescinding motion was carried by the affirmative votes of Directors ¥Willett, Christenson and Burr. Director Hall voted against it, Yhe Seoretary then explained that all aoheys or oredits contributed by the stockholders from and after the call of September 19,1914, except so wick thereof as necessary, in each case, to mest their ssveral proportions of the assessments of Maroh 20th and June 10th, 1914, would have to be entered as moneys loaned to the Company and carried =s such ine separate open ledger avsount with each such stookholder. And he asked speoifio instruotions 80 to do, Messrs W.M,¥illett, P,L.Burr, and S. Christenson, as stookholders, then sach agreed and promised to give the Secretary suoh instructions with respect to the moneys so advanced by him, and without delay. Seoretary Hall then presented and delivered ie Vice President Willett four other communications, nanely:e One asking for instructions as to what to do with respect to communications from those persons who had sighed contracts to purchase Biola Lots and Aores, eto. One oalling attention to the condition of our relations with the Wells Realty Co., eto. One asking for instructions as to what to do for the oare and Protection of the properties which we have, ato., ond One urging the em:loying of an attorney, sto. Then, on motion duly seconded, the Board adjourned to meet on Vednesday, Ostober 20,1915 at 11 A.M. It being understood thet the purpose of such meeting would be to consider the commnioations handed in by the Secretary to this meeting, as above emimerated. Attested to as correct. ee Attacs thatd. Secretary. These minutes are hereby approved - Director Minutes of Meeting oF Board of Directors « Villa Land Co. A 73.4 $ Oot, 20 3 ot. 20th, 1918 X WN : No WW The Board of Directors of the Villa Lang Company met rt the office of Vice President Willett on Jotober R0,19186 at 11 A.M, Present:= pnirsstors Burr, Villett, Christenson and Hall - The meeting vas oalled to consider comminieations received at its meeting of Ootober 18th,1915, fro: the Jeoretary and Manager, and whioh vore not then acted upon, as follows:- San Franoisoco, Gaotober 14,1915. The Board of Directors, Villa Land Company, San Frsnoiece, Gentleaen:- I ask for instiuotion as to vhat to de vith those parsons who have signed oontracts to purohese Biola lots or aorss. The subject has nny phases, necessitating oonsiderstion in detail, ama, in my opinion, the advice of an attorney fully informed =s to the facts. Some of our purchassrs na» wontimeing to pay up. A group of others are threaten ng to bring mit agrninst us. Several are waiting to have an interview with ne as Nonager and try to nmeke some arrangement for their relief or the adjustment of their 02898. One of these namo to sae me here in the olty to speek for himself snd several others. I did not, of course, know vhat to tall him. I firmly decline to take any further responsibility in the matter or to aot for the Company sxient on eracifio rosolution of our Board of Directors, ; Reupactully yours:=- (signed ) Wm, Ham. Hall, Manager, ¥ith respect to the subject of the foregoing communication, Direotor Willett said that there a: psared to be or might be at least several olasnas of oases to be deslt with = namely ie Zirst:~ Thome purchasers who are not in arrears but whose lots are yet subjeot to both the Lisenby Mortgaze as well as the Traction Company olaim of lien, Second:~ Those who are not in arrears but whose lots are yet subjeot to the Traotion Company's claim of lien, only, Ihird:e Those who ware dslinmant in payments ani whose oontraots thie loard ordered. .sannalled, and whoss lots wers mbjsot to both the Lisenby mortgage and the Traction fompany's slaim of lien, Fourthie Those who vere delinmeny in payments and whose nontracts this Board ordered cancelled, and wicso lots were subject to tha Traction Company 's claim of lian, only. Fifth:« Those who were delinquent in payments And whose contracts rare not ordsred camaelled, Lut whose lots were =ibjuot to the Lisenby mortgage at the Traction Company's lien. | Sixth: Those who wers delinquent in Dayments, ut viose sontracts vers not orlered caloelled, and wiose lots wers subject to the Traction Company 's elaim of lien only. Seoretary Hall acuicsund .u tho olmgsifioat 08 sade by Uireotor Willett, ~rd oalled att ntion %¢ sie faot that the difference in the status © ths lot purchasers seemed to oall for consideration of sach class of cages separately and wiler tie aivise of xn attoragy. The Seorstary said that Mr. Geoy P. Valls of the Walle Realty 00. is, as a lot buyer, in the first class above enumerated == he has a cone re freot gor 2 lot on whioh he has always paid ug regularly, wt which is yet subjeot