The daily dispatch. [volume] (Richmond [Va.]) 1850-1884, 1868-11-28
PRoTR ACTED ,SBssI0Mha


Colonel Baldwin called the meeting to
order punctually at II O'clock yesterday.
On motion Of Mr. Lyons, of Richmond, o
doorkeeper was appointed.
Colonel Cabell, from the Committee on
Proxies, submitted the following
MAJORITY REPORT.
The committee appointed to examine and
report upon the proxies, and to ascertain if
quorum for business be present, respect
fully report that they were furnished with
list of the stockholders by the officers of
the company. The amountof common capital
stock of the Virginia Central Railroad Com
pany held by individuals is l3,525 shares.
The State of Virginia holds 20,140 shares.
making a total Of 1865 shares. Stock
holders by virtue of land subscriptions,
contracts for iron, &C., to required stock of
Chesapeake and Ohio Railroad Company,
7,772 shares subscription by county and
the city of Richmond, 30,250; subscription
by individuals, 200; subscriptions to COM
mon capital stock, 80. The whole amount
Of stock is ,937.
A Quorum consists of the majority of the
stockholders. The committee reports rs
present by proxies 81, ,l37-a number large
iy exceeding q quorum; private stock,
1886 State of Virginia, 20, ,l40; land sub
scriptions, 3,491 city and county, 3O,25O ;
total, 62,l37. @,''-' .,1.
The list of stockholders furnished by the
officers Of the company shows that several
counties in Virginia and West Virginia and
the city of Richmond are stockholders to
the preferred stock Of the company. This
city and these counties are properly repre-
,ented by proxies made out in due form.
These proxies were objected to. Your COM
nittee think that the list Of stockholders
forwarded by the company affords prirna
facie evidence of the validity of the stock,
and that these counties and the city of Rich
mond are entitled to be represented in the
meeting of the stockholders. The law al
lows the Board of Directors of the company
70 obtain stock upon such terms as they may
think proper. The counties and cities are
authorized by law to subscribe to the stock
of the company. They have pursued the
authority in due form, and have subscribed
to the stock, and the president and direc-
tors of the company have accepted the sub
scription, and have received consideration
entirely satisfactory to them. We are con-
strained to infer that these subscriptions
are binding on the company, and equally
| binding on the counties and cities which
have subscribed to the stock, and whose sub
scription have been approved by the direc-
tors. Further, it may be stated that the
stockholders of the Virginia Central Rail
road Company, at the called meeting in
May, 1867, passed resolutions empowering
the directors to contract with the commits
sioners of Virginia and West Virginia to
construct the Covington and Ohio railroad
The first condition was that if the
amount of money required to put the road
in operation from Covington to steamboat
navigation on the Kanawha river with the
necessary buildings and equipments not
less than $5,00,0O0) be not raised within
six months from the date of the contract
by subscriptions of stock, which the Board
of Directors believe are available, and they
are willing to receive as cash, then and in
that case this company shall be relieved
from the contract if they desire it." This
resolution gives plenary power and affords
large discretion to the Board of Direc-
tors. They are authorized to take sub
scriptions of stock which they believe
available and were willing to receive
as cash. The FIVE millions of dollars re-
quired by the resolutions Of the called
meeting in May not having been obtained
at the annual meeting in 1867, the resolu-
tions were modified, and the amount re-
duced to subscri ption of three and half
millions of stock. The acts of Virginia
and West Virginia authorize a contract to
be made with any party which could give
satisfactory assurance of being able to com
plete the Covington and Ohio railroad, pro-
vided capital to the amount of S3,O0O,O0O
was raised by the contracting party. A
subscription to the amount necessary hav-
ing been secured, a contract was made on
the 3lst of August last to complete the Co.
Yington and Ohio railroad. We believe
that the contracting parties have authority
to make this contract, and that the Board
of Directors believe these subscriptions
available, and were willing to receive them
as cash and that in this they exercised a
sound discretion, and the subscriptions are
binding on the county and the city Of Rich
mond, and will entitle them to representa-
ton in the meetings of tho stockholders.
The act of Virginia and West Virginia
provide that each stakeholder shall have
one vote in the meeting of the stockholders
for every share of stock held by him. This
language is clear, distinct, and unequivo-
cal, and applies to every stockholder indi-
dually, county, city, and State. The Chesa-
peake and Ohio railroad is to be constructed
through Virginia and West Virginia, and
no separate contract was intended to be re-
tanned by the State Of Virginia as stock
holder. She was to be considered and treat
ed as any other stockholder, with no more
power and no less. We have, therefore, re-
ported the proxies Of, the State Of Virginia
as entitled to cast one vote for every share
of stock held by her. In regard to the land
subscriptions, the committee think it does
not come within their province to discuss
the propriety or explaining OF, these sub
scriptions. The Board have undoubted
right to receive subscriptions, and they
have exercised this right. If the Board
can hereafter show that they have been i'm
posed on in making these contracts, the
courts will afford them relief; but there is
no evidence offered US to go into this in
curry, and it does not come within the
scope of our duties to report further than
that these subscriptions are such as the
Board of Directors are empowered to re-
ceive.
In conclusion the committee recon-
mended that the city of Richmond and
counties of Monroe, Pocahontas, Caben
Wayne, Henrico, Allegheny, Goochland,
Fluvanna, and the State Of Virginia be
each entitled to cast one vote for every
share of stock subscribed by said city, State,
or county.
z,ySopTTv PEpoRT