The daily morning journal and courier., 1906-11-08

es. We are quite aware that you gave reasons at the meeting for your refusal to fill the vacancy as agreed, and you are reported as going so far to claim that you had some understanding to the effect that the person to be elected should be satisfactory to you, thus sub stituting yourself as the sole judge whereas the entire intention of the agreement, in respect of the vacancy, was to eliminate you as the person to select and substitute the judgment and action of majority of the directors. "The simple fact appears to be that, regardless of your written promise, on the faith of which you were entrusted with the proxies, you found no difficult ty in satisfying yourself that your per sonal interest and the interest of the company are identical, and that any action was justifable to assist to secure your own control.
 "The incident is the climax of a se- ries of events during the past few years, showing an inability on your part to distinguish between the powers and duties of the president and those of the directors of a corporation.
 .eThe situation is solely of your own creating; but in view of what has talk en place, of your deliberate violation of an agreement intended to produce peace in the board and your attitude toward your fellow members, we are convinced that you have rendered impossible that harmony which must exist between the president of the company and individual members of the board, and that you have so seriously impaired your useful ness as an officer of the company as to compel us to refuse to vote In favor of your election.
 Yours truly,
 (Signed) "John W. Auchincloss,
 "J. J. Astor,
 "Robt. Walton Goelet,
 s'E. 1T. Hartman,
 'fCharles A. Peabody,
 sfW Lottgen,
 "Cornelius Vanderbilt,
 "J. T. Harahan."
 President Fish opened the meeting by expressing the opinion that the general counsel of the company should be call ed upon to settle three points: First, whether it is legal to hold an election of general officers outside of Illinois; second whether the charter did not provide that the committees on law and finance and on railroad should be elect ed at a regular meeting and not a special meeting, and third, if the con- stitution of the state of Illinois grant, ing the company it's charter does not provide that mo railroad corporations shall consolidate it's stock, property or franchises with any other railroad cor poration owning a parallel or compet- ing line and in no case shall any con- solidation take place, except upon pub lie notice given, of at least sixty days, to all stockholders in such manner as may be provided by law. A majority of the directors of any railroad corpo- ration. now incorporated or hereafter to to incorporated, by the laws of this state. shall be citizens and residents of this state"
 Governor Deneen declined to vote on the questions raised until the attorney general of Illinois had given an opinion. NJ action was taken on the points rais- ed by MT. Fish. The election then took place. After the meeting E. H. Harri- man said:
 This is not my fight. It is a fight of the board of directors and MT. Fish, acceded to the July agreement regard ing the election If directors at the an- nual meeting, only in deference to the wishes of the board. The July agree ment was made primarily to quiet the public clamor which was being raised