The Portland daily press. [volume] (Portland, Me.) 1862-1921, 1886-01-18
EASTERN RAILROAD.
a Letter from Trustee phillips

Mr.. Willard P. Phillips of the board of
trustees of the Eastern railroad bondholders
has sent the following letter to MI. Edward
Lesley, secretary of the late meeting of
Eastern railroad security holders, which
adopted resolutions rejecting severely upon
Mr.. Phillips course as presiding officer at
the previous meeting of certificate holders,
and calling upon him to resign his trustee
ship:
Mr. Edward Lesley secretary, etc.-Sir: l am
in receipt of an envelope containing an attested
cOpy of the proceedings of meeting held on 9th
inst of which it appears that you were the secre-
tary and my attention is called to the two resolu-
tions, which, 1t seems, you were directed to send
to me.
The first declares that my conduct as presiding
officer at the annual meeting OF the certihcate
holders of the Eastern Railroad Company de
serves, and receives the severest condemnation OF
this meeting"
The second directs you to send me copy of the
resolutions with the request OF the bondholders,
not of the meeting, that resign the position of
trustee the duties and obligations of which have
so signally failed to comprehend"
Had these resolutions been passed at meeting
of the certificate holders duly called for that pur-
pose, the action of such meeting would have
been entitled to, and would have received, re-
spectful consideration; but when lind that no
such meeting has been called, that the meeting of
which you were the secretary was never called at
all, that the intention of holding meeting for
that the so-called meeting was not presided over
by either of the trustees Or in their absence, by
certfcateholder, as the law requires at any legal
be held; and when find, further that OF all those
participating in the meeting (Dy your record), on
1y one man holder OF certificates duly regis
tered and he for only 50, 500 five votes), while
all the others-the officers of the meeting, the
committee to verify (withOut either the voting
register the ballots thrown, or the proxies uSedl
the vote for directors at the annual meeting OF
certificate holders, the movers OF votes and reSo-
lutions, except the one mentioned-were not hold
erS of registered certificates am forced to the
conclusion that it was not meeting OF certi1cate
holders, but, rather, a meeting Of individuals who
were not certificate holders with one holder OF
certificates If | am wrong in this suppostion you
can set me right by advising me how many votes,
one vote for every $500 of certificates held and
registered were, by your record cast for the reSo-
lutions so kindly sent me.
Since the reconstruction act was passed have
had the honor to preside at every annual meeting
except two (when illness preyented), and at eacn
meeting the same course has been pursued as at
the last meeting, and by advice OF the same coun-
The only business which the law authorizes at
the annual meeting is the voting for six directors,
and. in so voting each holder of certificates duly
registered may throw one vote for every $500 OF
certificates held, either in person or by proxy.
And this is the only privilege which certificate
holders are authorized by law to exercise at such
At each of the eight annual meetings over which
have presided the votes have been cast and
counted, the result declared and the dissolution
announced, after the sole object of the meeting
had been accomplished, in precisely the same
manner as at the last meeting. No other business
has ever been done, and no motion has ever been
recognized or put to vote, because when the GER
tificate holders had voted for directors there was
nothing else to be done-their powers were ex-
hausted. Certificate holders can vote for airec-
tors by proxy, but the law does not authorize
them to do anything else by proxy, and at the last
annual meeting / recall no motion made by any
registered certificate holder
As to the duties and obligations of trustee,
which have $50 signally failed to comprehend" !"
many will remember-and some cannot forget
that was compelled by the obligations and du-
ties of my position trustee. to apply for, and OBJ
tain from the supreme court, an injunction re-
straining the officers of the Eastern railroad from
executing lease which has been approved by dl-
rectors and stockholders because 1t contained, IN
the words of the court, 'proyisionS contemplating
such breach of the trust" which fought not to
receive the sanction of this COURT art. does
plainly contemplate anunlawful disposition OF the
net earnings of the railroadby premature pay
ment of dividends to preferred stockholders,
which would amount to breach of trust.' Yet
most of the directors constituting the old board,
and believe all those declared by your meeting
to be directors-elect, were parties to that en-
Joined provision.
Still, / trust sincerely that, in the performance
of duties under the obligations imposed upon me
as trustee, shall not be compelled to perform
again the same unpleasant duty in order to pro-
tect the trust from SIMILAR or any other danger.
am, sir, yours respectfully.
Jan. A. 1886. WILLARD T. PHILLIPS.