Vermont watchman and State journal. [volume] (Montpelier, Vt.) 1836-1883, 1875-05-26
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Who are the Elect ?

men, among whom were Bradley Barlow
and +. A. Brooks Of Boston, met in Bostor
last Saturday, and organized as the Boarc
OF Directors ofthe Central Vermont railroad
The value of that organization as a lega
body depends upon the fact Of their election
as directors at the annual meeting in st.
Adams, on the 10th inst If they were
elected as directors, their organization is le-
gally and morally right II they were not
elected, their organization is Of no more ac-
count than the organization in the same ca
pacity Of any other body Of gentlemen.
Were they elected as directors2 Some of
them were and some Of them were not OF
course those who were elected had no legal
right TO associate with themselves others
who were not elected. If they did so, by
that very action they ceased to be legal rep
rcsentatives Of the corporation, and their
action in such circumstances goes for moth
ing. The presumption is that sundry Of
the gentlemen who were engaged in this
Illegal and needless organization into a body
pretending 10 be the Board Of the Directors
Of the Central Vermont, were not elected at
ALL When the ballots at the annual meet
ing Of the stockholders were counted by the
inspectors, after the vote, the inspectors de-
clarcd that certain persons, of whom these
gentlemen were not a part, were elected as
directors for the ensuing year. They were
not declared elected on the stock vote, bnt
others, whose names were given, were de-
clarcd elected. So that the Boston company
of last Saturday whatever else they may be-
were not the legally declared directors of
the board, and were not, therefore, the legal
directors.
Were they really elected2 Were they de-
frauded of their election by the decision Of
the inspectors Let us look at this matter
and endeayor to find where the justice and
the right lie in it. The relations which sub
sist between the Rutland railroad and the
Central Vermont; the relations that subsist
between Governor Page and Governor Smith
the motives of parties or Of individuals the
feelings and wishes of friends or foes, have
very little to do with the decision Of this
question. We have no doubt that Governor
Page was bitterly disappointed at the de-
clared result Of the election, and that other
gentlemen felt unhappy about it, we have
no question that the Central Vermont was
saved on that day from the grasp of the Rut-
land managers and from the jawso of the New
York capitalists behind them; but matters of
public policy and public welfare have moth
ing to do with determining the validity of
the declared election of directors. 1t would
have been disastrous day for the Central,
for the Connecticut Valley for Boston and
the railroad lines connecting Boston with
Vermont, if the plans of Governor Page and
his friends had succeeded. The lean kline
would have entirely consumed the fat kline
The cancer would have sucked the last drop
of blood from the body and the body would
have been as worthless as the cancer if the
Rutland interest had dominated the Central
and the Vermont and Canada. But that has
nothing to do with the question Of the legal.
ity Of this election.
The election depends upon the simple
question whether the gentlemen elected had
a majority Of the legal votes of the stock
list. OF the legality of seventeen thousand
six hundred and fifty votes, there is no ques-
ton. OF the legality of two thousand three
hundred and fifty votes, there is question
When the Central Vermont was chartered
its capital was fixed at twenty thousand
shares. These were all issued Twenty
four hundred shares were taken, and five
per cent. of their par value was paid by the
subscribers which those subscribers subse-
quently desired to be released from taking.
The directors, thereupon, voted to purchase
them, and did purchase them, paying to the
holders five dollars per share. These shares
were transferred to the Central Vermont
Railroad Company and were registered on
the stock list as assets of the company, and
were as much within its power to dispose of
as the shares held by Gov. Page were in his
power to sell
AT legally warned meeting of the drec-
tors, on the 18th instant, held at Bellows
Falls, and adjourned from there at noon to
tors car on the train going north, it was
unanimously voted by the directors to sell
that number of shares held and owned by
the company The transaction was at once
carried into effect The shares owned by
the company, and at the disposal of the di-
rectors, were sold on that day. 1t makes no
difference what the motive of the sale was.
Law does not enquire into the motive of
such transactions, between buyer and seller.
If it is lawful for one party to buy stock, in
order to get possession of the management Of
railroad, it is lawful for another party TO
buy stock in order to hold possession. If
Gov. Page could legally purchase stock in
New York, and transfer it to his name ten
minutes before the ballot for directors, and
then vote upon the transferred shares, Mr..
Langdon could also legally purchase stock
and transfer it on the stock-list five minutes
before the ballot, and vote upon the trans
ferred shares. Neither the motive of Gov.
Page nor the motive of Mr.. Langdon affects
in the least the legality of the transfer or
the legality of the vote If Gov. Page had
succeeded he would not have called in ques-
ton the election. But as he did not succeed,
there is occasion enough for disappointment,
but he will find it difficult TO get place by
law which he could not get by ballot.
His DISAPPOINTMENT may be modified by
the reflection that his defeat, not on any
personal grounds, but for reasons of public
policy, is source of satisfaction to the
friends of the old Vermont Central 1t
would have been gratifying thing to the
friends of both roads, to have seen the lead
ing men of the Rutland and of the Central
working together in harmony for the public
interests. neither buying or selling stock ex-
cept for mutual advantage aud joint benefit.
We had, indeed, supposed that we had come
TO that time; that the state would no longer
be disturbed by the feuds of hostile railroad
parties; that the Rutland and Central would
live in perpetual amity, with a fair division
OF traffic and reciprocity of advantage; that
their managers, in getting rid of competition
bV consolidation would also 90. IA 81 49,