Port Tobacco times, and Charles County advertiser. (Port Tobacco, Md.) 1845-1898, 1858-12-30

Mr.. B. also quoted the charter, and argued from
its language to show that the subscribers were
not restricted to written proxies.
Mr.. Belt also supported the resolution, and
opposed the pending amendment, contending
that the admission Of the verbal proxies was re-
quired alike by justice to the absent stockhold-
ers and by the terms of the law. This meeting
could not superadd any restrictions to those i'm
posed by the charter ITSELF in limitation of the
rights of stockholders. The 9th section already
quoted gave them the power to "depute" their
rights to aternates, and the persons so 'sdeput-
ed" were to be admitted to act as proxies. This
meeting could not limit that grant by restrict
ing it to deputation in writing. All it's func-
ton was to ascertain, by a fair rule Of its own
whether any subscriber had really "deputed"
his right In dny naannef-not merely in avritinq
and if satisfied that such deputation had been
made, it was bound to admit the deputy to act
for his principal. The whole question, in it's
legal aspect, turned upon the right of this meet
ing to abridge grant of authority made to the
lstockholder by the charter-a right which he
did not believe existed.
F. H. Wootton, Esq, supported the amend
ment Of COL Bowie, the adoption of which, as
it seemed to him, would lead to the only safe
conclusion. He contended that the word proxy
was to be interpreted according to its legal
meaning, and expressed the opinion that, in
that connection, it always meant a acritte7 au-
thority. He further argued that such was the
force of the term itself, and that all practice
seemed to sustain his view, in confirming it to
written authorities.
John G. Mitchell, Esq, followed on the same
side, urging that the common acceptation of the
term in dispute restricted it to mean written
document, and that that also appeared to be it's
legal effect He also deprecated the admission
of verbal proxies as unjust to the subscribers who
were present. and as likely to lead to confusion
and uncertainty.
The question being called for upon the pend
ing amendment, and being about to be put by
the Chairman
Mr.. Belt submitted that it was not competent
for this meeting to decide the question riua uoce,
by per capita vote-but that the question up
on the amendment must be taken by shares in
obedience to the charter-each subscriber and
proxy having one vote for every share held by
him. He read that part of the 9th section of
the charter, which says that "upon the election
of Directors, and on all other occasions achen a
rote of the Stockholders IS to be taken, they shall
vote" by shares as above stated. This being a
meeting of Stockholders, any question on which
their vote was to be taken could only be decided
by vote by shares, and not per CAPITA If the
meeting could decide one question per capita it
could decide others; and so any important pro-
position might be submitted and carried by a
majority Of uoices, without having majority OF
shares in it's favor, which would at once destroy
the relative influence with which the stockhold-
ers were invested by the charter.
i Considerable discussion ensued upon this
point, which was participated in, pro and CON-
by Messrs. VIM. D. Bowie, Berry, T. F. Bowie
Daniel. Clarke, Selman, Barker, Wootten,
Mitchell, Belt, and others.
The Chairman was of opinion, that the vote
should be taken per capita, and it was so ruled
The question then being upon the amendment
! offered by Col. Bowie to Mr.. Berry's resolution
it passed in the affirmative; when the resolution
as amended, was adopted. So the meeting re-
fused to allow persons to act as proxies who had
been only uer6ally authorized.
> Upon motion of Gen. Bowie, the meeting then
resolved to proceed to the business Of the day
being the election of seven Directors to manage
the affairs of the Company for the ensuing year.
whereupon the Chairman named Messrs. T. F.
Bowie, John w. jenkins, Of Charles, and John
S. Sellman of Anne Arundel, three of the Com
missioners, to superintend the election, as re-
quired by the charter.
The names of the following gentlemen were
submitted to the meeting, as proper to be chosen
viz: Messrs John W. Jenkins, Walter Mitchell
John S. Sellman, Edwin Robinson, VIM. D.
Bowie, j. r. Trmble John Contee, Joseph j.
Duvall. Edmund j. Plowden John H. Sotho-
ron, Walter w. W. Bowie, VIM. R. Barker
Daniel Clark, Samuel H. Berry, G. G. Magru-
der. and Frank NJ. Hall, Esquires. Many Of
these names, however, were withdrawn before
and during the vote.
It was agreed that each stakeholder, or proxy,
should cast number of votes equal to the num-
Der of shares held Or represented by him, and
should endorse his name and number Of shares
upon his ballot.
The votes were then collected and counted
when it appeared that the following gentlemen
had each received majority of all the votes
cast, as follows:
For EDWIN ROBINSON of Virginia 713 votes.
is. SELLMAN, of Anne Arundel, 70S F"
E. j. PLowDEN, of St. Mary's, 698 i"
q" JOHN w. JENKINS, of Charles, 658 :"
WALTER MITCHELL of Charles, 633
w. D. BOWIE, of Prince Georges, 6O2
w. w. W. BOWIE, of Pr. Geo.'s, $40 g
These seven gentlemen were thereupon decar-
ed duly elected as the Directors Of the Baltimore
and Potomac Railroad Company.
Hon. T. F. Bowie then congratulated the meet
ing upon the organization of the Company pro-
per, and took pleasure in announcing that the
Board of Commissioners, having fulfilled all its
duties was now dissolved.
On motion of Col. VIM. D. Bowie the Secre-
tary was directed to notify the Directors Of theil
election.
The proceedings were directed to be published
in the newspapers friendly to the enterprise, ano
the thanks of the meeting were unanimously
voted to the officers.
1o;o