New-York tribune. [volume] (New York [N.Y.]) 1866-1924, 1883-02-21
UNION PACIFIC.
REPORT OF THE GOVERNMENT DIRECTORS
AN ELABORATE DOCUMENT FILED AT WASHINGTON
YESTERDAY.

COMPANY was HIeu aJ lne lulcI4ot DcpdIthOHV "
dav. 1t was presented by Isaac II. Bromley. Secre-
tary of the Government Board. and was signed by
Messrs Haven, Bromley, Parrish and Hoyt The
salient points of the report, which is long docu-
ment are as follows:
Three of the present Government directors OF me
Union Pacific Railway Company appointed IN june
others Mr. Ferry was appointed November Is, and Mr..
HOyt November % lSs2 All were entirely new 10 'i nc
duties Of the position and without any G ord ira
course, either OF the condition OF the ro'1 anu rs
branches or OF the affairs OF the colloor ,Jr nnnr
circumstances which will presently appear our opli
tuniues for gaining the Information rcqhsV iU a. I,
te igcnt and faithful discharge OF our d' icS nI' ~
exceedingly limited, and our report % d, ii lj val
fail and complete in many particulars as We cVuiu N
ceiving any recognition from the ki OIL, r. board
one of our number Mr.. Bromley, caIea ~ me oiui VI
the company New-York with the view OF "sc,
II possible, %iit'le, any ~ lie was treated win
great courtesy By the chief executive Ohcer OF inc CON-
Uanv who. however. informed him, somewhat 10 ms
maj practically there functions; that
H. 6ice was myth . that tie road and equipment
belonged 10 the stockholders; that provision for IN,
payment of company's debt 10 the Government Ead
been made 10y thurman bin; and that as OF
fact the Government had no further concern WIN the
direction OF the road orlts infringement - MAJ pccn
tlc practice in former years he said, Tor the GoNrh
directors to make trip over the TO ut ana To hahe
repor OF us condition. Du al Iue aus an" nsgs
contained in the report were obtained from inc reports
OF The companys own on, trs ana the company poohs.
Moreover there lees necessity than even Tor
such report, since the ground II would uy was az
ready cove ed by the report the Commissioner OF Rail
roads, an Office created Dy recent t-sl@toN ~ "'S
evidently his opinion that tue Government directors
had Meth dues, responsibility huI poNtI' anu 'neu
aside from making pea ure trIp oV, ne 70 u no. M
nally for tie purpose of Inspection there was hhG 0r
would be afforded any time the director, might desire
This sueucl definition of the functions o. The Once SlI
hold promise OF usefulness, III our Olfcia
position, 10 either The Government the company.
re0ue' forwarded 10 tne secretary OF the cOmpa ~ al
Bos on Tor copies OF al relating TO the company
and particularly for the legislation by which the Office
OF Government director had been rclegsted TO the DO
main Of mythology. received prompt courteous
Spouse, bat nothing found III any Of the laws upon
tue subject The law creating he office OF @ mmi--
OF Railroads, that seemed 10 warrant tie assulnp
ton that the duties and responsibilities OF the Govern
h TsI' directors i'u O''H IL any way ''''' ~
DIFFICULTY IN HOLDING MEETING.
1t was not until November 3, 1SS2-neary six months
from the date Of sppolntmeni-hat call vas issued
for a direotors' meeting be held at NewYOrk on No
vember 15 AT this meeting only of the Govern
ment drectOrs-Messrs. Haven and BrOmley-Werc pres
eut Consequently, there being quorum, no Organ
cation Of the Government Board could he effected BY
action stockholders Board in accordance with tie
provisions charter, all the directors were assigned
to committees Prior to this meeting public announce
Inent had been made OF forthcoming collateral trust
loan Issued hy the company 10 be secured ny the
deposit Of bonds OF some branch roads already
built ana under the management OF the company. Inc
report OF the previous meeting contained 40 reference 10
this loan, nor was made the subject OF discussion II
was learned that the Executive Committee, WHICH ha4
managed the transaction 50 far az II had proceeded hd
been by previous acton OF he bo!iu ehuo"tu WIN suV
absolute authority that tncacn or appsoya OF Its
acts by the Board was deemed necessary
ON the I6tl OF November the two Government dircc
tors who had attended tue meeting OF the previous day.