both to the Lisenby mortgage and the Traction Company 's nlaim of lien, Also, that J.M. MoDonald, the Company's foreman in ohsrge of the property, has, by purchase frou anothup purty, a contract for a lot yet subjeot to both the Lisenby mortguge and the Prsotion Company's lien, on which lot the payments were far in arreare, but vhish ocontraot, as an aoe sourodstion to MoDonald, the Company 's smeloyes, vas aot declared forfeited . MoDoniald undertaking to ray up the arrears out of his wages at the rate of $26.00 wonthly whioh i.e is now doing, Alwo thet the store-keepsrs tmith and Faucet, have a oontract on two lots, on which they have paid up to several ronths age, and on whioh they desire to oontinue paying, tut want to knew somathing of the outlook oS for settlement of the title upon them. Their lots are free from the Lisenby mortgage but are subject to the Traction Company's claim of lien, We must give them some answer to their inquiry, The Secretary said that as he was advised that each of these cases should be dealt with on mdvise of an attorney, he asked for instruotions in the light of such advise. If we are not complicating our affairs by ec doing, we should accept the money tendered. But the Sesretary deolined to take the responsibility for so doing. No further action was taken on this subject, The next letter submitted by the Secretary was as follows San Francisco, California, October 14,1915. The Beatd of Directors Villa Land Company, Ban Francisco, Cal. Fentlemen:e I all your attention to the sondition of our relations with the Vells Realty Co. I do not enter in this note into details of oxplanate ion as to the status of the suit whioh that company has brought against our Company. These will te given you verbally. . The Wells Realty Company is still assuming to act as our agent in several ways, and we are suffering it to do so. I am advised that this is, to say the least, bad business polioy for us and may result in come Plicating our legal relations with them. Respectfully yours:- (signed J¥m, Han. Hall Seoretary. The Secretary again, verbally, asked for definite instructions as to what to de with the Wells Realty Company, but ne action was taken, The next communication presented by the Secretary was as follows:- Ser. Pranocisoo, fal, Octobar. 14,1915. The Board of Directors, Ville Land Company, 8an Francisce, Cal. Gentlemens. I ask to be instructed as to what to do for the oare and protaction of the prorarties we hsve., Ye owe at Presno and Biola several hundred dollars new more than we have the money available te pay, Our looal expense at Biola will continua to be about $125.70 per month, I recommend that ve rrovide immediately $260,00 to pay bills and accounts fer rast months and $125.00 to cover those for the current month of Ootober. I ask for instructions as to ocontimuing to pump water for and surply it te the Southern Pacifio Railway sngine, and to the two or three parties who have bought from us or rent from us. We are liable to have le grass fires on our section during the present month, and we mist take oare that our ildings and the buildings and fences of others are not destroyed thereby. I ask fer instructions and means to carry them out. ! Respectfully yours:=- (signed J Ym, Ham, Hall, 2 Kenager. The members rressnt agreed individually to loan the Company proe £9Ttionately to their stock holdings $400,00 to cover the above and other expsnses up to the end oi’ the current month. It was the ssnse cr the mmeting that the pumping should continue, and that the foreman should guard against grass fires. The next sommunicetion presented by the 3ecretery was as fole lows:- San Franoisoe, ‘Ootober 14,1915, Tho Board of Dirsotors, Ville Land Company, 8an Francisce,Cal. Gentlemen: I earnestly represent io you in writing, as I haves repeatedly Lrought to yuur notice in words within the past several months, the necessw ity for employing an atiornsy or sttorreys tc look after tho legal business of our company and to adviee us as 10 vhat we can ard should do in the severe 21 business entanglements into vhioch ve have some, Our present curse oan only lead to more mistakes of a legal nature being made br us, and result ir our being held in low costimation as a board of business men, by these vith whom we have these ohtanglements, ¥s have had too mush disastrous exe verienve ofsaktempling to be our own lawyer. I represent that as kanager =nd Secretary of this Company I am in urgent need of disinterested coupetent legal wdvine, in order to know what to do for the protection of intsrasts of the stockholders and preservation of some value in the stook. I heve, as reported to you several weeks ago, enlisted the servise and advise of my