, 1865-01-30
Nem aDber1i5emclltG.
ITO THE STOCKHOLDERS
OF TIE
GdLEJa and Chicago UY1OJ B.. 3. CO.,
And all others whom it may Coneern.

the Ga.ena aut Cnlka ago Urion RAILROAD COMPANY a.
Shtrehode1s aud Manager desire say in answer to
NUMEROUS inquiries which have been made Of us BY
taretan a2d ncn res1dene atoct anA bondholdeE1 In
regard ths 1retended constellation Of the Ga.ena
aud Chicago Union Railroad Company With thu Chi
eago and Northwestern Railway COMPANY and also
by WY OF explanation OF the recent suit which has
been commenced byJu!ius Wadsworth, E.q., OF View
York, against ths Chicago and Northwestern Railway
Company:
Frss, That sald suit has been commenced BY Mr..
Wadswo1th, Is shareholder Of the Galena anu Chi
caso Union Railroad Company. ~ the request Ct u
large numbero share and boudhoders, in behalf OF
I'll the shareholder OF the aalena and Chicsxo Union
Rallroad Company, who have not Exchanged their
stock fer that OF the Chicago and Northwestern Rail-
wsy Company, ind also AZ Of the first mertsnge
bondhoGers in order to test the 1egatty Of the pre-
tended se1e OF the GslenA and Chicago unl.u RAH
road. md ita consolidation with the Chlc18o and
Northwestern R&llway Company, and that said suit
tcill be prosecuted Hiih 9u possf5le diligence.
Second. That said suit Was Instituted becan,e We bo.
urye that the way and manner In which the pretended
sale and eor1o]ldation Of the 9slena aod Chles-o
Union Railroad Company Was accomplished was br
unfir aud illegal meons and tc1hout any oHce ,rAat
erer to the stockholders Or TO the public.
Third. That we believe It to be the weksetded law
OF this connt1y. that the minority OF shareholders
have rights which caunot b wantonly slcrnccd to
eratfy any peracna1 and private ends eoen By the il
o}a sot rV however that majority may be pbt sfued
and that any attempt thus sacrifice the ryhts tic
minority Is violation OF the implicit contract existing
cetween the shareholder and the company, and cor.
ttarJ to the provisions Of the Constitution Of tho
United States, as recently decided By the United
States S1preme Fourt, IN the CASE OF Clearwater .
Meredith, in Wallace United States Supreme Court
REPORTS pages 10 TO- H. and thas the MANAGERS of the
Chicago and Northwestern Railway COMPANY know
this and are prepared for such CONTINGENCY Ee do
not Doubt arc Informed that all Of the cert,a.
cates Of stock which hare bean surrendered to them
IN exchange for the stock Of the Chicago and North
western Railway Company have been eUre}uNy pre-
serred. and hare nerer been cancez1t Or aestroyet
Fourth. The undersigned further say. that the capt.
tai stock Of the Galenn and Chicago Uuioa Railroad
cumpany Oh the nrst day Of June last represent
ed By 81 ahaEes which shares were owned BY ya1i
ous persons In this country and Europe; and that
owing ths distracted state Of the county, aud to
the further fact that nocs acAatecsr ef any chr
acte7' Kind WAS given that the Gaeua and Chicago
Union Railroad Company vas to be aunIhtlatsd and
e1tiugulshed, e6,1s6 shares Of the capital stock
amounting 10 e2,6s &c., were in no way represented
at the last aonua meeting, when the pretended COL
solilation took place. ~
Ft1h That We believe that tho consolidation of the
GsIena and Chicago Union Railroad Company With
the Chicago and Northwestern Railroad Company
WIS the resuit Of deliberate purpose Of parties ia the
Immediate Interest of the said Chicago aud Norshwedt-
ern Railway Company formed long pts~ to 70 tie Azss
election ef dsrect3rs In order that they might gnin
possession o. ssA read and take AID appropriate 10
heir o1en use
That In accordance with this purpose, large number
Of fprox1es were obtained from the brokers In New
York City, aad from others, Who. We believe, were
unacqaa1nted with the Intentions and designs Of salt
persons and that provided with these prp5ies ea.d
D. .sous srtended the stockholders meeting aud i-
out any notice .chaterer proposed and passed zeso!u
tlons in effect selling the entire Galena aad Chicago
Union Railroad and all It's rty rights privileges
and franchises, to The Ch cago and Northwestern Rail
war Company. sad making It responsible tor al1 the
debts and dllablates ofthe roads with which 1t had
nfolidated In Wiscous1n and Michigan and making
the directors ofthe Chicago aud Northwestern rall.
