New-York daily tribune. [volume] (New-York [N.Y.]) 1842-1866, 1860-06-30
PUBLIC MEETINGS.
rHr AMERICAN TELEGRAPH COMPANY,

ne w., about 10 offer and tho remarks he had 70 uaks
Won be acceptable to majority Of the stocknooers,
If unanimously indorsed DE founa dscas'loh voc
desired b, La ge number of influential ssocknod'Ts
When he mad the motion 10 adjouro YESTERDAY, ne
baddope 90 in the belief that every pers interested
had read the various pamphlets out OF whlcn ING
present controversy grew. de read ' me- e'n @as
generally conceded that the discussion In pnohc
Of the matters pertaining to the controversy
between the company and the press, Would oe ,oJur
ous tn the stockholders He now, fnding tnat dlscus
sion wa, denied BY many, offered resolutloa, wnSa
would open the debate, II considered .expedient he
would tsy, however, in his opinion, no expression OF
the ST ciholdsrs could interfere with or nvadate the
wear was supreme. Tie Directors are The Congress or
Legislature Of the Company.
Mr. ID DUDLEY FIELD asked if there was any statute
law OF New-Jersey giving the Directors the power OF
making the bylaws. instead OF the Corporation ~
large Legislature does not make the Constitution
il Is the servant Of the people, who make the Coast-
tuiion themselves for the government OF tho Leglsa
ture.
powe, 10 the Drectors
Mr.. FIELD denied that II gave such power.
Tie SEcRETARY-Yesi it does.
Mr.. LIyIsosroy cont,nued-The Charter is the Con-
siutbn III der which the Directors act. They DO not
need instructions from the stockholders before beng
cred to act under the Charter II they do any
act in conirayenton Of the Charter and the law the
law viii get Them right. he urged that the Instructions
a eftlng OF meeting OF NV W
influence the Board of Directors If he was Director
in Company be should not be influenced by such ac
ton bn might resign his place in the Board II he found
his acibn contrary to the wishes Of the stockhoiders
He considered it Dexpedent 10 pass any resolution
seekngo control the action Of the Board Of Directors
They ars influential stockholders holding quarter If
not NOR, of the stock of the Company. They were
elected IS Of honor and The majority OF the sock
holders be believed bad confidence In them. lie Of
fered ile following resolutions:
Re.osd That the stockholders the American Telegraph
cOmpsn deem to take any sSn + siy
belongs o The Board Of Directors ~
y Of lie Bosd Of Director. to ses tn, business and that
equal juice will be done to the pnoc the pre.s aud he stock
Mr. D. d. FIELD, preliminary to entering into any
diseusson, would inquire what law of the State OF
New-ersey gives the power Of making the by
laws If the Company.
The SECRETARY said he had been Misunderstood.
He had not stated here any express law OF New,
Jersey giving such express power TO the Board OF
Directors. He had held IL was the common law oil
New Jersey and of all other States as well as OF En-
no meeting of stockholders for the meeting was called
here in New-York under the first by law: de read
from the general statute OF New-Jersey limiting me
power of Directors in making y.laws in proof that
Directors of incorporated companies possess power TO
make bylaws The alleged Instructions Of the stock
holders respecting the desired change IN the cbarter
giving TO the stockholders expressly the power TO
make the bylaws, were not, he said, gwen TO the
Secretary. The res ,uton adopted at the meeting in
question was that application should be made 10
The Legislature Tor snch change in the charter but
there had been time 10 give the notice required by
the law of New-Jersey previous to the application
for change.
Mr.. FIELD said he had only required an answer to
the question whether there was any law OF New-Jer-
sey specially giving powers TO the Directors OF the In
corporation to make bylaws. The charter itself gives
to the stockholders to meet out of the State Of
jersey and provides that the President may re-
side out of the State. 1t ALEC states that there shall be
Board of Directors but gives them power TO make
bylaws The general law is that the stockholders
delegated TO the Directors As to its being the law OF
Ell gland the decision of Lord MaDsfedf made years
before the Secretary was born settled the question that
the incorporated body body must make the by laws tor
cial Board He held that no bylaws were now legally
in force and the first business now for their own safety
was to provide for this omission.
He moved as an amendm ent the resolutions offered
by Mr. Livingston tina, Messrs. Randall, Hewett, aud
Du.s Do CnlYttee 70 take Legal advice whether the
by Jaws legally in force; and they md they are
not that the sad gentlemen be requested and author
lied 10 frame bylaws 20 be submitted TO future meet
ing of the stockholders. In relation to the tone and
temper of the remarks of the Secretary he said that
they were Lot such as became servant OF the Com
pany and only proved the impropriehes OF allowing
director TO be elected as Secretary.
Mr. HEWITT said that in justice TO MIR. Livingston,
it was proper say that be had not been aware yeser
day that many OF those present. had not seen the pam
phlet issued by Mr. Craig, or he would not have
pressed an adjournment. He desired to say that he
dsapproved OF the tone of that pamphlet and OF is ut
tack upon his colleague in the Board The views OF
himself and those who concurred with hum 10 the Board
-Messrs Hunt and Field-were set forth in PAM
phlet which he read. The following is summary:
After referring to the consolidation of the several Companies
fS oaa Which VIII Wss fesded highly bensc and
the Consolidated Company what seemed be basis
Of p gSPs for
"s sf % s he a Ss:
they their surprise that the lea should have been
must be broken up letter the publishers Of the New
York gwen in which stated the
wears They then pcced to state hat with
members Of the Newl Ok Associated Pres. they learned that
be under the necessity Of having ced line Of ;e graph
Mr.
information to the course they intended to pursue but was
their duty to this meeting Of the stockholders and they
depreese in strong terms DISAGREEMENT with the Associated
the line referred to.
Mr.. HEWITT moved, as further amendment of the
resolutions offered that Messrs Kendall James Free
land and Horace Gapin be appointed Committee TO
examine the controversy existing between the
Company and the Associated Press, and report what
arrangement ought to be made to adjust the same.
Dir. CYRUS w. FIELD desired 10 move, US an amend
ment, the following:
not eIpeden tariff of charges made the Pres.
OF the public shall not Be increased unless with the consent Of
a majority Of the stockholders.
MIR c. W. FIELD reviewed the financial condition of
the Company showing that the profits of the Company
for the first ak months sl23 400 So when there
were many rents and expenses to be paid that would
not fall into the next six months But estimating the
profits at the same sum, would leave net profit,
after the deduction of Sl 020 of 1895 S l6 for this
year. This would be than Is per cent per
on the full capital of the Company He recapituated
the amount OF capital put into the consolidation by the
different lines TO show that the amount of dividends
actually realized would be 30 per cent. This
proved that there was necessity to raise the rates.
They re doinn well enough IL WAS nseleas 10 dis