New-York daily tribune. [volume] (New-York [N.Y.]) 1842-1866, 1854-09-22

o. careful 10 tfsp hu N ifosne = l oth-f orrs'n ne
could rot svsn sosIsssa he ~ ''oa ov books
80 sLe % ihste 81 te N-v Rav. rrsny ny
ehaIfs bad 20 teees' sc 90
10 ~, Director Of he y "a II R
A uo,,ce "a, a'sn given 10 :hs the newspapers On
TIE ev. Ping Of tie 5th %, Jelly, IN to1se words:
se~York ard New Haven Railroad COmp.uy.-At
uestps OF the Board Of Directors Of this Company holden
on o. tn .oct BOOK. which svs been tep BY the Prs.
dent Roter SCHUYLER Tfsrsfr AGENT 10 New iorr that
by face eDe srssures other similar Sfssees
az ssae % Illegal rd fs=6alsi .tock mlds uts
few Oui5s pes 70 III amount nearly esu now BE- sser
tsnse u y, sv wcpty 'hous.n5 .r. nj ions Of dol
Lars rgid summation will irnnedaey b- ms hF oder u
the Director he boot, and AID the result ~hsn a
II e tesr:e the transfer 5ok are eossd sy rier Of
ryo-Ser Of the Bo-r1 Of Directors,
~" BOARD nan. President, pro ;e n
The Directors also took legal advice 10 the luty
cevolving upon them in tie emergency in purl N Q
OF which they appointed committee % examine the
stock accounts 0fthe rpsny ascertia precisely
the euount II the capital stock then ou'-tsnt'ng ana
bow much Of the had been fraudl'ently Or IN
properly ssged, aud make report a -oou a. po7-i-
be. IS s"on as proper assistance could DC Prpcuie9
tie Committee entered up0o the dischTgs OF 'h-H
dntiet and the result Of their Investigation IS con
taiLec In the r. port herewith submuef. by tns II
appears that The genuine capital stock Of tue 70 npany
CONSISTS Of 30 coo shares Of 500 each snounog N
ali 70 sooco COO That Mr SCHUYLER hA' s'usl a. .e
cefifcstes purIOrtng 10 he c'rihcatfs OF stock -
the firm Of T. & 6. L Schnylsr, OF winch he was
Inemfe- end also hes fraudulenty Issued other Ike
faie certificates to other persons " nose names s?pe
in tie T. port, amounting u the Whole be- ven ne
1871 October 1853 end the 81 Jny, 1854 inc alive,
10 1882 .hsres. Besidos which there ou-stall
ing certificate in the name Of X. & q l. schuyler
covering CAS- shares, and II the name Of x S,nel
& Co 100 .bafes. The stock which these l1sr c@r-
Gfcaes orici, ally represen'ed has been Transferred
by L. & G. L. Scuy ier AID ScheU & c.. without
sbrrendtripg the original certificates and the per-
sons bolding these certificates have 20 such stock 70
ibeir creoIt the books Of the Company. or the
fraudulent stock 2s3 shares stand uprn the
books Of The Company IN she names o. parties 10
whom Hey we're transferred ADD is<u-d bs K Il y.
L. Schuyler. or the outstanding ceriiict'e- IN the
name Of Il. & G. l. Schuyler ss2 Of the a. shares
we're usutO otter they Lad OverdrawD their acc nat
which lI,, o. CURED October L. 1853 AID tn in
the # r. Sehe d Co, leo shares, were ali for
spurious ftock Much time has been consumed 10
tis invo sgation bui it could not have been done in
shorter period. The DrectOs believe that the re-
sulls are accurately esceral1fd and that the report
presents the facts az they now exist.
An exceedingly important question arises from
Il zee facts Are the hold Of these false certi Gates
Of share 10 be regarded and treated rs stockholders
OF the Company Upn this suhj-ct, and tho other
matters connected with it, the Board submits here
will The opinion Of Their ccdnsel. They 'ay rat ~
pow or short Of the Legislature Of tho Stste Of Con-
neclicut. With the Gssent u the stockholders ca in
cresfe the capital stock. Aud that the iraliuent
acts Of On oGcor. greatly nfing any power
conferred upon him, or which the Directors or the
Company could confer upon bin, do not binl or in
plicse he Company IN any way.