attorney, Nr. Scrivner, in one or two rhases of our Company troublas, and I have already made a small account payable té him; Put this tentative arrangement cannot go on, Either Mr. Scrivner mst bs emrloyed by the Company, or we mist sacure some one else. I will net be rosronsible sither as Secretary, Manager, or Directer, fer any affairs of the Company without beinz advised by a competent, disinterestei attorney. In this connection I call your attenvion to the faot that I am decidedly the largest single sisokholder -- that I have ss much stook as any two, combined, of the other stooknolders, ani would have te pay proportionately a greater part of attorney's fees and exvenses. I have objected and de object te any attorney being empleyed whe vill oeme into our service from any speculative purpose on his rart cone Looted with the sale er transfer of any ones stook, or with a reorganisatien 0 the soupany or rehabilitation or financing ef the snterprise. I insist upon em;loying an attorney as such, only, and on such terms that we, not he, 2an contimie to opntrol our company affairs, I have objected and do objeot to the employing of an attorney whe is to finance or help finance any of our number, because that faot would constitute a reason fer that stookholder becoming so entangled with our attorney as te make it difficult fer us te control our own affairs. I cannet think it anything else but unfair and inconsiderate that, I, the largest ® Sue stockholder, should for a moment be expected to give my interests over te an attorney who was being bvoulAt in for the socemejatier of one of the smallest gtookholdiers. : I have objected to and do object to the eupleyment of an attorney rithout some oontrolling unierstaniing of the maximm amount to be reid for his services or on any understanding that he is to be raid in yroportion to the "value of his services, because we would, by such an arrangenant, be, Probably, laying the foundstion for anether leweunit, Us can get our business all, as a whole or in Parte, atteniel te Yor fees whose maximum will be “nrewn snd apgreel to in sdvanse, and te be proportioned to services ronde wed -- that is tice and labor spent (net proporte ioned to Wvalue® of service J The “value® of a service is alvays a disputable roint, The value of time gpent in a service is far less disputable. I request that this matter be uetiled and an attorney be empleyed vithout further desley, and that ve individeally pledge ourselves to bear our prorortion of the fees end losal expenses, Fespectfully yours:- (signed) ¥m, How, Hall, Seoretary, 71th respeot to ths employing an sttorney, Dipeotor Willett said Be Aig Tot. g0e the fiscessity oy om Loying one imusdiately or for the next couple of weeks. He undertook to look up the subjeot vith the view of finding en attorney whom he eould recomnend for the sonpany to eavley, Ho further astion wes tnkan, Then, on mption tha Roerd adjourned. Attostad es norrentiw Wr Hocflartl , Ssoretary, Avproved ie Dirsctor The Secretary reports in referenge to his communication No. 2, dated Oot. 14th, that there are at least two purchasers of lots in Biola aores whose lots are still subjeot to the Lisenby mortgage ani who are nok in arrears to ay gaeas ext ent in their payments. One of them is Wells of the Wells. Malty Coe, who has purchased one aore in the southwest oorner of the seotione The other, aco ard.ing to the ‘present recollection of the Wniien is one Waybright. The Seoretary calls attention to the fact that there is a class of these persons who signed contracts to buy, namely, those whose lots oT acres are not under the Lisenby mortgage or have been releasel from the Lisenby mortgage, but are still unier the Traction Company's lien These oonsist of three or four, who now insist upon paying ub. For the purpose of this agreement, there are some prsons under all of the following heads, Who are at mesent anxious to make a payment, these being as follows; Thome Who are not in arrears and whose property has not been releasod from the Lisenby mortgage or ‘the Traotion Co. mortgage. Beconiiy, those who are not in arrears, but i Property is 13 subjee ubjct ay Tp mts ,00 # ort gage. Thirly, thbge Sonsntvastorey wh 19 3004 hae deolare their interests forfeited and Rhose property was subgost oc to the liens. of the Lisenby and the Traotion Co, Fourth, as unier the 3rd olawce,: who property has been declared forfeited anl whose property was only under the lien of the Traotion Co. Fifth: . sve are twc oases, one where the property was under the Lisenby morgage, but were in Avatw sme guaranteed an oxtention of time and did not ETSY they individual « Sixth: Where th® property was free from the Lisenty mortgage ani where they were