New-York tribune. [volume] (New York [N.Y.]) 1866-1924, 1869-12-28

et those Touching the issue s5O0OOOO worth tat par
OF convertible bonds OF the COMPANY 10 ue Ell bnd
expense Of laying gauge track on It's Ioad peu
so that narrow ears can be run IRON Cncaso 20
City should say Il that PROPOSITION m9Ie instead
OF loss to the stockholders and creditors OF he
and that there could be no reasonaDio or f6e
owners OF stock in them -Four of the eight suspended
directors as read the paintls complsh wegG R
directors prior to their election IN OctoOer last nS
those four have been suspended ana egOneu ia various
ways because OF the palntn eIs anu ~ ~ t6e% drec
TO have been done previous 10 that month Oy otot ~
tore one OF whom brother OF the President OF the
Company and rehted by an 20 ano.n sho fha inn
propriey ito use no other word OF their suspension
without previous notice of the motion Tor that purpose
To sustain the order suspeudng them the Scripture RUE
that visits sni OF fathers upon their children unto
the third and fourth generation, must DC eAteHueu m
II the plaintiff vas the owner Of the stock OF the COM
pany previous to The election OF IeG.UpS ,ped nroxy
from the person whose name IL stOOu on Tue poAS
The COMPANY ana voted against tho directors who ne
now alleges are unfit for their offices. Many millions OF
dollars OF the stOd perhaps forty, OF niy, Vi noIe y
then have been voted upon ana YET ~ t
Defendants And I'm my judgment, sufficient excuse
for any stockholders failure to vote Is not SET out III 'he
think the plaintiff nowhere lclams in his complaint
that he ignuant OF the alleged misconduct OF the
eight suspended directors prior TO their election III cO
Der last or that le any stOckh0der or DOnuhOue Oh
creditor OF the company from whom no derives ute
took any measures 10 prevent it, Nor does IL appear that
either OF the ne directors who are not suspended nave
regular meetings Of the Board OF Directors than
have been Rld Nor have any considerable
portion Of tie stockholders made any effort IN
that direction Stockholders who did not vote against
the suspended directors, at the last election OF directors
must be deemel have acquesced III all acts OF e&tfaV
agance impDyidence and all acts arising from mis-
Judgment by ay OF such directors, done prior TO suc
election Of which said stockholders had Information sur
fcient to put item upon inquiry stockholaers VINO VIII VIII
look after their interests out OF court shOuu NOV
coGt for ayorS or orders resting In the dscre
There must be differences in opinion respecting the
prOprety audamOunts OF expenditures for depot build
ings offices hOps' ana equipments ioT anu
touching theitcOunections ana extensions ana also as
10 changes IN lie locations OF their Offices, shops, aud
other budinIs; and courts cannot interfere with the
discretion OF directors in such matters The neglect OF
stockholders vote at the last election or directors was
tantamount consent on their part that such stock
holders dtyote at that time might elect whOmsoever
they saw 6t directors Of the company whether they
were moral immoral men, OF Wasteiui OF SN'ra'a
CANT, mppyden in the management OF the affairs OF
the company. The law does not prescribe tho moral
guallhcationsof directors Of corporations
Until sawthe charges OF immortality in the complaint
il a maOriyOf the stockholders of the Erie Railway
Company prder have immoral men or spectators Tor
directors OF hat characterl they had the legal right TO
elect them electors and that they could Brigham
Young director even hbcer, whose heart ITO use
the Language OF "a former Chief Justice of Pennsyl'
vaniai, is aore dark and base than that Of an
arsan."' (OwaId's Case. D1llass Reps. 32gJ
The law is familiar that hardly need to say that
stockholders the company, who nave not expressly
sanctioned a fraud abuse OF trust Oh the part OF the
directors compel such directors to account for the
lectig to yob against thom, would not estOp stock
holders from making directors account FOR their frauds or
abuses trut But when directors are only unwie, or
merely cXtraagaut mprOydent or slightly negligent,
or merely mudge IN the performance OF their duties
the remedy osOckhOders IS to elect other persons Ill
reCtOrs In ther places
IL my dur 10 decide this motion as THINK u ought
10 be decided within the legal rules applicable To H. ana
precisely As tie Judge who granted the injunction aud
orders in question should have decided, ana und0uDt'
eddy would have decided IL he had heard the defend
ants counsel before made any order in the This
| case aud oilers that nave been before the courts
within a yer or two show that there ought to be an
act tho legislature which Will prevent the issuing
OF et puIfc uuC and orders IN Ike TINS, or
where the cuest Is FOR the possession the control
OF franchises and property worth millions OF dol
lars though ibeicye every Judge has supposed he was
acting fairly and IN fartheranee OF justice whenever he
has granted any suchlnIuuctsn or order ef pne fer-
apply tuLudgcs startling complaints ana one
sided aday pleading that they VIII be ruined an char-
accr and made hopeless bankrupts unless they are tenn
pOrrily relctod by injunction or some other Order
aud Judges. beng men, sympahze with them believe
their statements and hastily grant the injunction or Ordet
asked for pme AID OF course errors are committed
and mistakes are made IN SUCH cases. 800
have omitted speak OF the smalness OF the palntlu
alleged Interest In this controversy he amount OF when
infer from what took place on the Argument Is less thh
$1,000 value and perhaps not over nail OF that SUM
when compared with the great Interests aud rights IN
jeopardy the part Of the defendants have done 80
the reason that there other and cOhtrOhg ques
tons IN the case hy decision Will not prevent the plant
~ the defendants from doing wrongful or lesa Acs
Directors OF the Elic Railway Company during the
For The forc going re sons nm the opinion that the
Injunction and orders question should be vacated ana
annulcd wih cOsts. and 81 decide
grcaiyugrct thht TIE illness OF ny oIolhet IaAeI
Ia. east TIE responsibility OF hearing ana deciding this
motion uIDn | eau only hope that nave deter
mined he would have done " lac had been able 10
TN Hiram Gray, David Dudley Field and l. g. Shear
man, fUI efendaLts.