The following resolution was presented by Mr. D. AV. Blakeslee: "Resolved: That the general statement of the affairs of the New York, New Haven and Hartford Railroad Company, prepared by- the directors for the year ending June 30, 1913, and printed and distributed to the stoelholders prior to this meeting, is hereby accepted, and the acts of the directors and officers of the corporation as therein described and as re ported at this meeting are hereby approved and ratified." " In favor of the acceptance of the annual statement for year ending June 30th, 1913." Mr. A. Heaton Robertson offered the following resolu tions, which were duly seconded and adopted: "Reso/-ced, That the stockholders' by-laws are hereby amended as follows: "Amend Articles III, IV, VII, and IX by striking out the word 'president' wherever it occurs and inserting in lieu thereof the words 'chairman of the board' ; so that said arti cles as amended shall read as follows:" [The minutes here contain a copy. of the amended articles identical with the copy contained in the notice of meeting above.] "Resolved, That action upon the resolutions just offered, and the election of directors, be by stock vote, and to avoid delay that stockholders be permitted to vote by ballot upon said resolutions and the election of directors at the same time." On motion, duly seconded, it was " Voted, that the meeting do now proceed to vote upon the three questions submitted to this meeting." It was also "Voted, that after the votes are cast a recess be declared until 4:00 o'clock P. m." The ballot box was opened to 'receive the ballots at 2:37 o'clock P.. M., and at 2:49 o'clock r. m. was declared closed, all having voted who desired to.
At 4:00 o'clock r. m., the tellers not having finished count ing the ballots, the recess was continued until the completion of the count.
At 4:50 o'clock P. M. the meeting was again called to or der and the tellers submitted the following report: "To the Chairman: . The undersigned, tellers appointed to receive and count the votes cast at the annual meeting of the stockholders of the New York, New Haven and Hartford Railroad Company this day held, hereby certify: That the whole number of votes cast in favor of the ac ceptance of the annual statement for the year ending June 30th, 1913, was 1,003,369 and against said resolution 10, 193.
That the whole number of votes cast for directors was 1,013,562, of which there were cast for each of the following named: [Here is written out a list of the candidates with the num ber of votes received by each. Those who were declared, elected received more than a million votes each. Eleven other candidates were in the field but they received less than 1.500 votes each.1 That the whole number of votes cast in favor of the reso lution approving amendments to the stockholders' by-laws was 1,013,562, and against said resolution none." Dated at New Haven, Connecticut, this twenty-second day of October, 1913.
(Signed) SAMUEL HEMINGWAY, (Signed) C. H. HEMPSTEAD, Tellers.
Whereupon the chairman declared that the resolution ap proving the annual statement for the year ending June 30, 1913, had been adopted ; that the following-named persons had been duly elected directors of the company for the ensu ing year and until their successors shall have been elected and qualified, to wit: Messrs. William Rockefeller, Charles F. Brooker, Edwin Milner, William Skinner, D. Newton Barney, Robert W. Taft, James S. Elton, James S. Heming way, A. Heaton Robertson, Frederick F. Brewster, Henry K. McHarg, John L. Billard, George F. Baker, T. DeWitt Cuy ler, Edward Alilligan, Francis T. Maxwell, Samuel Rea, Lawrence Minot, Morton F. Plant, J. P. Alorgan, John T. Pratt, Howard Elliott, W. Alurray Crane, Arthur T. Had ley, James H. Hustis, James L. Richards, and Galen L. Stone ; and that the resolution amending the stockholders' by-laws had been unanimously adopted.
The following resolution was offered by Air. Clarence H. Venner and seconded by Hon. Morgan G. Bulkeley: "Moved, That the directors and officers of this company be, and they hereby are, instructed to take no steps toward the issue and delivery of the $67,552,000 convertible de benture 6 per cent bonds until after the Supreme Judicial Court of Massachusetts shall have passed upon the legality of such issue on appeal, from and in review of the order of the Public Service Commission of Massachusetts." On motion, duly seconded, it was "Voted, That the resolution be laid upon the table." On motion, duly seconded, the meeting adjourned (5:12 r. m.). Attest : (Signed) ARTHUR E. CLARK, Secretary.
5. Quorum at stockholders' meetings.—The quorum necessary for the transaction of business is usually prescribed in the statutes or the by-laws. The statutory provision usually is to the effect that in the absence of a by-law on the subject, the presence of the holders of a majority of shares shall constitute a quorum. It must be remembered that the old com mon law rules declare that any number of stock-hold ers not less than two constitutes a quorum. And the New York statute on the subject of annual meetings has been interpreted to mean that any number of stockholders who attend the annual meeting may pro ceed with the election of directors. Generally if a quorum is not present, those who attend may at least adjourn to a later day, so that the subsequent meet ing will be considered an adjourned meeting for which no notice is necessary.
, Under Canadian practice it is customary for the directors to make provision for quorums of meetings of either shareholders or directors, and whether spe cial or general. The Dominion and the Quebec com panies acts both provide that such directors' by-laws are subject to approval or rejection by the stock holders. The Saskatchewan and Alberta companies acts both provide that no business shall be transacted at any general meeting except the declaration of a dividend, unless a quorum of members is present at the time when the meeting proceeds to business.