way Company the directors and managers Of the two
ROAD, thus united that they then Immediately elect
cd board Of directors OF said GAena aud Chic 1so
Union Railroad Company. consisting OF thirteen per-
aons. eleven OF ~hta Werc tho ag nts off, or directly
inerested In, the Chicago and tern Railway
Companv, and Aose to the Galena and Chicago Rail-
road Company: thaton the next day. the Chicago and
Northwestern Railway Cotnpany held Aetr aunn,l
meeting fer the election Of directors, mud elected
strrras The sane perpns, Who had been elected d.
rectors OF the Galena and Chicago Union Railroad
Company, directors IN hefr Company; and these two
boarts having tins consolidated Easmseises PROCEED
I'd to consolidate the taco corporations and In order
do this. did pretend to change the and sesl Of
the Gs1enn and Chicago Union Railroad COMPANY.
snd sell and rspsfer to the Chicago and yorthwe,,ern
Railway Company, MI oft4 property OF every chazuo
tes and Kind, together with Its rghts. privileges and
franchises md many thousand dollars Of money then
hand that tho said board directors Of Gaia
,---& -14aoatzol OF the road. and tic Chicago and
Northwestern Eailruau ous.r-oy took p7ssasston OF
It, snd nowSpeFatIn. the sams. and receiving ill
offs tolls and revenues.
F7naHy Owing to the relations which Nc formerly
sustained to the Galeua and Chicago Union Railroad
Company, and owing to the tact that many Of the un
dersgncd were Instrumental III organizing said cor
poratton, ano inducing persons to take stock and
honda with which said road was built and owing to
the fact that aaid railroad among the very rst
which was constructed In Illinois, and has contributed
much the growth orour State and to the prosperity
OF our city, and knowing Of no reason why said
poratton &houatte oas'y ertinghishei. wehare
telt that We owed TO friends and to the public,
no longer to sanction BY silence even, scheme
which We consefentously believe to be Illegal. The
pecuptsry interests At atake cannot outweigh the
principles Involved, md 1t be the law OF this ccun
try that the majority In tescst in corporations
transfer the minority from Que corporation to another,
md can in dtaaee IF etr setsass, and aa4fn&t their
,eH make them liable for Ill the debta and liabilities
Of such corporations. however great and however n
cured then every vestixe OF secnEity III corporate
property u at an end. and all Inducements for the az
g7rsatiou OF capital cease.
In order to consuIt upon this ms.ter We hare called
meeting Of the shareholders Of the GaleuA and Chi
csgo Union Raltroad Company who haYo not yet ex.
changed their stockton that Of the Chicago and North
western Railway Company, On the 10th Of February,
1s6s at chicsgo; and any information which may bo
desired In gard to this matter. may b. obtained BY
with the undersigned, OF With Wx.
n. LAnRAHxE, Esq. At chlcsso.
YIN. H. BROWN,
oRRINGTON LUNT,
B. ". RAYMOND,
s. B. COBB,
JOHN b. FOSTER.
NATHANIEL NORTON.
SAMUEL MCKAY.
VIM. H. GILMAN,
WI. n. LARRABEE-
Chicago. Jan: ., 1865. tasegTs It.