With those facts end opinions before them. the
Directors have eal.rd special meeting of the stock
holder at the earliest moment The BY laws would
allow, to hsk their advice and assistance.
The questions arising are go interesting eud I'M
portsbt. aud involve 20 great an amount OF pecGhi-
try interests that the Directors, whatever may he
their iudiyicUal views as 10 the duties and oOg1-
lions of The Company deciye 10 make any dsci-
sion or 10 express any opinion in regard TO them,
for udepeDcent Of auy Doubt OF their power Ia the
Irtmi g. and Of any VALIDITY TO be accorded 70 their
l,as thou hglt rpa ~ 20
ard equity to require, they feel Themselves con-
cludec by the opinion Already referred To, from
takn any direct action upon the sablect eut they
sui mt The whole matter 70 the ection OF the stock
holders.
Uron one roiIt however which is ia the nature Of
q preliminary question, and which mast be settlei
before tie others BE- e.aly taken up, there ep-
pear TO be no reastb for difference of opluion A
meeting OF the stockholders must be Leg ally cOnsti
tuied. Hence who the legal members of the
Corporation and entitled 10 vote at It's meeting, Is an
important inquiry, and must be answered before tue
MEETING can be properly organized. The charter DO
scrbts III, members boIders Of the shares OF The
capital stock and his capital stock il limits to 80 600
shores. 1t then declares that each share shall en-
" lille the hUl0er thereof to one vote.
il seems therefore that Done but the holders the
oril nal 80 600 shares and their successors can be
members of the CORPORATION, aud authorized to vote
a it, meetings Tie charter and the Flaws of the
Company duect how the stock shall be transferred,
and Low person may, by such transfer, becnne the
successor ot original stakeholder. certlhc lte OF
stock il only evidence. IL is not the stock itse and
if improperly or illegally issued, whatever other et-
feet Il may have against the Company, does not
C Institute the holder member OF the Corporation or
emile hm 10 vote at ifs meetings. The proceedings
Of he Corporation would be vItied by the a1nssOn
OF tbOe who not actual cOrpOrutOrs 10 tue priv
ilcge Of voting; and tie Dire tors, therefore have
been compel ed 10 express the opinion, VII en- they
and u coGnsel entertain, that none bui the orig
ina stockholders and their legal successors can vote
al The contemplated meeting They do uot intend,
however, 10 give or intimate any opinion as 10 the
absolute equitable rights of those who hold the
spurious certificates, but ,imp for the guidance of
the piesidng officer in organizing the meeting, aud
for that purpose only, Ia deierIE re that only the
holders Of The original capital stock and their sac
c,sors US they appear on TIE books OF the Company
arc by the Investigations already referred 10, caa be
admitted TO vote. The Directors also wish it to be
distinctly uIdtrstoOd, that they DO not design 10 ex
pess or intimate any opinion as 10 the course proper
TO be pursued by the Corporation relative to the
frauGuleIt issue Of stock That is question, the de-
termination OF which belongs TO the stockholders coll
lectvely.
The unfortunate detection of Mr.. Schuyler induced
the Board 10 institute immediate and careful ex an
naoD into TIE pecuniary affairs Of the Company
With The assistance of ssLfdl book.keeper the ao
counts Of the Treasurer have been carefully examined
ard found TO be cOrtct-and properly vOaChed Tor
The Bond account has also been examined, aud is
found that for sll tue BONDS issued by tho Company
tn, Company ha, received the proper consideration
monty exec ID for small amount, which were hypo-
thecet, security for note given TO raise funds
10 nleet Other Bonds which hOte will be pad at ma
turity and the Bonds returned With the exception
OF the fraudulent Of stock aready mentioned the
Directors have not been able upon careful ex ANNA
ton TO discover anything wrong, or any attempt at
fraud the pert of Mr. Schu Ter in the affairs ut the
Company with The exception Of two acceptInces of
$1,000 each. purpoFtug t. have been dri va By
L. & G. l. Schuyler on the Company, and accepted
by H. Schuyler as President. These we're 10. trans
actors Of he Company and the avails of the drafts
wee never called by i--aud the TRANSACTION
-. al b. had nth,