in arrears ani we did not notify them of cancellation. ‘The first one being the case of Donald, who is our employe there, and the seconi, being the oase of Smith & Faucet: Who have a stare there* They too, both desire to keep on paying it =) | and unless we are in same way complicating ourselves by accept ing their moneys I should recomsnd that we would accept it, but we want to know what we are doinge The Seor~tary desires information from the Board governing his action in regard to these particular oases © In regard to the 3rd letters Secretary reported that me hal been inforged by our foreman in ola rge of the property that Wells has been assuming to still be the agent of the Company and is exercising all the duties as such agent* The Seoretary wishes information as to what the Board wishes done in regard to this Particular matter IN regard t0 communication No. 4, the stockholders have agreed to loan proportionately a gross sum of $400.00. In regard to the pumping, it was the sentiment of the meeting that this pumpins should contime ° ‘zn regard to grass fires, the Superintendent being continued on the grouni, that point will be covered. Ninutes of Meeting Board of Directors of the Villa Land Company Nov, 13th, 1915, The Beard of Directors of ths Villa Land Company met st the office of Viee President W.M.Willett at 11-80 A,M. of November 18th, 1915, Present W.M.Villett, P.L.Burr, 8.0hristenson, H.C.Mentgonmery and Wm, H. Hall, The sev ral nombers preduced their credentials of election as Directors by the Stockholders ef the Company at its anmal meeting this day held pursuant to adjournment from yesterday, as shown by the mimites of the stockholders ussting, ~The individuals present having thus qualified as directors, W.M.¥Willett vase called to the Chair and V.H.Hall was called te serve as Secretary. The Chair announced that no:inations as President were in Direoter S. Christonson nominated P.M.Willastt, and this nomination being seconded by Director ¥.H. Hall, and there being no other nomination, a ballet was called which resulted in Direoter W.M.Willett being unanimously elsoctsi President, Nominations for Vioe President ware oalled for. Directer Burr preposed that Direotor Hall be named as Vice President and slse Seoretary. Director Christenson seconied the motion, The question being tut, Director Hall was unanimously elected Vice President and Secretary, The Chair oalled for other businesw. Whereupon H,¢,Montgemery representing Sorivner and Montgomery, Attorneys at Lav, presented the following ooumunication, which he said he had been trying to deliver in person to Vics Presid-nt Willett for the vast five days:- November 8th, 1915, Villa Land Company, Attention of WM. Willett, Esq., Vice«President, San Franoisce, Cal, Gentlemens (EN RE WELLS REALTY CO. VS VILLA LAND OJ: Some time age, Mr. Wm. Ham, Hall (an old friend and olient of this office, and Secretary and Manager of the Villa Land Company) oensulted us regarding the above entitled aotion. As it appearsd that the time to answer had expired, and there was no answer or other ape Pearanoe er written stipuiation on file, Mr. Hall and ourselves thought it dangereus to the interests of the Company te permit the action te stand subjeot to a default being entered. VWs, tharefere, at his request filed a general demurrer ter the sole purvese of prevents ing such default, We realized that the Hoard of Directers had not aoted in the manner, and so far as the Villa Land Company is concerned we meke ne olaim whatever fer compensation, Vo are advised by ¥r., Hall that he has earnestly requested you, in writing, te errley Counsel in this case, but so far as any of us are informed no sotien has been taken. ¥e de not care to be placed in an equivecal resition and therefore we have conaluded to withdraw from the case, 80 that your Beard of Direotors may not be hampered in selecting someone to repre= sant you, we ars enclesing herewith Substitution in blank, which you oan fill out and file, i You will kindly give this matter Your Proupt attention, as ve desire eur names to be withdrawn as the attorneys in the case at ence, and te have plaintiff's counsel so notified. Yours very truly:- ( signed JSorivner & Montgomery. Mr, Montgomery also presented a subsbdtution signed by his firm} and the same was acaspted by the President for the Company and W.M.Villett was substituted for Messrs Sorivner and Mentgomery to sarve temperarily for the Zompany as attornsy in the case of Vells Realty Co. vs Villa Land Comnany, Director Montgomery delivered to President Villett an amended answer ef tha Fresno Traction Company in the case if A.V, Lisenby ve Villa Land Cempany st als, Director W.H. Hall urged the Necessity for