The Rutland daily globe. [volume] (Rutland, Vt.) 1873-1877, 1875-08-07

and to elect a board of directors In opposi-
ton to the wishes of majority of said
stockholders, and that this was their OBJ
ject therein.
This deponent is advised and believes
that If said 1850 shares of pretended stock
were real stock owned by said corporation,
and that the pretended transfer thereof had
been authorized in the form as made, yet
that no such title thereto was thereby con-
veyed to the said Langdon and Mills as en-
titled them to vote thereon In the choice of
directors of said company.
But this depOnent further Is advised and
believes that at the time of said pretended
transfer said company was not in fact the
owner of any of its stock, and had no right
or title to transfer said 1850, or any shares
to said Langdon and Mills and as to this,
this deponent is informed and believes the
facts to be as follows
At the time of said subscription TO the
capital stock Of eaid company more than
one half of the whole number of shares so
subscribed for. entered upon the books
of subscription by said John G.. Smith and
one Trenor w. Park in the names of vari-
Gus persons not present, and the cash pay
ments OF five per cent upon the amount of
such subscriptions, as required by the
terms of such subscriptions, or by law,
was made BY said Park in one sum pursu-
ant to an arrangement and understanding
between said Park and Smith and certain
other subscribers to said stock, who after
wards became directors in said company,
that the sum 30 paid by Park should be re-
turned to him at some future time; that
many of said subscriptions were in fact un-
authorized by the persons whose names
were so ueed, and they never ratified such
nj he rptinpo nj odprto1 rpb r,ov 70 in
| their behalf and that afterwards, in pur-
suance Of said agreement and understand
| ing, resolution was passed by the board
of directors, October 90, 1873 "That the
total calls upon the stock of this company
to this date be 40 per cent, and that out of
said moneys when collected the treasurer
repay to the parties who furnished the
same five per cent originally paid at the
| time of the first subscription to the stock I;
and that the officers of this company issue
to the general subscribers scrip stock certi-
ficates for the amount paid by them upon
all calls the same to bear per cent in
terest from the time of such payments re-
spectively." That said company did re-
imburse to said Park the money advanced
by him Us aforesaid that such scrip stock
certificates to the amount of the payments,
(being 80 per cent. in alp made upon calls
upon II, 900 shares so subscribed for we're
issued by the officers of said company,
under said resolution, but no calls were
ever collected or claimed upon 2, 400
shares, part of 10000 in all apparently
subscribed for, and no scrip stock certiti.
Gates were ever Issued therefor, but the
same were treated by said corporation as
having been made by mistake or for other
cause not binding, and that the total
amount of bona .fde and legal and binding
subscriptions was in fact 1900 shares
although at first supposed by said commits
sioners to be 10000 shares and if any
valid subscription was ever made TOR said
2,400 shares the same were, as this depon.
ent is advised and believes, cancelled ans
annulled by consent of said company, In
manner aforesaid, and such subscribers be
came released therefrom, and said 2 ,40t
shares never became the basis for the ISSUE
of any scrip stock certificates and we're not
and are not any part of the capital stock Of
said company.
That afterwards, and on the 10Th day o.
January, 1874, another vote was passed by
said board of directors, as follows:
"That the treasurer be authorized an(
directed to purchase the stock of this com
pany to an amount not exceeding the sun
of $3.50, 900, paying therefor at rate no
| executing i've per Ccut III tuc puI Vdlu
thereof !" which vote this deponent be
: lieves was passed in reference TO said in
valid or cancelled and imperative subscrip
lions for said 2, 400 shares, and was intend
ed to warrant a repayment by the treasure
to said Park of the five per cent 30 advanc
? ed by him thereon as aforesaid, and to eff
feet balance Of the stock account on tn
treasurer's books. But this deponent say
said 2400 shares were not in fact purchases
! by said company, and this deponent upo
examination has not been able to find an
transfer to said company upon the books o
said company of said z, 400 shares, or an,
part thereof. And this deponent IS ad
vised and believes that said company coul
not under its charter legally buy and hol
any rights represented by such unpai
f subscriptions for its own stock that sue
I a purchase would be fraud in fact and /
e law, and il 1t could be legally accomplishe
might result in the entire destruction @
: the security upon the faith OF which sal
/! company was appointed receiver as afort
: said.
G And this deponcnt further says, that sal
j pretended transfer to said Iangdon an
@ Mills was of said $500 shares, part Of sal
= 400 pretended shares, being not prope
+ stock of said company but rather of unal
C thorized and unpaid subscriptions for stoc
: and those cancelled, and that such pretent
!; ed transfer conveyed no rights to sal
: Langdon and Mills, or either of them, an
3 more especially not the right of votin
: thereon, even if such transfer had bee
n made In good faith, and for an honest pm
C pose.
l. And this deponent further says, that .
t said stockholders meeting, held on the 1877
d Of May, the said Hoyt, Rice and Kinda
t wrongfully assumed to act as Inspectors {
J. election by virtue of this pretended al
J., pointment of May 18th, and as such r,
o ceived and counted the votes cast for
s rectors Of said company, and against r.
i peated protest accepted the votes of Mill
e and Langdon, by which tie Smith boart
d 80 called, were elected over the Page boar
v on callad