Raftsman's journal. [volume] (Clearfield, Pa.) 1854-1948, 1867-03-27
Notes from Harrisburg.

svlxania Railroad TO increase the capital stock of
of said company. the Governor promptly returned
the bill with his objections to the Senate on March
goth The message is as follows:
! To tire Senate and Hotss Of Representatives Of
| the Commonwealth Of Peai'tsy'caliag.
| GENTLEMEN The act entitled : An act to re-
peal an act entitled A further supplement to the
/ act incorporating the Pennsylvania railroad COM
pany. auth thorzing an increase of capital stock and
| TO borrow money, approved the twenty first day
/ of March one thousand eight hundred and sixty
| six, to authorize the Pennsylvania railroad com.
pany to increase its capital stock. to Issue bonds
and to secure the same by mortgages, has
| ceiyed that careful consideration from me which
/ the Importance of the subject seemed to demand
and. Notwithstanding the high respect L entert5in
| for the two branches of the Legislature, and the
extreme reluctance L have at any time to differ
with them, am induced, by my convictions of
duty, to dissent from the propriety of the pro
visions of the bill, and to return H. with my OBJ
| jectons, TO the Senate, in which it originated.
Lest my opinions should be misconceived and
/ misrer resented deem it due to myself to make
brief exposition of some of the enactments of
the Legislature for the benefit of the PennsyIya-
MIA railroad company since the original act for
| its incorporation, approved April 18th 1916, so
far as relates to its capital stock.
By the first section of the act of Incorporation,
! the capital stock was fixed at seven millions five
| hundred thousand dollars.
The twentieth section is follows; THAT if
any increase of the capital stock shall be deeme
necessary, in order to complete improve the
said railroad appurtenances, it shall be lawful
for the stockholders of said company at any
| nual meeting or at any special meeting convened
for that purpose, in manner rs aforesaid, to in
crease and dispose of any additional number of
shares not exceeding fifty thousand, SC that ia 6
| whole amount of said capital stock shall not ex
ceed ten millions of dollars, and receive and de-
mand the moneys for the additional shares in
like manner, subject to the same conditions here
| tofore provided for the original subscriptions,
shall be provided for il the bylaws of said com
| pany"
The manner prescribed fer the increase and
disposition of the stock in the foregoing section
| is certainly most unexceptionable il being
der the direction of the stockholders and not at
the option of the directors is provided in the
| bill under consideration and which is deemed
| Objectionable.
| The twenty-second section imposed tonnage
| tax of the conditions upon which the orig
| inal charter obtained, which has since been
repealed by statute, and the accumulated tax re-
| leased
By act approved April 23d, 1852 the capital
stock was increased to thirteen million dollars;
! May 6, 1852, to fourteen million dollars; March
| 23i, 1858, to eighteen million dollars; May ID,
1853 TO twenty mil ion dollars and March I'd, 1856,
| 10 thirty million dollars.
With no other object my Part than TO be ser
riceable to my countrymen, TO preserve and trans
nit unsullied the great principles and true poll
| cy of our Government and honorably to perform
the trusts, duties obligations and responsibilities
committed to my charge, proceed in the per-
| formance of these objects as | understand them.
!
| other companies that have aided in the develop
ment of the wealth and resources of the State,
and while [ cheerfuily accord the sentiment
to your honorable bodies l can but regret that
there should be any difference Of opinion between
US on the proposed enactment. And if in stating
the objections L shall use expressions which may
be regarded as too strong, my apology will,
trust. be found in the importance of the subject
will state them frankly and with as much brew
ity possible.
Waving objections to the first section of the
hill
quiry to the legal rights to thus authorize the
| change of the fundamental law of corporation,
/ and tind the stock holders, proceed TO the con-
sideration of the second, which confers powers of
the most extraordinary character upon the direc-
! tors of the com pany: '.prOyiding
further facilities required by the increase of the
| business upon the road and its copnectiOns, and
for such other purposes connected with the bust
ness as the board of directors of said company
may deem eXpedient it shall be lawful for the
| said board of directors from time 10 time, 10 is
! sue additional shares OF capital stock of said
| company, to such amount as they may determine.
and 10 apporton or dispose of the said shares in
| such manner. and upon such terms. as they may
think best and also, for either all of the said
purposes. to issue, from time to time, bonds Of the
said company, payable at such time as they may
appoint"
increase of the capital stock to retire its present
Indebtedness, which, according to the president
and directors last annual report TO the company,
| Is upwards of twenty-six million dollars. Thus,
in this way alone increasing the stock over
hundfed and thirty per centum. and makes 1t
amount to over forty six million dollars But this
is not all 1t is further intended to increase the
business facilities upon Its roads and connections,
land for such other purposes connected with its
business as the directors may deem expedient."
Were this bill TO become a law, to what am cunt
may not the directors extend the capital stock
| with such unlimited privileges? To wha branch
es of business shall it be confined, and TO wa at
may it not be extended And where is the pow
keep it within its legtim ate functions if it
should n IFS
tremendous power, in irresponsible hands, would
| be unlimited and uncomfortable by ~ other
power short of revolution. 1t has already OBJ
tanned. In the various chartered privileges the
pre-occupancy of nearly every possible railroad
route in Pennsylv ania. with the privilege of
branches and lateral roads in large majority Of
the counties. As shown by official reports, it has
besides nearly eleven hundred miles of roads in
Pennsylvania, its extensions to Marietta, Col2m-
bus and Cincinnati, OHIO, and TO Chicago Illinois
and holds large. and in instances, control
ing amounts of stock mother railroad compan -es
When sEch extraordinary powers are attempted
to be granted for unlimited period, I consider
1t palpably contrary to the spirit and inten ton
OF our institutions. The present directors ii NAV
be assumed are honorable gentlemen. for they
assert they have good intentions for the public |
interests well as for those of the company; but
time may effect a change, and new board that |
may not recognize their duty to the stockholders |
and TO the rights and interests of the people and
forgetting their patriotism, might be found ar
rayed against their country when its services |
"SiO iCq II Is not an possiuAo nyp0the- I
sis that It's capital stock might be extended one
thousand millions of dollars, even TO an amount
equal to the present national Indebtedness.
The whole control of the institution, and of !
the issue of its bonds necessarily lie in the hands
of few directors. and not in those of the stock
holders whose real Interests should be represent
ed. The facilities by which any board of direct
ors could perpetuate power in its hands
might be an inviting temptation TO mOnopolize
or engrosS sufficient number of shares of stock
by purchase, and proxies from non-residents too
conhdinglY given. or perhaps by fraudul lent is +
sue, to control the vote of the stock holders The