immediately selecting and empleying an attorney to represent the Villa Land Company in the cases of the Wells Realty Company ve Villa Land Company and A.V. Lisenby ve Villa Lani Company -- in the latter oase, te preteot our Company's rights as against the olaim set up by the Fresne Traction Company. On mgtion of Director f.H.Hall, seconded by Director S. Christe ensony, Direoters W.M. Willett and H.C.Montgomery were unanimously named as a committee of the Hoard of Directors to look into the matter ef Selecting such an attorney; it being understood that the Committee vould meet at the office of H.C.kontgomery en Monday Nov. 15th at 3 P.M, and immediately proosed to this duty, The Secretary presented a communication from V.S.Carpsnter relative te establishing a cheess factory at Biola, as below, and en motion the Secrstary was instructed to answer the same as alse herein transcribed - 268 Market St., San Francisco, Cal, Nevember 9th, 1918, Villa Land Company, Wells Realty Ce., Fresne, Cal, Gentlemen: Pursuant to our conversation of even date will say that I am looking fer a location ter a cheese factory and have your town of Biola under oonsideration, In the event of looating a plant at Biela would ask that you put up a building te cost not more than One Theusant ($1,000, ) Dellars, same to be constructed after plans that I vill furnish, and ..— rent it to me at a rental that will show you ten ( 10%Jper cent on the cost of the building for a term of five years, This building te be built on ohe of the aore lots in the outskirts of your townsight vhere it will have the best dra nage. At the time of said agreement to build this building for me is sntered inte, I would ask that you also enter into an agreement whereby this building together with the acfe of land becomes mine without further payments of any kind on my rart at the end of five years providing that I conduot it as a cheese factory during that time, It is np doubt needless to peint out te you the advantages te your townsite to have sush an industry located thrre, but will say that outside of the payrole vhioh will amount te about four hundred dellars a month, such a factory will net only bring the ranchers te town oftsner but will pay them mere money fer their milk than marketing it as cream wii for vutter purposes. Again fron the standpoint of transportation, 100# milk makes 10# cheese while it makes but 4 butter. Se the RR Co vill receive more freight from a oheese faotory than from a butter factory. : ¥y reason for asking that you make suoh an arrangement regard- in g¢ the building is that in the event of successfully condusting suc 2 business I want at some time to own the plant so that I oan make additions, eto., to suit myself. If I do vonduot this business for a Peried of five years it may be reasonably supposed that it is a success and will be vermsnent. That a rermanent business that will handle the ranchers produot in your tewn and pay them better returns than they can get slsewhere is worth what I em asking, goes without saying. The writer expects to give you bank references ani te preve te you vithout a question of doubt his reliability should you look vith faver on the plan, ! Thanking you for a prompt reply, I an : Yours very truly:e ( signed W,3,Carpentar. #604 Postal Telegraph Bldg. , San Francisee, Oal., Nev.13,1915, Mr, ¥.5.Carpenter, 268 Mentgemery St., San Francisee, Cal. Dear Sirie Your letter of November 9th smddressed to the Villa Land Company through the Wells Realty Company has been received and considered by the Hoard of Direotors ef the Villa Lani Company, and I an instructed te say that just at present it will be inzossible for the Company te finally consider this proposition, but we hope to be able to do something of this nature in the not distant future and as soon as practicable why I, as Secretary of the Coupany will rrobably oall upen you and talk the matter over, Yours truly:- VILLA LAND 00, By Wm.Ham, Hail Then ugzon motion or Director 3. Christensen, ssoconded by Director H.C.Montgomery, tha Board adjourned. Attestel as sorrecti= ooo Alotl or emmy, mtr alr Mimutes of Moeting Beard of Directers « Villa Land Co. EE ———————s Nov,223, 1915 ooo The Beard of Directors ef the Villa Land Company hdld a special meeting at the office ef President Willett, en londay, Nov. 23, 1915, at 11.30 AN. Present: Direotors W.N, Villets, H.0. Montgomery, 8, Christane sen, P,L, Burr and Wm, Ham, Hall - ‘Directer Mentgomery, as a member ef the Comittee appeinted at fhe meeting of the Board held eon Saturday, Novel8, to select and ree igen the availability ef an attorney to rapreasnt the Cempany in the case of Vells Realty Ce. vs, Villa Lang Company and in the matter of the olaims set up