company. al Boston, letter requesting MN TO can Il
meeting of the Government directors at Boston al such
between January and January Il, 1883 as would
best suit convenience, Tor the purposes organizl
ton, exc. In the same communication thtl gave mn
notice that they desired him be prepared to furnish
such meeting specific information concerning several
points; among Others "daia t0ucmBg cohsIIuc-
lion, cost condition, etc, OF all roads owned or
i NV main live nTspcts " reye1ue from collateral
roads what portion revenue applied TO the tx
tngushment Of the debt OF the Government, ana rom
Wb9f sources Observation-Disclosures from the main line or the
VI AT Is o
made since the main line was completed and under hat
authority" In addition these inquiries ey said:
"QuestODs having arisen legality OF the
proposed issue OF collateral trust bonds, We should be
glad TO be definitely assured tat the issuance OF ne
same IN strict 968FSGe W he Pr9Tsions OF lIe
ing TO lay before such legal opinion viii remove
any doubt that may exist upon this point
that he had been Dtrustcd with the power 10 con-
the Government directors and dslkcd 10 assume
that duty He suggested that the directors agree upon
q chairman who should issue notices for such meeting
As the information sought he said: am instructed
10 say thai the officers the company here will
is with their enrOsSing occupations, be ready
to the far may be useful OF necessary
20 enable the directors To discharge their duties ON
the I'D OF Nosem5er MessIs. I'aven and Bromley
renewed their request upon he gfouu lhhI lhIS ulu
not constitute quorum; consequently they could not
organize by TIE appointment o. a chairman s sl
On the 25th OF November lheh request was cohPAcu
with and d meeting OF the Government directors was
called by Secretary Mcfarland to take place at BOSTON,
January u, 1855 Notice Of this meeting sent 10
Mr.. Hoyt, who mad just been appointed ID place OF MT
Meantime on the 21st Of November, 1852. Of our
number (Mr HAVEN having been served with notice
of suit cOntesting the legality of the forthcoming
collateral trust ldan-of which ne hgd 10 knowledge
except from common rulnOr-hcs,Is Haven ana HioIn-
lev addressed the Department setting forth the situation
OF affairs far as they were Informed, una asking lii
structious concerning the course they should pursue 10
the premises. The information, received uHojcally
sone.h later that the loan had been Withdrawn and
that s issuance was no longer contemplated obVutrd
the necessity 10 inquiry. The Govern
director appointed on the Executive Committee not
having had meantime any houct OF "a mc,lHt o. lL,l
committee. We Ignorant OF the authority by winch
1t was withdrawn as Of that Dy which Inc Issue Was
ordered.
INSTANCES or NEGLECT OF LAW.
AT the meeting OF the Government directors AT the
companys Office, in Boston ON January H. ls,3, there
were present Messrs. Haven, Bromley Parrish aud Ioyj
An organization effected 10y the choice Of Mr. Haven
a. chairman and bromley secretary. No formal
had been prepared 10 the questions propoundcd n
the communication from Messrs Haven and Bromley
referred above but the secretary and other officers Of
the company cynced willingness % answer any quc,-
for examining the books and accounts OF the company.
At the adjourned meeting on January j. We had the
FIRST real indication OF disposition on the part of any
G"yrruIn,t directors a. entitled to he confidence O, the
managers and to discOss 10 Them frankly aud fully the
affairs the company. In view of the distractions ana
delays had Xpcricncrd and the apparent syuc- aud
distrust with which SIC mad been Tcatcd-thc natural
effect of which to awaken sushcOn-we were agree
ably surprised 10 find that from all We could learn ine
management Of the road had been prudent ana wise II.
affairs honestly aud ably administered, Its condition and
piOspccS good WIN nothing 10 DE- gained IRON cHno,I
inent evasion and nothing TO be feared from publicity
feel II duty however 10 direct the attention OF
the Department 10 the foil wing facts:
l. That although some OF received appointments
-
stated meetings of the Board shall be held quarterly,
received notice OF any meeting until November and
then OF a special meeting and that 40 quarterly meet
mgs have been held to our knowledge since our appoint
mcnt.
q That all the proceedings relating 10 the important
transactions OF issuing collateral uustsoan were had
without our knowledge or any notification 10 us.
3. That the equally important transaction OF with
drawing the loan decided upon without our khowl-
edge any notice 10 US.
4. That a dividend declared in December and
notice Of the published without the knowledge
OF any notification TO- the Government director who
member OF the Executive Committee, any other
of our nulnl cr.
8. That have not been consulted concerning the
inception progress Of any matter falling within the
province OF the directors aud have only learned alter
the event. iiOr current ruOr or by persistent inquiry
OF any action Of the directors their Executive Com