Green-Mountain freeman. [volume] (Montpelier, Vt.) 1844-1884, 1852-04-15
To The Shareholders of the Yer
mont Central Railroad.

With the issues, general and particular,
between the Hon. Josiah Quincy, Jr and
the present or past Board Of Directors, as
made in his letter to you, dated March 18th,
1852, we have no official conc, rn. We
leave them to be attended to by the Drec-
tors in their own time, and in their own
way. But on pages Is and Is of that let
ter, he speaks of report and resolution
ohered by US as committee Of investiga-
ton, to the meeting Of Stockholders held
at Burlington, November Goth. 1851. A
more explicit statement ofthe facts relating
to that matter, is important to you and to
ourselves
In August l849, soon after the Directors
made their contract with Mr. Quincy to be.
come their treasurer, they passed the three
following votes -
LIST. "That the thirteenth bye.law be and here.
Iby IL annulled."
2st "1aat any votes and drafts signed, en-
|dorsed or accepted by Josiah Quincy, Jr, as
Treasurer, snail be binding on this Company"
Sd. "Tth JOSIAH Quincy, as Treasurer, be
authorized 10 pledge any of the bonds or scrip OF
this Corporation as securities for any debts or
liabilities, which he shall incur in his private ca
lpacity for the use or benefit of the Corporation"
As the bye-laws then were, the thirteenth
reads thus So Every promissory note made
in behalf Of the company shall be signed by
the treasurer, after having been approved
by two DIRECTORS" At the close of our re.
port we placed seven resolutions, which we
offered to the attention Of the stockhOIder
| Thsy ~Te4hsse -
+ResoIvedt Tst. That all proper exertions
ought 10 be made By the Directors of the Com
pany as speedily as possible, to settle all cases
Of land daHageS remaining unseuled-tI collect
promptly all dues to the Company from delin
quent stockholders and 10 clos- definitely all o
pen questions as TO salaries and claims Tor servi
ces materials, or labor re adhered 10 The Company
I'd. Thai fhe remuneration for all services
rendered to the company by the Directors o.
others IN its employ, ought to be clearly defined
before hand US far as may be, and tnat the bes
interests OF The company would he promolei BY
paying their Directors fairly for their lim", ant
r curing from thern rigid attention to the re
spOnsblltles which, from the nature of the case
must be devalved on them.
81. That as fast as it can be- done without EN-
barraaslng the business Of the road, the lncteas
from dlspOsabe assets ought to be applied t
the reduction of the foaung debt Of the compa
ny that so far as it cannot be entirely and e
economically removed in hit mode before tn
next annual meeting, it should be done by sub
shutting for il bonds Of the company payable a
80 ne distant day.
4lh. That the Directors be authorized an
urged, as soon as it ,an be done advantageous
to the company. to exchange the bonds fan
due July LIST, 1882, for an equal amount of bond
falling due al some distant day.
9Th. That the annuling Of the thirteenth bye
law Of the couHpany by the Directors and givln
to the Treasuser uncontrolled obligations with
out even the knowledge Of the Directors, was
departure from sound principles Of managener
on the part OF the Directors, to which there ougt
to be an Immediate return.
9th. That the Directors ought not TO increas
the capital stock OF the company by the creatio
of new shares d stock, without previously bring
ing the matter before meeting OIL the stockhold
ers for their authorization giving them fair motto
for what such increase is wished, and of the a
mount OF the proposed increase
9TH That it would be advantageous to tn,
interest of the company to have appointed ar
nually, Committee Of Stockholders, other tina
Directors, to examine the transactions of tn
current year, and to report them to the stockhod
ers at the next annual meeting
The fifth resolution was drawn with d.
rect reference 70 the acts Of the director
made above 81 Mr.. Quincys letter it i
printed 18th hye.law" instead of l3tI
bve-law." as We wrote it. II was altered
from our writing, because perhaps in an e
dltion of the byeIaws printed IN 1901, The
9TH refers to the duties Of the treasurer, ant
the 18Th is wholly unlike the dnnuIEed l3tl
which was in force when Mr.. Quincy was
appointed Treasurer
The report, with the resolutions, were
: read by one of Us. aud motion was hao'
to accept the report The report being
yet in the hands of The committee tnat mo
ton, according to the usage OF Puoiic as
sembies in Vernon however II may pt
elsewhere, could go no further II carried
than to bring the report into the possession
of the meeting, leaving the adoption OF any
part of it for Subsequent action Mr. Gum
cy arose and said that if by accepting the
report, the resolutions were to be approved
" he should call for stock vote" extend
ing his remarks to considerable length
Another gentleman from abroad went on
) also at length, to discuss the question wheIn'
er an acceptance ofthe report would carry
} an approval of the resolutions WIN H. &c
end this long debate on point OF orderi
(lnuch beng said which had no bearing on
the motion, the committee said that the
resolutions might be considered as taken
OFT from the report, so that the motion Il
!. accept the report would not apply to them
They could as we'll he brought forward
afterwards, being treated as i read aud III
formally laid on the table. The report was