by the Fresno Traction Ce. ia the cress complaint entered in the cause of A.V.Lisenby vs Villa Land Ceapany, reported that his asseotots, Director Willett. on the committee had failed te keep the engagement to take the matter up en Menday, the 15th, and subsequently had beth telephoned and told him $hat he did net see the Necessity fer employing an attorney, for the reasen that he had about concluded 4m mrkangement to make a New contract vith the Wells Realty Company, whereby the Vells Realty Uo. suit would be sot aside or oems preuised, and he was in daily expectation of making some adjustment of the difficulty with the Traction Coapany, whereby that matter would also be settled. Direotor Hall asked what the arrangement with the Wells Realty Cempany was te be. Direotor Willett responded that the idea was for the Villa Land Company te give the Wells Realty Company a new sgeloy oentract limited as to time and conditioned upen some certain and satisfactory proportion of the rroperty being sold within a year or seme other short time limit, Director Hall said he did net understend how the Villa Land Company oceuld make any such contract, seeing that the Lisenby mortgage would certainly be foreclosed on the property and the Villa Land Ceme Pany had ne means to redeem it, Direoter Willett responded that that voint would be covered by the other arrangement he had in pregress. Director Mall enquired as to vhat that ether arrangement was, Director Villett respended that he had for some time been in negotiation through Mr, James Sweeny, Atty. at Law, with Mr. Everts, Atterney for the Fresno Trastion Company, fer the sale of his (Villetts) stock in the Villa Land Company, together with that of Directer Burr and Directer Christenson,to Nr. Everts and he understood that it was the intention of lir, Everis,or of those whom Mr, Everts repposented in the matter ~ the Fresme Traction Company ~ as he was informed = te make, when they came in contrel ef the Villa Land Company, a new deal, such as above indicated, with the Vells Realty Cempany, and to arrange fer financing the Villa Land Company. Directer Hall enquired vhether the stock deal spoken of included only the stook of Messrs, Willett, Burr and Christenson, or whether an offer for all the outstanding stock eof the Company had been made. Director Willett respbnded that the effer was only fer the stock of the three holders memtidned’ that no offer foF the stook of Director Hall had been made, and that Mr. Everts had, through Mr. Sweeney, said that he did net want the Hall stook, but enly suffioient to control the Company. Directer Hall enquired as to the terms eof the contemplated sale. Director Villet respended, substantially, that they had not been settled. It might de that the sale would be made upkn the basis of some "oontingenoy®. He had for seme time been expecting a final dee velopment daily: and felt certain ef getting this development this wxl— week or next veek. If before the end eof the. week he did not consummate an arrangement with Mr, Everts satisfactory to himself and Messrs Burr and Christenson, then he would be willing and ready to jein Directors Hall and Montgomery in meeting the Vells Realty Company and Fresno Tracte ién Company oentests and employing an attorney for the Purpose, Director Hall said that the situation seemed to de that Director Willett with his associates, Directors Burr and Christene son, were delaying action in defense of the Company's rights while they could get time to sell or to make some other private arrangement ae to their steckholdings with Mr, Everts, Director Fillett acknevledged thet such was the case. Direotor Hall said that it seemed to be a clear case of the majority of the Board of Directors deliberately sacrificing their Company 's interests for their ewn individual gain or advantage. Mr. Everts being the attorney for beth the Traction Ce. and the Vells Realty Co, -e the Yeneuy®, oo te speak == the majority of this board vere selling eft to the "snemy®, to the detriment and Possibly the ruin of the minerity, Director Willett responded that he did not understand it te be the Pregran of Mr. Everts to impese upen the minerity in the Land Company, He (Director VillettJunderstood that Mr, Everts expected to arrange with Mr, Lisenby, by payment ef $10,000,00 cash, te in seme way held up the mertgage foreclosure Preccedings, and get an extension of the mortgage, or a new one, from Mr. Lisenby; that the $10,000.00 was te be raised as a lean by the Villa Land Company and be repaid by assesse aonts en its stook, that the Traotion Company would waive interest on its claim and extend payments fer five years; and weuld give a very favorable train service ang freight rates; and