Washington sentinel., 1854-06-24

occur from communicating these facts to the
public, il must be remembered that this publi-
cation is made in necessary selfvindication,
and to prevent most injurious consequences to
the company that might result from calum-
nious assaults uncontradicted.
1t is falsely represented in the pamphlet that
this purchase was made from Mr.. Walker by q
special committee of which he was a member,
whereas it was never considered by that COM
mittee, or presented to it. but was presented
only to the regular executive committee, and
unanimously adopted by it, Governor Dimond,
the vice president of the company, with Messrs.
Fowlkes, Bridge, and Woodruff, being present,
and Mr.. Walker being absent at the time, as
shown by the records of the proceedings OF the
committee. Such base Justification OF the
records by this pamphleteer requires no COM
ment
AS regards the large original subscriptions
for stock paraded in the pamphlet, it is pro-
per- in reply, to say that an assessment was
made on the whole stock of the company, and
that on the 29th of March last tbe following
resolution was adopted by the Executive Com
mittee, to wit:
Resolved That all said stock upon which said
assessment has not been paid was absolutely for
feited, ipso facfo, under the l4th section Of the
charter, 10 the company, by said non-payment al
the date said assessment became due.
1t will be perceived that no person, whether
large or small stockholder, could retain his
stock without meeting the assessments upon it
promptly. 1t is true that large amounts Of
stock have been forfeited to the company, which
have been and are now being distributed, in
small sums, to cash paying subscribers.
With respect to the powers reserved by the
executive committee to designate the stock
holders who shall be entitled to the benefits of
the Texas charter, it is proper to state, that
upon the original certificates OF stock issued
by Mr. Chatfeld and Mr.. Leland, as president
and secretary Of the company, before any pay
ment was made, and which show that the par
ties hold only right by subscription to certain
shares of stock, LIABLE Of course, to all assess
ments as provided IN the charter, and which
could be legally issued in no other manner. A
fraudulent claim, without pretence Of any pay.
ment, was made by some persons, to hold said
certificates as full paid stock. Hence the
power that was received on the 4th of April
last by the executive committee, in sending
proposals for the State charter of Texas to dis
criminate for the benefit of the bona fde assess
ment paying subscribers, and to exclude all
those who thus surreptitiously claim to hold
these original certificates as full paid stock,
the Executive Committee had taken these steps
to exclude the fraudulent claims, the bona tde
stockholders would have been defrauded of
their just rights, and it would have been use-
less to have submitted to Texas proposals for
the charter. These proceedings of the com
mittee las well as all their acts and resoutions)
were fully explained to and confirmed by the
board Of directors, at their meeting on the Sd
Of May last. At that meeting of the board the
record of all the acts, proceedings and resolu-
tions of the executive committee were read,
examined, fully discussed, and explained, when
the following resolution, offered by Governor
Thomas, of Maryland, was adopted:
Resolved That all contracts made, or that may
be made, by the executive committee of this COM
pany, or by any person or persons acting by their
authority, or that of majority of them that all
resolutions adopted by said committee, or a ma
jority of them and all acts performed by said COM
mittee or majority of them, or by any person or
persons acting by their authority, be and here
by ratified and confirmed in all respects whatso-
ever"
In the management of the affairs Of railroad
corporations, it is usual to vest the power OF
the board of directors, during the recess of its
meetings, in an executive committee. In the
case Of the Atlantic and Pacific railroad COM
pany, whose directors twenty-five in number)
are distributed in almost every State OF the
Union, such a committee was absolutely neces-
sary. Therefore, at the first meeting of the
board, on the 4th day Of November last the
following resolutions were adopted:
Resolved That an executive committee, to
consist of FIVE directors be appointed by the Pres
ident, with power and authority 10 appoint suita-
BILE agents and commissioners TO represent the
company, in respect to such matters and at such
times and places as said committee shall desig
nate, and said committee have power and author
ity TO transact all such business of the company
during the intervals Of the meetings of this board,
as they shall deem expedient, and TO perform all
the functions and exercise all the power OF this
board during the intervals Of the meetings Of said
board.
At the meeting Of the board of directors on
the I'd of May last, after the record of the pro-
ceedings Of the executive committee had been
read and explained, and the resolution of Gov
ernor Thomas had been passed, the following
resolution was unanimously adopted by the
board:
Resolped, That the Executive Committee ap-
pointed at The first meeting Of the board of direc-
tors, in November last, as the same is now con-
sliluted, by virtue of said appointment and this
resolutions TO continue in existence until the next
annual meeting of the board, with all the powers
and authority vested in said committee by the
original resolution well as by the bylaws OF the
company, authorizing the appointment OF an exc
cutive committees one Of the standing commit
tees ofthe company.
It is stated in the pamphlet that Mr.. Walker
and others, :" by extraordinary activity and hy-
pocritical subserviency, got themselves places
on the executive committee
To show the utter falsehood Of this statement,
it is only necessary to remark, that when the
board of directors convened the first time, in
November last, it was the earnest desire of q
large majority, that Mr.. Walker should be
elected president Of the company, which he
peremptorily declined.
When, on the Sd Of April last, he accepted
that Office, it was only because it was deemed
indispensable to the success of the company
that he should occupy that position. When
the board of directors met on the Sd of May
last Mr.. Walker rendered, in writing, his
resignation of the Office OF president, and the
following resolution was unanimously adopted
by the board:
Resolred, That the board Of directors decline 10
receive the resignation Of the Hon. Robert j.
Walker, and that he be, and he is hereby unani-