The New York herald. [volume] (New York [N.Y.]) 1840-1920, 1854-06-21

4
State Of Texas proposition such terms as they "
deem best for constructing eguppng ana operating the
providing for the construction of said road by
I3gsla o the State Of Texas ana approved the 2st
December 1858 and that they also be to
ping operating said railroad such terms as they
may deem best pursuant to the provisions Of said act
and that the said Walker, King ana towlke or MAORI
y of them be further authorized to perform all the acts
and give all the guarantees required by said law that
they minority Of them be also horized to
with them ia said proposals. contracts and guarantees
such persons they may select aud that they or ma
oriy of them be further authorized to organize the
COMPANY under said law fer the building equpping,
ana operating said Ioad and ele;ting the directors
thereof
advantages grants and donations accrued or accruing
under the of the State of Texas entitled act to
provide for the consuc ion OF the Mississippi and Pacific
Railroad and the contracts to DO made for the building
equppng and operating the same shall inure to- and be
held for the benefit Of the stockholders of the Atlantic
and Pacific Railroad designated and to be designated
b the Executive Committee Of said company including
all rights already secured by contracts with other per.
sons companies associations, authorized to be
authorized by said committee or already ratified or con-
Resolved. That Robert J. Walker, T. Butler King and
Ieptha Fowkes majority of them, be- and they are
hereby authorized to make such arrangements as they
or majority of them, may deem best for the purpose OF
securing this company the charter of the New Orleans
and Texas Railroad Company and such other charters
granted by the said State Of Texas they, or MAORI
ty them may best for the interests of this com
pany and i they deem necessary for organizing the
that they, majority Of them be, and they are
and Pacc Railroad Company with full and penary
powers to represent and act and contract for them in all
matters and things whatsoever connected with the rights
and inter ests OF this company
Resolved, That Robert j. Walker, Jeptha Fowles and
7. Butler King majority of them, be, and they are
hereby authorized and empowered to issue and deliver
much and such portions of the stock OF this company
they majority of them may deem or find neces-
sary fulfil the various agreements or contracts and
carry out the powers conferred them by the resou
lions this day adopted.
There is another resolution authorizing Walker to
settle WITH and to audit all the accounts of all the
active men and agents Of the company, for past
present and future labors; and another. appointing
Tom Green and Woodruff to allow such sum to
Walker as they may please and two or three others
allowing Woodruff, Green, &C., million OF stock
each in effect, to be full paid stock.
These resolutions are a gross fraud on the stock
holders OF the company and II they are allowed to
stand, no man can with safety pay his money to
these omnpoteDt trustees. Here are three Southern
Shareholders acting agents of an association of
men, who have reposed confidence in them, deliber-
atey violating their trust, and with shameless impu.
dence, substituting themselves, in the place of the
directors, the stockholders and the company. What.
ever money has been paid into this rotten concern
has been paid by Northern men, but these conspira
tors are not willing to so far compliment the North
as TO allow them one member on this unique Board
of Trustees (And proposition WAS further mooted
TO interdict free labor, &c.)
There can be no doubt that these resolutions
operate as a dissolution Of this corporation.
No corporation can create q trust, embracing
al its powers, unless it is expressly authorized
to co so by its charter, without being deemed to
have surrendered its franchises. These franchises
belong to the people, and when granted by them,
they must be held and exercised according to the
terms and conditions Of the grant and transfer of
them or an attempt to convert them into trust
estate, is such an abuse Of the grant as to work q
forfeiture. Being abused they revert to the people.
What, in legal effect, are these resolutions
L. They authorize Walker, King and Fowlkes or a ma
oiity of hem to propose to the Governor of Texas for
the contract.
- WolIa Y,po. M IL,
jority of them, with such other persons they may
select. to contract with the Governor of Texas.
8. They authorize Walker, King and Fowlkes TO orga
Mise the corporation under the Texas act and to elect
the directors.
4. They authorize waher King, and Fowkes Ito dis,
pose of all the stock belonging to the company which is
probably about sixty sixty i've millions and On such
terms as to perpetuate this power in their hands.
They declare that the contract TO be made in Texas
and all the rights already acquired by the company,
shall be held (by Walker, King and fowikes) FOR the
benefit of such OF the stockholders Of the Atlantic and
Pacific Company as they may choose to designate
8. They appoint Walker, King and Fvwikes general
agents and acotus to do any and all things in their
, discretion
Under this rtgisae it may we'll be asked what has
become of the Atlantic and Pacific Company, and
stockholders may well inquire if the money they
have paid has been expended to enable three needy,
penniless Adventures to declare that they not
stockholders. ] repeat that these resolutions are
utterly inconsistent with the charter, and the two
cannot stand together. They are equally incon-
sistent with the Texas act, and the Governor Of
that State cannot make legal contract to carry
thu m into effect Whit shall bind anybody. He can
make contract with Walker, King and Fowlkes, and
such persons join with them in the proposition and
thov become body corporate but that can in no
sense bind the Atlantic and Pacific Company nor
inure to the benefit Of its stockholders. What as
have the stockholders that the associates OF
Walker, King and Fowlkes, in the Texas PROPOSE
ton. will assent to The slightest recognition of the
stockholders of this company 1t must be .remem
bered that Texas is sovereign State competent e
make her own laws, and that the corporation Great
ed by her railroad act is an Independent body and
nay not choose to go into trust to Walker King and
Fowlkes. They may well say to them, that eve
cannot recognize your resolutions. They AFFORD
evidence of your base betrayal Of one important
trust-wc will not trust you'with another, but act
ing independently, will select our associates
and endeavor to commit this great Texan interest
into honest and competent hands, These men have
not yet obtained the contract from the Governor Of
Texas, and it is not probable that they ever will
The Governor is honest and sagacious, and viii
never commit so silly blunder as to put th!
great road to wet nurse to Walker. King and
Fowlkes. lie will rather give it to any honest man
who will propose trusting to it's intrinsic merits ia
interest men of means and character sufficient to
insure ultimate success.
Payments are not made on the stock. These reso
lutions afford reasons why payments are not made
Wise men will not pay, who not permitted Il
have voice in the selection Of their agents
BY these resolutions the stockholders are placed
in tie condition OF infants, lunatics, drunkards
married women, and persons laborng under disa
blities-they are in trust and cannot vote on thei
stock.
Again, there is nobody to pay. All the Dat
stockholders, your Walkers, Greens. Fowlkcs
Kings, Woodhulls &c. instead of being paying
men, are pensioners on the poor paving stock
holders, and deyour faster than the small men car
pay.
1t is, undoubtedly, the design of these men t.
milk the North as far as possible, to obtain the
means to get to Texas, and then, il they car
get the contract from the Governor Of that
state, to take the thing to London aud sell it out
for what they can get. They will then tell the de
4 luded Northern stockholders that they were asses
for paying their money. Walker aud King know
how to keep other peoples money They have had
| experience, and with them it has never been mat
of conscience. These have already paid
and promised to pay, in largesses to ayoritcs near
~ s350,OO0: and all the money obtained by assess
ments will go into that grave from which there has
never been any resurrection Walker and Kings
pocket. They have promised bonus of $50 ,0Og