New-York daily tribune. [volume] (New-York [N.Y.]) 1842-1866, 1857-11-13

he irnared theesy and that, consequently, the pay
men. Of dividends upon the stock had precedence over
interest On the Bonds. The act referred 20 az 'us'an
ipg this position WIS pas ei in lS4a, and authorized
an increase Of the cspial stock of the Compeayto
s. Coo OCO "to be Issued a. such times sni in sucr
manrer" &c az the Directors nish prescribe and
in the mean time" the Company were authorized 70
borrow money, and if necessary mortgage the ROAD 10
secure the DAY mt of the loans provided however
that nothing in this act contained sha be held or con-
strued to affect or impair the covenants ana as'ee
ments for the .sue of 81 100000 of Preferred SUCKS
The Mortgage Bonds however. were not issueo unoef
this act, but urder passed subsequently IN io'
which simply authorizes, without any resiioe'on'
the Company to borrow money and secure
the payment of the loans hereby authorised
by mortgage Of any part Of their resi or personal O.
tate, ss the Board of Directors may deem e1psdent
The legal question is whether the restriction in the act
Of 1919 in regard 70 the hts OF the preferred snare
holders and which act recsins unrepeaed, is binding
en- the mortgage made under the act OF 1892, when
contained no tuch restriction. The views OF sone OF
the leading legal gentlemen Of the city have been
a.ked upon this subject and they have given the opin-
ion that the act Of ls49 il in full force ard the restc-
ton Is binding but, the other hand Mr.. ID miel
Lord, and Mr.. Charles w. Sandford, in an opinion
gwen IN lcOft expressly d-scfb ~ Wv
| Company TO iasue mortgage bonds. Without under
| taxing to express opinion upon question about
which such very learned doctors disagree, We annex
| the opinion alluded TO.
owe have examined the acts Of the Legislature IN
relation to the Harlem Railroad Company the General
Railroad law, ard the agreement as to the issue OF
preferred stock, under the ect OF March ~ 1912 ana
are of the opinion that the Directors OF the sad Con-
pany can lawfully iseue bonds and secure the same
by second mortgage as proposed in the resolution OF
Aug . 1854 for the purpose of meeting any existing
Just claims upon the Company. ,.,.,
for the accomplishment Of the purp ,ses OF the corpo
ration; and it alo may incur Liabilities in the course OF
its business, not merely for services and acquisitions
coming 10 its benefit but for injuries to others by the
acts of those for whom il is responsible. And these
liabilities not by any general principle OF law I'm
tied 10 the amount If lis capital. See Barry VS. The
Mer. E1ct Co., Sandf. Rep. tch.l $50. and cases
cited) ~
"For the liabilities thus assumed, or incurred, al
the property Of the corporation may be su Jscted by
due process Of law. And where this may be COM
peled tho re who have the management OF the CON-
pany may Voluntarily anticipate 1t by mortgage
and il is within the same principle that they may RAISE
money by mortgage and by bond to meet or provide
Ini the Obligations of the Company duly exc
cuted are presumptive evidence Of their being law
fully issued. Paige r. GO; also See Selden K 35o
The agreement as to the preferred stock, in the
ninth clsuae, provides that the entire receipts OF the
rent charges; OF interest on outstanding debts, if
any; g. OF dividends on preferred stock; 4, To divl-
dends on other stock. But authority Is reerved to
the Directors to make such expenditures from tims 10
tine az the exgencies and the proper management OF
the business Of the Company may, In their judgment,
require.
pt if il had not been expressed since from the very
nature of stock, preferred as well as other the only
fund legally applicable to dividends on it is the sur
plus Of its earning. and property after payment OF ts
inst debts. And il the outstaodDg debts or liabilities
OF the Company cam in the judgment Of the Directors.
be more properly managed by fuldirg by the way OF
permanent debt represented by bonds and mortgage,
il may be thus arranged, not only by virtue of the
general powers OF the Company, but OF this express
reservation.
believing the issue of bonds secured by mort
gage TO be fully warranted the general and intrinsic
capacity of the corporation, il may be added that by
the % los SECTORS Of the General Railroad act. and
also BY the "a Sections f the act Of April 8 1872
purposes Of the corporation are fully warranted.
"CHAs. w. sANOFORD."
Money is more plentiful on paper aud securities
which come up to the high standard adopted by lead
ers but there is no decided change in the character of
the market so far less acceptable psperis corcerned
On call short notice, with hypothecation Of State
and other very eadrg securities, we hear OF offerings
to strong houses as low as and even T. cent per
apnum; but restricted business and desire to avoid
quite difficult in this way, the position of matters be-
re- in point Of fact tina, those who do not wsat
abe to borrow with ease, while those Who really need
ORGY find great difficulty in borrowing. Strong,
thoroughly tested paper sells readily at from Il 10 IL
y cent beyond ht select circle, discount rates take
a ide range varying from to y cent per month
6omes which amount to about the same as pro-
bibitior.
AT an election held on the 10Th nst the following
named gentlemen were chosen Directors OF the Nassau
Bank for the ensuing year: II. Bydenbergh, Jas. c.
Bell. Cha. T. Cromwell, WIN. L Dean, Nathaniel
Gilman. David Jones, Lewis Jennings, james ).
Libby, Luther s. Lawrence, VIM. Miles, Arlington
Reed, Augustine Saith, Edmund Thompson, Enos
Richardson, Charles g. Harmer. At meeting Of the
Bosrd, Hamilton Blydenbursh esq was unanimously
reelected President.
A preliminary meeting Of sons members OF the
Clearing House was held day, at the Merchants
Bank but no action was taken. The question OF re-
sumption was discussed, and one two banks sdvo'
Gated immediate pon but this is opposed 70 the
policy of large portion of our bsuks A meeting OF
the Clesrr House il to be held on Saturday evening"
when the vie vs. of the managers Of our bsrkrg nsa
buttons will be iutercharged upon this aud such other
sube cts as may come before them. The subject OF
the State currency which has accumulated here, Is an
en- barrsssing one Ii promises to be q somewhat dt
fcut task to fix where the loss is to fall, If there
should be any, on the seven or eight millions OF this
cu,rercy cow held. Some of the banks, which
have received but email amounts Of the State
money. feel re.tiye under the progra nme
of assessing this loss pro rata, according
to capital and others getting rid as far as possible
hatxn