National Republican., 1883-02-21
NONE OF YOUR BUSINESS.
The Government Directors Snubbod by the
.... Union Pacific Managers
No Information Given Till Examined by
the Roads Attorneys,
They are Told Chat he Government Has No Further
Concern in the Management
The Financial Affairs OF the Company 81
Ear ms AsoertaIned.

MllNu WIS litll0liliANNh y 'Nt'l''N w ''N
tary Of the interior, give n long and detailed
statement Of the difficulties cxpcr cnced ny
the directors in raining the information re-
quisitc for an intelligent and faithful dis
charge of their duties In the course OF TINS
search for information Mr. Bromley, one oi
the directors, called at the Office of the com
pany in n w York with the view of ascer
tanning if possible. whether any functions
att achcd 60 tie office; and, If so, what was
their nature He was treated with great
courtesy by the chief executive officer Of the
company. who. however Informed him, some
what to his surprise, that practically there were
no functions; that the Office was myth
that the road and equipment belonged TO
the stockholders; that provision Tor the pay.
ment of the cOmpanys debt to the government
had been maic by the Thurman BILL ana
that rs n matter Of fact the government had
no further concern with the direction OF tho
road or its management. IL was evidently ms
opinion that the government directors had
neither duties. responsibility, nor power, ana
that aside from making pleasure trip over
the road, nominally for the purpose of insncc'
tiOn, there was nothing for them TO DO la'
cilitcs for making such a trip, he said, would
be'afordcd at any time the directors might
desire them. As to directors meetings, he
DID NOT KNOW WHEN THE NEXT ONE WOULD
BE HELD,
but presumed that the government directors
would receive notice from the secretary when
ever one should be called. II was not until the
th rd of November, lSS2, nearly six months
from the date Of the appointment of the gov.
ernment directors, that call was issued for
directors meeting TO be held ut New York
OH Nov. 10. At this meeting only two OF the
government directors Mcssrs. Haven and
Bromley, were present, consequently, there
being no quorum, no organization OF the gov
ernment board could be effected.
On the sixteenth of November the two gov
srnmcnt directors who had attended the meet
ing the previous day addressed to Mr. Henry
Mcfarland, the secretary of the company, AZ
Boston. a letter requesting him to call a meet
ing of the government directors at Boston, at
such time between Jan. aud Jan II, 1883,
as would best suit his convenience, for the
purpose Of organization. In the same COM
muniCation they gave him notice that they
desired him 10 be prepared to furnish, at said
meeting specific iufprma tOn concerning seve-
raj points therein enumerated and set forth,
particularly with regard to the proposed issue
Of collateral trust bonds This request was
complied with, and on Jan. IL, 1888, the meet
ing took place at Boston. An organization
was effected by the choice of Mr.. Haven as
chairman, and Mr.. Bromley as secretary. Th'
officers Of the company evinced II willingness
to answer any questions that might be pro
posed, and facilities were offered for examin
ing llle DOCKS anu utCouhlN VI AHt company
Detailed statements had been prepared 10y
the employees of the company for use by coun
sci in the suit contesting the legality of th
issue of collateral trust bonds, land from
these" the directors say, I" the answers 4
several of our inquiries might have been oh
tanned. But 1t was represented to us that
THE coMPANY's ATTORNEYS
were unwilling to have copies furnished II
until they had been submitted to them, an,
a. aAs nrlt nFlN
meet in New York Oh tho sevontt cath of Jan
nary when it was understood that definite an
swers 10 our inquiries would be submitted. A
the adjourned meeting, Jan. II, there wer
present Messrs Hawer, Bromley, Parrish, an
HOyt. A communication was received frOn
Mr.. Ham, the assistant treasurer Of tho com
pany, at the hands of Mr.. Holmes, of cOunsC
for the company subsequently certified to b.
Secretary Mcfarland, containing answers
all our inquiries, as full and satisfactory q
could be desired. Supplementary thereto Nj
Holmes communicated TO u.s. verbally, in al
sweF 10 inquiry, such information as he wa
possessed Of concerning the cOmpany's trans
actions, its conditions, and prospects. At th
meeting VIC had the first real indication of
disposition on the part of any official rel
resentative of the company to treat tn
government directors as entitled to tll
confidence of the managers, and TO disclose
them fran ky and fully the affairs of III
COuIdllys III NltW VI lllb ObSllHNllOuh Nu
delays we had experienced, and the appareI
shyncss and distrust with which we had bee
treated, the natural effect of which was
awaken suspi ciOn whatever may have bee
the INTENT, we were agrceably surprised
find that from all we could learn the MAI
agement Of the road had been prudent an
wise the offices honestly and ably admin
istered; its conditions and prospects goo
with nothing TO be gained from cOncealmer
or evasion, and nothing to bo feared frOI
publicity. The circumstances connected wit
our efforts to obtain recognition as ropreser
tatives of the government in the board {
directors have been narrated somewhat i
detail in order first, that the reasons for til
delay in submitting our report may be know
ut tho departments and second that tli
views hitherto entertained by the managemeI
concerning the functions and duties of tn
government directors may be more full
understood. While we acquit the stOCkh hole
ers' board and the officers of the road of an
design of cOncealing or Withholding anythin
from US for their own purposes Concernin
the management or condition of the road "
feel constrained to say that in our opiniO
the limitations which they undertook TO pu
upon MS in the exercise of our official dutiC
were not only unwarranted by law, but
CALCULATED TO IMPAIR PUBLIC CONF,
DESCE
In the administration Of the company's a
iHb luNbNloh Idlbth w lDob hlltI u
consolidation of the Union Kansas and Del
Yer Pacific companies, as to the jurisdiction
the government directors over the COnsOl
dated company, had never been pressed, an
we understood that their jurisdiction Is N
denied upon the ground Of that consolidation
As TO the suggestion that the Office has Writ
ally been superseded by the creation Of Il
Office of commissioner of railways, we are yeI
clear that no such intention Is expressed
implied in the law. The obvious purpose
the law creating the Office Of Goyerumel
director was 10 secure in tho UCtu
and active direction OF the con
pany, representatives Of the larl
interest held by the government IN the r0a
II was intended that the governments repr
sontatiyEs should not bo u mere medium
communication through whom what had bee
done might be learned, but that they shou
have u voice in the direction, having intima
knowledge Of its affairs and keeping then
selves thoroughly informed concerning all |
transactions and the policy Of its administr
tiOn. The appointment of tho commission
of railways obviates the necessity for much
the detail concerning the condition of ii
road and equipment, aud for tho cxtcndt
statistics formerly contained in the COVER
ment directors report; but in no other I
spect, that we can SEQ does it limit their fun
ti0ns or rolieVo the companies officers Of Il
duty Of consulting all matters concerning h
management. We feel it our duty, therefor
10 direct the attention Uf tho department
the following facts;
/. That, although some Of us received o.
appointments in June, 1882, and althOuj
the bylaws provide that stated meetings