that the enterprise would be pushed te a very successful conclusion, Director Hall said that he thought the Pregran vas impractical, Mr. Lisenby had repeatedly and firaly refused te make any arrangezents on the basis of the payment of any such smell min as $10,000.00, and, he, Director Hall, sould not believe that Mr. Lisenby had changed his mend on that point now, Moreover, Mr. Everts might be mistaken ém his idea of what those whom he represented would do in management of the Vildephina Company enterprise; and he, Directer Hall ventured te think that Mr, Villett was mistaken in his idea of what Mr. Everts had said or | intended on that point, Director Hall thought that there was nething more to be shad on the subjects Messrs Villett, Burr and Christensen, as indivie duals were proposing te sell out to the Villa Land Company ’s opponents in the pending litigation «= had been propesing to do so fer seme tine back. The fact that the Board refused, for this reason, to empley counsel and set on his other reeenmehldations hereteiore put in writing to it, was what he sought to make of record. For his own part, he was not seeking a centest at law with the Traction Company and the Wells Realty Ce. but he had yet te learn that the way to get a fair adjustment of any business difference was to put yourself in your opponents abselute power, Ho reminded Directors Willett, Burr and Christenson that had his associates been always willing to pey up their part ef the Company ’s obligations as he, Director Hall, had been, there vould have been no failure and no loss te any one, Director Villett said he was willing that the Company should put in a demurrer to the Traction Company's Cressecemplaint, and that he would join Director Montgomery in so doing if within twentye four heurs he did net hear semething definite regarding clesure of the deal he had on foot or arrange for a continuance ef the oase which is to come up en Saturday the 27th ( this weekd. Director Montgomery declined to join with Director Willett in such action, saying he did net oare to assume the responsibility of an attorney in the matter except he was employed as such, He suggested that Direotor Willett Put in the demurrer higself. Director ¥illett undertook seo to de, in the contingency mentioned by him, On motion the Beard then adjeurned. Certified as Correct. Weta... i aff 4 Secretary. Director al he Slals Bagiasss, Sacramento, Gelrwary 5, 41883. To the Honorable Members of the Assembly of the State of California: In the General Appropriation Bill for the support of the State Government for the thirty-fifth and thirty-sixth fiscal years, is an item which, as amended by your Committee on Ways and Means, will read as follows : “ For the completion of the State Engineer's irrigation investigation, report and maps, and the State maps, as per estimate in the Third Progress Report of the State Lingineer, for making a correct outline map of each county in the State, for correcting the official descriptions of county boundaries, and for a Report on the said corrections and changes to the Legislature of 1885, twenty thousand dollars.” In this connection I respectfully call your attention to the inclosed Progress Report, and especially to the first six pages thereof, and to the maps, tabulations and manuscript matter in this office (Room No. 60), hoping that having examined these, you will be prepared to vote for this appropriation, and thus save to the State and promptly put before the people the results of nearly five years of work already expended, and which as you see by the seventh instruction to the State Engineer, were intended to furnish the information necessary to settle some of the very questions which are now arising before you in this irrigation matter. The estimate for completing this work has been put at the least figure; 1 assure you that there will be no economy in cutting it down. The State maps all serve as a basis for the report; they are necessary for it, as I might explain did it not take too much space in this paper; and they will be valuable to the whole people of the State, outside of the connection with this report on irrigation. In this connection I call your attention to my communication to Hon. J. 