The daily morning journal and courier., 1894-10-18
A RATHER LIVELY MEETING
CONSOLIDATED ROADS ASNUAL-A
 LARGE REPENTANCE.

A Good Deal of Discussion and Much op-
 position to an Obnoxious Ruie-The huio
 te he Changed-The old Board Re-Eie
 cd by Nearly Unanimous Vote.
 The annual meeting of the directors of the New York, New Haven and Hart ford railroad yesterday was an un- usually interesting one, a little out of the regular routine. The stir was over the new rule of the directors prescribing that only the choosing of directors should come before the annual meet ing. and this subject was considerably discussed.
 The meeting was called to open at l2 o'clock noon, an hour later than these meetings have been called In pre- vious years.
 The object of this was to enable the Massachusetts and Rhode Island stock holders an opportunity of getting to New Haven without having to start the night before.
 There was a large attendance of d. rectors. Quite a number of ladies were present. At exactly 12 o'clock President Clark entered the hall, accompanied by Governor Morris. Immediately be- hind them came Vice President Hall, Hon. H. c. Robinson of Hartford, Hon. Charles French of Seymour, Professor George G. Brush of New Haven, Joseph Park, Henry s. Lee and William Rocke- feller of New York, Leverett Brainard of Hartford, George M. Miller of New York, Royal c. Taft of Providence, Charles F. Brooker of Torrington, and I. De Yer Warner of Bridgeport.
 President Clark opened the meeting and MT. w. P. Bishop was asked to read the call.
 The moment Secretary Bishop re- stunned his seat after reading the call George W. Williams. the noted soap manufacturer of Glastonbury, arose and offered a resolution appointing chairman of the meeting. This was wholly unexpected move. Something from Mr. Goodwin had been expected, but no other deviation from the pro- gram.
 His remarks were agreed to by O. B. Dexter of Norwalk, who said the diS rectors had not the right to dictate the manner of conducting the meeting. President Clark asked him to state his point of order. MT. Dexter said he pro- tested against what he termed the ar bitrary appointment of a. chairman. President Clark ruled the point out of order. But still undaunted MT. Dexter continued: q appeal to the meeting" said he, and then went on to say that the rules were dangerous and should be abolished.
 Vice President Hall then explained as follows: 1.-The point has arisen as to the bylaws in relation to the president presiding. I am surprised that there should be any question in this regard. According to the old bylaws the presi- dent is the presiding officer and there has been no change. This bylaw is precisely as it has been and the power was given under the charter which provides that the bylaws of the com pany shall be made by directors, wh' have exclusive power."
 MT. Dexter-The courts will decide that this action is nugatory because the property is owned by the stock holders and not by the directors.
 Vice President Hall-It is sufficient that the general assembly has recog- nized this power. If you are here to say that privileges granted by the legis- lature more than tweny years ago and followed ever since are unconstitutional, I cannot discuss the matter further.
 MT. Dexter-If this matter comes be- fore the courts, it will be found that the directors cannot deprive the stockhold- CTS of their powers.
 There is no excuse for any antagon- ism here," said President Clark. Some misapprehension has arisen within day or two and a few words I believe, will set matters alright. This property is the lineal descendant of the New York and New Haven railroad. The charter provides that the directors may prescribe the manner of holding these meetings. If the directors have not done their duty in the past it is the fault of the stockholders, to whom they are responsible. But it is perfectly clear that the directors have 1urisdic- tion in the matter of the bylaws. Since 1872 there has been no change in the presiding officer, who has always been the president"
 President Clark explained that this whole controversy was undoubtedly due to some misunderstanding, that there was not the least particule of antagonism on the part of the directors against the stockholders and that these rules were adopted simply to expedite matters.
 MT. Dexter arose to speak again and was asked to make his statement in writing. He then presented a written resolution, providing that the directors shall have no power to appoint the pre- siding officer. of the meeting, nor the tellers; and that they should not dic- tate the. manner of holding the meet ing.
 T rule the resolution out of order" said President Clark.
 T appeal" replied Mr. Dexter.
 Shall the appeal be sustained?" said the president.
 Would a viva voce vote shut off any stockholder?" inquired MT. Abbey of Enfield.
 T think not" said the president.
 At this point, on motion. of MT. Beach of Cheshire, the charter clause pertaining to the manner of holding the. meetings was again read
 Clarence Deming of this city then ynada a sneech in which he aoid O y,oono