The Portland daily press., 1868-01-11

Saturday Morning, January IL, 1858.
Another Chapserzof the Railroad Contro-
PORTLAND.

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- - -
Another Chapsersof the Railroad Contro-
vtrsy. -.-s -.
We have now arrived at chapter four of the
European and North American newspaper
serial. A week ago we published the facts
contained in two communications to the Ban
gor Wing, the first supposed to have Leen
written by G. K. Jewett, in behalf of the Cffi-
GERS of the road, and the second a reply there
to, written by John A. Poor, of this city, in
behalf of a part of the stockholders. On Tues
day last, the third and most sensational chap
ter appeared, in an extract from letter to
the Whig OF the previous day. Mr.. Poors re-
joinder is before us, and as we have published
both sides so far. it is but just to continue to
do so, though the contest now bids fair to be-
come interminable. .f u. ..-.....
Mr.. Poor sets out by making proposition
to his antagonist that will strike the public as
deserving Of consideration, as being the only
probable means of arriving at the exact, or
rather the ,ohole, truth, viz: to put the rec
ords of both stockholders and directors into
the hands Of job printer, and have them
published for the information Of the public.
LIE then states the position of the stockhold- :
ers with reference 10 the contractors as fol-
lows: sH3yTao a uoHa sgsui8T =l4 sa1 3
Allow me to inquire of you, Mr.. Editor,
whether these Associates made q contract
to build the line to Winn, and whether their
boasted profit of $4,000 per mile was not
enough, having the benefit of the 81 000, 900
Bangor Loan, and pledge of the stock OF the
Company to ensure payment of the contract
price? The stockholders in making the COL
tract of March 22d, 1856, took the risk of los
ing their stock, in case the company could not
pay them, the contractors, their money for
builiing the line to Winn, but this risk was
open till the line was finished to Winn. This
is all they ask now. They care not who
builds the line, or whether those contractors
borrow the money in Bangor or elsewhere.
They do insist that these men who agreed to
build the line, shall fulfil their contract or re-
tire from it. They acted with their eyes open,
under counsel of their own choosing. Let
them stand to their contract like men or re-
tife. noii f.ugog aai l7 ira1 aI y. .lHo ustua
With reference to the calling of meeting
OF stockholders, which seems to be one Of the
principal matters of controversy, Mr.. Poor ex-
plains that after it had come to his ears that
Mr.. Jcwett, President OF the European and
North American Railroad Company, had
spoken disparagingly of his (Poor's) interest
in the road, he had made it point to keep
alive the annual meeting of the corporation
From the time OF the annual meeting in Ju-
ly last till the 4th of November last there was
no adjournment without day, it having been
agreed that the meeting should be kept open
till the meeting of the Legislature on the 1st
January. But at the stockholders meeting
on the 4th of November, which Mr.. Poo or and
his associates did not consider it necessary to
attend, Mr.. Jewett having agreed to take no
advantage of their absence and to keep the
meeting open by adjournment to time GER
tain, an adjournment sine die was carried
This. grave charge is supported by the affida-
Wits of Mr. Poor and of Peirce, of the firm of
Peirce and Blaisdell, contractors. In conclu-
sion, on this point, Mr.. Poor details his subse-
quent efforts to have stockholders meeting
called by the directors, and his final resort to
call for meeting on Monday next through
the agency of a justice of the peace. He says:
The stockholders of corporation have
the right TO control the action of the Board
of Directors and all its other officers. ANY
attempt to issue stock without the consent of
the stockholders-who have the right of pur-
chase of new stock in the proportion of their
interest in the old stock held in the Company,
is fraud on the rights of the stockholders,
who have the right to meet and advise on
the affairs OF the Company, and the Direct
ors cannot deny or abridge this right by a
postponement OF meeting to time other
than that designated in such call, made in
conformity with the bylaws OF the corpora
ton. If the Directors can postpone such
meeting eight ,ceeks beyond the time re-
quested, they may postpone it eight years in
order TO work the ruin of corporation. Be
sides this, the respondent and other
stockholders find it needfl to correct the
records. as.t4ra--f bsrr4+ea-eft O. f.isva er -...
The remainder of Mr.. Poor's commmica-
tion is devoted to impeaching the record
of the stockholders meeting, at Bangor, on
the 31st day of December, 1866. At that
meeting the record shows that vote was
passed waving what is known as the second
Bangor loan of S50OO00, and authorizing the
issue by the company Of bonds to the amount
of three million dollars, said bonds to be Sc
cured by mortgage of the entire road and OF
all the timber and lands of the company, that
part of the road from Bangor to Lincoln be-
ing subject to a prior lien OF the city of Ban
gor to secure the repayment of the S50oOO0 of
the first Bangor loan. Mr.. Poor AYERS that
he was present at the December meeting and
that no such vote was passed, supporting his
allegations by a certificate signed by Peirce
and Blaisdell, Charles j. Gilman and himself
He maintains that such vote would have
been gross fraud upon the original con-
tractors, Peirce and Blaiedell, who were to
have the benefit of the whole 81 100000 OF
the Bangor loan. The stockholders actually
voted at the December meeting, as Mr.. Poor
says, "to issue So 100000 of first mortgage
construction loan bonds, subject to one mil
lion ofBangor loanbons, whichmillion of Ban
gor loan bonds were to go to Messrs. Peirce
and Blaisdell for building the line to Winn."
Since the discovery of the alleged untruthful
record there has been no meeting of the
stockholders to correct it, and, in view of
these facts, Mr.. Poor thinks no injustice can
be done to anyone by a stockholders meeting.
Now for chapter five. a6i-ra7 i3 s11e5 eEo-