'I'. Campbell, Chairman of your Com- mittee on Ways and Means, written under date of January 25, 1883. Referring to the county boundaries’ portion of the item, I call your attention to my communication to the Hon: D. N. Hershey, Chairman of your Committee on County Boundaries, written under date of January 24, 1883. As supplemental to the whole matter, I call your attention to the Report on the Sewerage for the Deaf, Dumb, and Blind Asylum, which, under special instructions from the Legislature, I have just made, and particularly to the special message with which it has pleased His Excellency, Governor Stoneman, to transmit the same. It will be observed that much more may be required of me than I contemplated when making this estimate of time and money for the next two years work, but I can and will accomplish all that is contemplated in the foregoing. But in the meantime I hope I will not be paid less than was contemplated by the terms of my appointment and commission, as I understand is proposed by a bill recently reported by the Committee on Ways and Means. The report now to be made on the irrigation examination, and the maps to be handed over for publication to the next Legislature, may close all that was contemplated under the law organizing this office. It will be for the next Legislature to consider whether, taking the results of this work as a basis, the State should undertake to regulate irrigation matters, or foster irrigation interests, or protect private rights. 1 It may conclude that this would be a wise course; ; that the office: of State Engineer is one necessary to the pur- pose; that the office should be reorganized for this purpose and for the purpose of adjusting county boundary matters and projecting correct county maps, and that the State Engineer should serve as an Expert to the Governor for all purposes, to the Boards of control of the public institutions, and to the Committees of the Legislature called upon to consider engineering and practical subjects connected with these institutions, as suggested in the special message of the Governor, before spoken of. If this be the case, in the reorganization of the office, the salary of the State Engineer doubtless will be fixed at a lower figure than it is now. If this be not the case, and the next Legislature concludes to abolish the office altogether, it will probably be done, to take effect within a few months thereafter, when all data can be arranged for preservation or transfer to some other department, and the maps be lithographed, say, at the expiration of the two fiscal years for which you are now asked to make an appropriation. I respectfully suggest that matters be allowed to take this course, and request that the reduction of the salary of the State Engineer be made to take effect January 1st, 18835, when the work preliminary, for which the office was created, will have been completed, and it would only remain to superintend the publication of the maps and remaining tables of statistics during the succeeding six months, preparatory to closing the office, unless the Legislature then to meet should reorganize the office for other purposes. In cutting down the salary of the State Engineer for these few months remaining on the work in hand, the State of California will save that which is little to itself, but much to the individual officer. Should I hold this office to the time mentioned, I expect to earn by my work fully twice as much as would be earned by simply keeping office hours as they are from 10 to 3 o'clock in most public institutions. Speaking of my reports on Drainage, Mr. W. C. Belcher, counsel for the hydraulic miners in the case against the Gold Run Company, said: “We accept the reports of the State Engineer as embodying a fair statement of this hydraulic mining problem,” and the fairness of those reports have been frequently upheld by the advocates of the miners’ side of the question at former sessions in the chamber which you occupy. In his argument before the Circuit Court of the United States, December 22d, 1882, the Hon. Geo. Cadwalader, chief advocate of the opposing interest in this drainage matter, said: “While it may be said of Mr, Hall that, like other Engineers, he thinks that nothing is incapable of accomplishment by and through the use of the resources of his profession, % x > * x his reports are fair and often exhibit great and patient research.” (Page 6 of printed argument.) It would thus appear that the leading individuals on both sides in this great drainage or debris litigagion have admitted the fairness of my reports. I have in hand an infinitely greater and more laborious work in the Report on Irrigation. While treating the subject fairly in these last few months in which my individual labor will be greater than ever before, I would like to feel that I am receiving enough to lay by a portion, and that the State had not cut down my salary at the most important time of my service. I have the honor to be, very respectfully, Your obedient servant, WM. HAM. HALL, State Engineer. PM-1 3%2."x4” PHOTOGRAPHIC MICROCOPY TARGET NBS 1010a ANSI/ISO #2 EQUIVALENT 10 he Bz = wii 6.3 ill EL 140 11 12 13 1415 mm EZ flee ple END OF TITLE