Burlington weekly free press. [volume] (Burlington, Vt.) 1866-1928, 1875-08-13

iht ttnlfal vermont directors Litigation.
The application 10 the Supreme Conr
Tor leave TO file, at the term to be held a
Montpelier On the 10Th inst, an information
in the nature OF que uarranio agains
John q. Smith. Worthington c. smith
John q Hoyt, John y Kimba!l. BENJAMIN
r Cheney, Francis Cox and Jed 2. Clark
charging that they have usurped the Offices OF
directors Of the Central Vermont Railroad
Company, Is based upon an affidavit of ex-
Gov, Page, the principal portion Of which
we copy below. The affidavit recites the
familiar allegations, as to the organization
OF the Central Vermont Railroad Company;
the cash subscription of 10000 shares, and
the meeting Of directors called at Bellows
Falls, May Is, 1875, upon what is declared
to be unusual and insufficient notice. As
to this it says:
At about noon OF May L. A. D. ls-5. certain
telesrsms were 'ent from South Royaltou. in Wind
sor County, in this State purportny to he signed
6eOrke Nichols, CLERK, D" 10 some or AN OF the tbe1
e5 sting board OF d rtctors Of said company, to the
eHect That meeting OF the directors would he
he4d " at the depot in Bellows Falls Vermont on
Tuesday, May 18th. ISIS at half mast one o'rlocr
p. IN. and further SAYS that il is provided nv -
bylaws OF said company that Directors shall he
notified IN writing OF the tine and place Of all
meetings OF the board, except adjourned meet n =
reasonable time before hand - and this deponent
Is ADVISED ana believes that said telegraphic no
uces we're not IN writing, within the meaning Of
SAID provision, and, as the same were received
we're wholly unauthent!cated, aud could not be
known 10 be genuine, especially as coming from an
unusual place and away from the PRINCIPAL office al
sAlu company, ana as coming from the clerk with
yut any apparent authority Of the President or
Vlce-Presdent, as required by said bylaws and
IS further advised and believes, that said notices
were not given q reasonable time before hand
Nllnln Tue meaning OF SAID provision, Inasmuch a.
SAL directors RESIDED al widely separated points in
olnerent States. and many OF them were subject 10
previous arrangements anu eng agemeuts tor the
we hours next following the receipt OF
SAID kilograms, land whether or not such tele-
grams were IN TACT actually received by al! OF
sald directors, or by. how many or at what tire
oy eaeh' ths deponent Is not informed except as |
TO himself, who then one OF the directors san
COMPANY, and the first vice-presideut thereof ms
uepoheht says that the first knowledge he had Of I
sue . proposed meeting was by such telegram re- |
SeNeI oy MIN al SAID Rutland after the departure
from Rutland OF any railroad train by which he 1
could have reached the place named for sueb meet
M al me TINE named therefor; and that upon re
eelvins such telegram he telegraphed 10 mid / -
smith al bellows Falls, that said cali forsa meet
ing was received after all trains had Left that the
notice o. said meeting was not reasonable and il
was Impossible Tor hun to get there.
The meeting of six of the thirteen direct
ors at Bellows Falls; the adjournment TO
the cars; the vote declared to be in the
opinion Of deponent illegal and invalid
Authorizing the president to pledge or sell
any stock or other assets belonging to the
and execute any transfer that
may IN the opinion of at least two of the
finance committee, be deemed necessary
IRE next recited. The affidavit proceeds a.
follows
Ana I'M: dsponent further says. that on the next
iA! 70 VII, May 18th, at st. Adams the said Jobn
J. ON PRESIDENT, did not call to order the saiJ
y. directors as u was MS duty to do arhO1sh
~ i ~ "as mere an1 then present the time
na pace appointed for their meeting as aforesaid
ut ust prior TO Y O'Clock o: that day he pretended
Q uansier TO said James K. Langdon in hebsif ~
80 ~ % Loo shares Of its stock TO be
e1a a. eoiateral security, with right 70 purchase
nv win power TO vote on and represent said stool
J any ana ali meetings and lso 10 one LANSING Mn
= slales N IKE form Of transfer, aiming to
= authorized so to do by orce OF SAID pretended
Iutonsi and entered on the transfer books OF ssi
.mPAhy secretly such pretended transfers. hut in
a 80 70 90, the said John Il. Smith did not
no" me pretended authority given-in this re-
pe peer among others, that said Langdon was him
q! member OF said finance committee ana a., |
~ .n,ei sAles or transfers severaly received
.siuss ssa president, viz. said Rice, there beinc
~ O'nefs o. SAD finance committee present s-or5
a., 80 ele hhole transaction was kept secret until "
~, = va eon pleted and this deponent is in =
,lIeo Gnu believes that If said Langdon and Mills
20 ~. az, Jung or gave any obligation on said a.
re'enaed transfer, it not until after aid meat,
= anu after they had teen allowed To vote and ! "
~ tOted on suen pretended stock; and This deno
sa,' oeleEes That said resolution and pretended
~ .. sAla stoek were not bona nd, and for the
!. Pvse represented but were rart OF A schema
,nlrlFed by said John Il. Smith. and rba SO
~ .ton T. Smith, Hoyt, kinhal Rice s,d | II
= .SeVu conleueraong with him, to enable hin, | IL
'.sraoly 70 carry said election and 10 elect a "
'ate ~ directors in opposition to the wishes 2
eir OBJECT therein. "-- 'Ha' 'nis was ca
MS deponent is advised and belIevas tho, :, 81
ID $50 shares Of pretended stock were re,1 az, nj
neu y SAID corporation, and that the preiendeS
AnseI tneteOi had been authorized in t6a fnr,, -
sue, yer mat no such little thereto was ,berahs N
usey % 70 the said Langdon and Mills a. am; -
said company. Nies'ois ~
But this deroneut further is advised and hsl;.rs nc
a. al the time o. said pretended transsar ~
= pany was not IN iact the owner Of spv ~ ;,s
- anu nAl no right or title 10 transfer ss;S
~ y. any SHARES 70 said Langdon and Miiiis |
80 ~. ms, tns deponent is Informed and he !
Al the time Of said subscription IN thu ..,,..,
~ ~ y. az company more than one-half of ne
oie nunnei q shares 30 subscribed for were an.
&c upon the books OF subscription by sd Iohr
omi,n Ano one Irenor W. Park in the n,ns. ~ Nj
r,ous persons not present, and the cash paxm.n,
w psI cent upon the amount OF such subscrin
~ a. tequfeo oy the terms OF such suhscr,p- -
~, " ~ nv, vas made BY said Park in one sum a
reant ~ N arrangement and UNDERTAKING. he. | d
- eeid Park and smith and cor tain Other mn N.
'osfs 70 sa!o stock, whe astervsrds bscsrs Al