The daily morning journal and courier. [volume] (New Haven, Conn.) 1894-1907, 1895-03-28


| also favored the bill.
Vice President Hall said: "There is
no antagonism between the directors
and the stockholders. Years ago, in
| 1870 or thereabouts, power was given by
the charter to the directors to make
bylaws for carrying on the annual meet
ings 1 have no doubt that such by
laws apply to Mr. Williams company
in Glastonbury. One bylaw provides
that the president or the vice presi.
dent shall preside at these meetings.
While it has not been at all times a
pleasant thing for President Clark to
preside, 1t is not hardly right that he
should be legislated out. 1t puts q
mark on officers that they should not
be made to bear. 1t provides that no
officer or director shah be permitted
to preside. That would be an outrag-
eous principle to set up. This is one
of the bylaws that has been univer-
sally provided for the corporations in
this state. The bill is harsh and un-
called for.
Section 2 provides that the ballot
box shall be left open at least one hour
and shall not be closed until the annual
report shall have been acted upon.
Some months ago the directors amended
the bylaws, with the idea Of shortening
the annual meetings, something like
the New York Central and the Pennsyl-
vania roads. This was done to facili-
tate business, as we have 1000 different
stockholders. Now, so far as the an
nual report is concerned, it is mailed to
to the stockholders two weeks before
the annual meeting Is held. Our meet
ngis have been looked upon lin the past
something like a town meeting, but as
a matter of fact this company Is just
like any other private corporation. 1t
is altogether a private corporation.
There was some opposition to this by
law, however, although the directors
We're willing to answer any proper ques-
TONS
"At the next meeting of the directors
the bylaw relating to the annual state
ment was changed and providing that
after reading the call the consideration
of the annual statement is to be made;
and hereafter the stockholders will be
given opportunity to discuss that state
ment to their hearts content. 1t is also
provided that ballot box shallibe pro-
vided where the vote for officers cam be
taken until it is completed.
But it isnot fair to provide statute
law for this matter of the officers who
shall preside. 1t is entirely at variance
with all fair dealing"
Representative Mitchell insisted that
the stockholders should have the power
to elect their chairman and carry ON
their own meetings.
Judge Hall read the charter provid-
ing that the directors could make by
laws for carrying on the meetings Of
the corporation.
Hon. Henry G. Robainson--If a presi-
dent has not the right to preside at
these meetings he is not fit to be the
president OF the road. It is impossible
to get all the stockholders together at
one of these meetings 1t requires thir-
ty-five or forty minutes to take stock
ballot. The bylaw preventing discus
sion was promptly repealed by the d.
rectors when objection was made.
believe that at the last annual nee Ting
plenty of time would have been given
for discussion, but before an opportuni-
ty could be given the proposed rule was
If you take away from the
the right to provide their own
bylaws, then you say to these men
that they are not competent to manage
this great property. For this legisla-
ture to put its foot down on this COM
pany in this manner would not be fair.
You cannot treat this great railroad
meeting like some smaller meetings.
Many of the stockholders do not care
to remain and see the corporation abus- |
ed, and they have not the time. The
of this state are run right |
aously and about as well as in any state |
in the Union With the associations of |
this state, and all it's interests, this |
state should treat it's corporations in |
The most liberal manner
Mr.. williams said it had been very |
gratifying to the stockholders to learn
hat more time had been given for dis |
,ussion at the annual me etsngs Hc |
expected that at most oC the meetings |
he president would preside, but the |
stockholders should have a voice in |
he matter and appoint their presiding |
officer if they chose. He thought, per-
1aps, that the bill he mad presented |
,Ould be improved
Judge Hall replied that the PROPOSE
ion was contrary to the custom in
OrCe from llIle lIifHeiuOtldl III lliS
state that the president OF g. corpora"
ion should preside at a meeting of the
The matter would never
lave come up at all but for the last
Lnnual meeting; and the bylaw cutting
,ff debate had been changed the gel-
raj bylaws, however. had not been
hanged
There was some further discussion,
Turing which Henry L. Goodwin spoke
f his grievances toward the railroad,
,oing back many years and reading
ONE clippings from newspapers.
SENATE.
When the bill came up regarding the
pplication of any street railroad for a
hange of grade Ito be made to the
the bill providing a penalty
or neglect, a motion to concur with
he house in recommitment. was OPP
osed by Senator Douglass, who said
he previous recommendation was ur,-
avorable and no further hearing was
ecessary. Senator Coffey of the rail-
Dad committee concurred. He said
had been fully heard and the COM
littee reported unfavorably
Senator Crosby wanted the bill re-
but the senate rejected the
ill.,
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