The Findlay Jeffersonian. [volume] (Findlay, Hancock County, Ohio) 1870-1881, 1876-07-14

! ROAD.
RrNeTtfug - 20 the cas-. of the. ST
! Louis, Alton 4 Trrrr Haute Company.
| We submit NoIH- further facts abont
| the trials and iribuIatiOns of the Sto *
| holders Committee and their counsel.
{ Mr.. w. G. Whitney. in their attempt
to elect Directors, and to obtain infor-
nation in regard to the position of the
company's affairs. We can not do bet
ter than TO give the words of their own
report of the matter, as follows:
THE result of the voting at the an
nual meeting, as shown by the certiti-
cate of the inspectors OF election, placed
In office for the ensuing three years,
under the Classification Act, the four
gentlemen voted for by Mr. Butler, the
PRESIDENT of the company, and certi-
lied to their vote as having been about
40, 300, against 81, 400 received by the
gentleman for whom we had voted. A
large proportion of the vote cast by
MIR. Butler was made up, as we were
surprised to discover, OF proxies more
than five years old.
1T included vote upon the retired
bonds of the company, contained in
the sinking fund-about 5000 out of
the 46, 600 votes. Several proxies, of
fered by Mr.. Butler, We're withdrawn
on account of the persons who execu-
ted them years ago having since died,
to the personal knowledge of some of
US. There were doubtless many such
cases that escaped our objection, on
account of the death not being within
our personal knowledge. In addition
to this, large number of votes, upon
proxies palpably Illegal, were received
by the inspectors against our protest,
and without any regard to their action
i'll the premises.
''As an illustration, merely, a proxy
was presented, signed in 1865, by Mr..
Peck, as President of the Terre Haute
& Richmond Road.
''Mr. Peck left the Presidency of
that company many years ago, and the
proxy contained a memorandum in
Peck's handwriting, undoubtedly writ
ten at the time, in 1865, to the effect
that the bonds which the proxy cover
ed had been sold by the company, but
he was informed, had not been trans
ferred
'"This vote was received against our
protest, and will serve as an illustra-
ton of the manner in which the inspec.
tors of election conducted themselves.
1--WE entertain no doubt that large
majority of the votes cast at the cleo
ton were cast by us.
You are aware that the Directors of
the company, some three years since,
classified themselves into three classes,
under the statute of Illinois, and un-
der this classification the official term
of but four members of the board ex-
pired this year; but, having ascer-
tanned that two of the Directors,
MeSsrs. Russell, Sage and Selah Cham
berlain, were not holders of any of the
stock OF the company, We were advised
that there was grave doubt whether
their seats in the board We're not va
cant by reason of that fact, and that
though their term of office did not ex-
pire this year, it was as much the duty
of the stockholders to I'LL vacancies
thus occurring as to fill those arising
from the expiration of term of Office
Accordingly, in casting our ballots,
we voted for two other stockholders of
the company, specifically, in place of
Russell Sage and Selah Chamberlain;
but although no other votes were cast
for persons to ill those vacancies, ex-
cept those cast by ourselves $50 that
the vote may be assumed to have been
unanimOus), the inspectors of election
failed to make any recognition of the
vote so east.
IS, bsequently the inspectors, find
ing that their conduct wis commented
upon unfIvorably, not only by our
selves. but by others who were present,
made u copy of the poll list for our
use, showing the facts, and the chair
uIan of the meeting, Judge Underwood,
who acted with great impartiality, and
FOR whose character we acquired the
greatest respect, volunteered to certify
as chairmen of the stockholders meet
ing, to the actual facts with regard to
the votes east by Us.
''It was claimed by them that res
olution had been passed that the stock
holders proceed TO vote for four Direct
ors of the first class, and that, under
such n resolution, we could not fill any
vacancies, but rs we had not heard any
such resolution passed, and had GER
tainly not voted for it, we feel at liber-
ty to claim, without questioning the
fact of such n resolution having been
passed, that this was the general cleo
ton of the company for the year, call
ed under a printed notice, which made
no reference 10 any class of directors,
and that no number of stockholders
could deprive US of our right, given
by the charter, to fill all existing vacan-
cies by passing Il resolution viva voce,
limiting the election to certain vacan
cies.
''Such use can be made of these facts,
hereafter, by the stockholders as shall
seem to them advisable. it is well to
say, in this connection, that while the
votes were being taken we objected to
the inspectors, upon learning that but
one of them was a stockholder in the
company, the charter prescribing, as
one of the qualifications of the inspect
or of election, that he shall be a stock
holder in the company.
''We are also advised that there are
grave doubts whether two of the gem
tleinen certified to as elected are not
disqualified by reason of residence
The charter of the company provides
that n majority of the directors shall
always be citizens of the State of Illi-
nois, residing in the counties along the
line of the road. As the Board of Di-
rectors was organized and constituted
1t was necessary, in order to fulfill this
requirement, that all of the directors
of the first class whose term expired
this year, should be replaced by four.
all of whom We're citizens of Illinois,
residing i'm the counties along the line
of the road. Two of the gentlemen
whom the inspectors certified to as
elected do not reside in the counties
along the line of the road, and one Of
the two is not a citizen of Illinois.
''It is claimed by us, in your behalf,
that these two gentlemen, being dis
qualified under the charter, the votes
which they received should have been
rejected, and two of the persons for
whom our votes were cast, all of whom
were qualified, should have been de-
elared elected, as having received the
next highest number OF votes. Such
use can be made of these facts, here
after, by the stockholders rs shall seem
to them advisable.
''This much with regard to the elre-
ton. The sum and substance of il all
Is that,
Il. We cast a majority of the votes
legally polled.
80 IL we should be mistaken in
this position, we claim that we elected
at all events, four members of the
board.
The result of the election showed
that it was controlled by proxies six,
seven and eight years old, the use of
which, in our judgement, can not be
too severely condemned Ii results
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