New-York tribune. [volume] (New York [N.Y.]) 1866-1924, 1889-05-22

and IN its main features the approval Of the executive
COMMITTEES OF the Northern Pacific Company pSseo
pnon the so-caIled Arbitration Contract for the pieus
nv the Oregon and Transcontinental Company Vi I'
,oldines Of stock OF the Oregon Railway ana ns'sS
or Company and for tho issue Of It's own consteral
,,st bonds secured by such pledged stock, 10 DC
ia tnr the purposes Of paying the floating indebted
! noss OF the company and securing to 1t an adequate
urorking capital provision was made In the SAID plan
tor couferrng the voting power upon the said STOCK
,or the managers 70 be appointed under the Arnitra-
| uor Contract This plan failed by reason OF tho
t.s,,r,I ~ the assent Of the Short Line and Union
| p.oIsc Companies but the plan was not finally
ha,dored until about the end OF APRIL Tho failure
~ this plan made II necessary 10 devise some other
mans 70 make provision for the hoatnG Indebtedness
., the company which will mature from time 10 une
during the next fow months After consultation with
| the majority OF the executive committee OF tho com
~ carly IN the current month, II seemed to mo that
rys, ana prdsnt method Of raising the funds neccs
sary to meet the necessities Of the company wouln
be 10 issue the remainder OF us StocA as preerL'u
stock and guarantee dividend thereon Oy the pleuBo
| NJ the stock Of the Oregon Railway and Navigation
! Company owned by IT, I'm the hope ana eHpeotAuop
| that the preferred stock could be sold at par
DEFINING THE coMPANY's POWERS!
BY Article VII of the Charter Of Articles Of In
corporation Of the oregon and Transcon'inentai Com
many defining its powers. & Is provided as touoWs'
ffon I'm manner provided and authorized by the laws OF
Oregon and upon any such increase to CLASSIFY the
capital stock of the corporation aud attach specal ter
and conditions TO any class or part thereof
And By Section 1895 Of the general laws OF Oregon
| It Is provided follows:
| "Section 1926. Any corporation organized unoer
the provisions Of this chapter may at any meeting OF
the stockholders which Is called for such purpose by
vote Of the majority OF the stock OF such corporauoh
Increase diminish itS capital stock or the amount Of
the shares thereof or authorize the dissolution OF such
corporation and the settling Of It's business and dispos
ing OF It's property and dividing its capital STOCK IN
| any manner It may SEQ proper
was advised by counsel that under the provisions
Of the charter OF the Oregon and Transconttnenta Com
| psny which have Just quoted, It would DO WITHIN
the power OF the corporation, by action Of It's Stock
holders Increase its capital stock and as expressly
provided In It's said charter to classify such lncrosse OF
stock and attach special and conditions 10 any
| class or part thereof Accordingly Instructed the
coun sci Of the company prepare resolution 10 be
passed by the BOARD Of Directors Of the company at
Oregon which should confer. so far a the Board OF
Directors had the power 20 do So full authority upon
tho officers and Executive Committee NJ the company
10 Issue 10000 900 preferred stock to guarantee a
dividend thereon Of per cent and to secure such
guarantee by tho deposit, pledge mortgage Of the
shares OF stock Of he oregon Railway and Navigation
Company Owned by the Oregon and Transeontinental
Company in such manner and form and under such con
dt!0ns a the Executive Committee shall determine.
Meetings cf the stockholders OF tho oregon and Trans
continental Company, under tho provisions Of It's by
laws only Dc held at It's Office IN the CRY OF Port
land, IN Oregon, ard cus,omsrily held but uncc
IN each year. Tho next annual meeting IS appointed
| 90 be held on Monday, tho l7th day Of June next.
was advised ty counsel that II would require con-
siderable mc to prparr the necessary papers for sub
mission az tho stDchho!dcr' meeting after the gen
craI features % Co, proposed mortgage or deed OF:
In Ii
might DO conferred upon tho Executive Committee and
officers 81 The company take all the preliminary &C.
zion within thc.s power that the question Of ISSUING
to preferred stock might Dc submitted IN perfected
form 10 n" Stockholders a; th"ir sal annual meeting.
adylcd tlc said resolution to b" passed. The sole
motive IN N" pa. sar" Of The said resolution 10
max, provision for al the preliminary steps ncccs.
sary ~ tho car~yiug 0ui 81 the plan, SDd thar they
should be- prepared anil made rrshy for submission Ia
'hc ,t7okholdcrS a. then annual meeting, 50 a 10
AVOID Tic necessity 81 calling special meeting for that
purpose had nothing 20 DO With TIC form Of the
resolution further than TO issu" Instructions To coun
.o 70 prc.ar" It 20 confer he fue't authority
apon the FNwu'Nc Committee and oHhcHH b"nc TO
carry 10 plan Tar IS It competent for the
Boari Of Da'"tors 20 confer such authority
| Tho resolution wa prepared I believe, the sth
or pth of the pr,s,nt month AID no other step what
ever 81 any Fnd charlrt has ever been taken by
| no or by any member q The ENcrudv~ Committee Of
tic Oregon ard Trans continental COMPANY OF By any
clio, looking 10 ne preparation Of certificates for
e proposed Sos 90 the drawing OF any OF the pa.
p.rs necessary %" issuing II the stock. or 81 the
aaMns Il To usr1a'r" Of tie pr cent dividend, or
Of tie uIcdgng a the stock 81 the Orgon and Railway
| NAVIGATION Company go srcuU such guarantee, and
40 action ui any Kind or Character va, ever Intended
ny me- or by any member q the Executive COMMITTEES
10 my knnVle,!gc. hc Ah"n With reference 10 the
issuance Of such stok other than to droct the ooUn-
I | sci q the Pauy 70 draft The preliminary papers
urccs.ary 10 DO submitted first 10 the Executive Com.
iu,trr Of t1' company and then to tae stockholders
at their annual meeting tho l7th day Of Juno next
PRESENT INTENTIONS.
Nv in'eU'ion now Is. II always has born since
reached the conclusion that thi, method OF raising
fund, for TIC necessary purposes Of the company
would Dc more economical and !udiciOus than IA
fund rs indrhcdnc>s hy any further ISSUE Of bonds
10 prepare all ne necessary Pap'5 preliminary "a
the Issue of pr inrrcd stock under the authority con
icrgrd By the annexed Ic,olutou and to submit the
entire question o. %, Stockholders Of this company
a. tarir annual meeting In Portland tho ITth day
Of Juus and re- po.lwly Request that the Injunction
order IN this a'on may bo 80 far modified to
PERMIT such preliminary steps 10 lie taken. believe
that The Plan ~ pHt.uri IN the RESOLUTION, subject
T., such pcli-lng ol detail tho Executive Committee
Of tn company may approve, IS tho wisrst plan which
, cau now b. adop;cI O., meet 10" necessities Of the
company and 10 establish II upon sound hnauc a.
= la-l. HENRY WILLARD.
sworn 70 before mo, his 10th day Of May, 1850,
: l. r. kIDDER.
Notary Public Oh,
, M York County.
Mr. wctmor, alsn rad a." Joint andavlts NJ Mr.
Charles l.. colby ard Mr.. Colgate Hoyt, and al