The New York herald. [volume] (New York [N.Y.]) 1840-1920, 1854-08-17

and the negligence o. aoosher class agents here;
but the lesson vii not ave been worthless II
It prove the means 4 ! re king mp the proxy
system and inducing ev ry sha ebolder to be
present ut meetings In person, aid wa ching as
vigilaotly over the director as he expects
them to watch over the executive officers Of
| the company.
| In reference to this point we confess onr
| entire adhesion to the view. expires ed by Mr..
| Hubbard. Guilty as Kyle and Schuyler have
| been, it is tri6og W tn an outraged publ C for
| the directors whose negligence permit ed the
! wrong to be done, to plead Innocence, and
worse than triHing for General Sanford or any
one else to rise in pub ic assembly and at
t. mpt to eulogise the very conduct which has
led to the present universal distress. 1t is not
proved or generally believed that any of the
present directors were in any way implicated
| in the frauds of Kyle or Schuyler but it is
patent and obvious that these frauds only be-
came possible when the directors relaxed their
| surveillance over the affairs of the concern.
and, morally if not legally, heavy share Of
their responsibility must therefore rest on their
shoulders. Had the directors of the Harlem
Railroad Company done their duty-had they
conscientiously discharged the functions of the
Office to which they were appointed--those
frauds could not have been committed. They
have been msnifestly guilty Of the grossest
carelessnees-of that erassa negligentia which
jurists tell US Is legally equivalent to .lice.
The mon who allows wrong to be done. when
| be might prevent it, though less criminal than
the actual perpetrator of the wrong, is yet
held to be an accessory to the crime If the
wrong were one which it was his bounden
and especial duty to guard against, he should
not, we take It, be viewed as an accessory only,
but as principal in the offence. We are no
! lawyers, and the grave questions, involved in
this unfortunate business Will obviously call
for solution at the hands of the Bench: but it
does seem clear to US that the directors of the
Harlem Railroad Company must be regarded if
not as principals, at least as accessories to the
frauds committed by Kyle and Schuyler. De-
| fence they have none. The deposit they re-
ceived from conhding stockholders, they have
| allowed to 60 to waste. The mandate they
promised to fulfil, they have utterly neglected.
The property placed in their hands they have
recklessly suffered to become the prey of
thieves. BY their act, thousands Of innocent
men are now robbed of hard earned money. In
reply to all this, the only excuse they can offer,
is: "Oh! gentlemen, we really knew nothing
Of what was going on. We never suspected any
one. We never looked into the books or after
the affairs Of the company. We left everything
to the two honest men who robbed you under
our noses. We were directors, but we didn't
attend the meetings of the Board. We had
been appointed to watch over your interests,
but we never thought Of such q thing. You
relied on US, but we relied on Mr.. Schuyler and
Mr.. Kyle"
What might be the legal value Of such de-
fence as this, we cannot say till the courts have
decided on it's merits. We have uniformly ad-
vocated the assumption of the fraudulent stock
by the company because the community q.
large had right to look directly to the com
pany for satisfaction for the frauds of its agents.
and also because the company is Likely to be
the most solvent Of all the parties concerned.
But, when the holders of spurious stock shall
| questions cannot fail to arise as to the pecu-
! mary liability of the directors to the stock
holders for the over issue. The frat duty of
| the shareholders is to the world and therefore
| the spurious stock must be redeemed. Their
second duty is to themselves and when the first
has been discharged, to us 1t seems most likely
and natural that this second duty will impel
CHI 10 NJ Hun Har 70 ion,
Of the State courts whether the loss caused by
Kyle's frauds should fall on him, who at the
time was attending to his business by hoeing
his corn in Connecticut, or on the directors.
who were neglecting theirs to speculate aud
amuse themselves in New York. The result of
such an inquiry might be favorable to the d.
rectors or adverse to their pretensious; which
ever it was, its moral effect would be good.
We need hardly add that the resolutions adopt
ed at the meeting of Tuesday would offer no
serious obstacle to the adoption of this course
at any future pGod.
TIE Who's AT BosroN AND THE ABOLITION
COALITION AT SARArooA.-From the proceed
ings which we publish to-day, of the Massa-
chusetts Wing State Conven0pn, and the Sara
toga Abolition Coalition State Convention, it
appears that for all practical purposes, 10 oppo-
sitioa to Southern slavery, as between these
two conventions, the case stands about six for
one to half dozen for the other.
The Massachusetts, wing party has gone
back to the antislavery ground which it occu-
pied anterior to the speech Of Mr.. Webster of
March T. 1850. From and after that speech,