R. Co.; and as the directors of the G. & C. U. R. R. Co., who made the sale, were also the directors of the C. & N. W. R. Co., or a large number of them were, it became a sale by THEMSELVES TO THEMSELVES; or, if the directors of the G. & C. U. R. R. Co. were merely AGENTS of the stockholders, it presents a case of where the agents acted AS AGENTS for BOTH PARTIES, and is, therefore, if not absolutely void, voidable by a dissenting stockholder, WHO IS THE PRINCIPAL. Page 166-184.

XIV.

The doctrine of trusts, further illustrated in cases of directors of railroad corporations dealing with the property of the company, and how their acts affect stockholders, and under what circumstances they are binding upon them, and when not. Page 184-190.

XV.

By the Charter of the G & C. U. R. R. Co., none but Stockholders can be elected Directors.

We allege that several of the persons who were directors, were not bona fide stockholders, but had stock transferred to them for the mere purpose of making them directors. This, we say, was a fraud, both upon the charter and upon the stockholders. Page

191.

XVI.
Proxies.

We show in this case, and the records of the stockholders' meetings of the G. & C. U. R. R. Co. show, that out of all the vast number of stockholders of that company, there were not, at the time of the sale and consolidation, more than fifteen or sixteen persons present, and that, of over 60,284 shares, only 900 shares were owned by those persons who were present; and that the rest of the votes which they pretended to cast, for the sale and consolidation, were cast by names of PROXIES, which were obtained, from most of the shareholders, under the pretense that they were to be used merely for the election of directors. Page

191-198.

XVII.

It is a General Rule of Law, that Delegated Authority cannot be delegated.

Hence, the directors of one railroad company can never transfer THEIR AUTHORITY to the directors of another railroad company, and authorize them to manage it for them; if they do, they will be responsible to the stockholders for all the damage that can possibly arise in consequence thereof. Page 198-201.

XVIII.

Galena and Chicago Union Railroad Charter-Its History and Powers.

No authority for either a sale, or consolidation, or confiscation of the corporation, and its property and franchises, whatever. Page 201-217.

XIX.

Unauthorized contracts are illegal contracts, and upon the grounds of PUBLIC POLICY, they should not be sanctioned. Page 217-221.

XX.

History of Chicago and North Western Railway Company. Page

221-222.

XXI.

History of the Peninsula R. R. Co. of Michigan. Page 223-230.

XXII.

Expediency has nothing to do with the legal questions at issue-but, was the trade a good trade-for the G. & C. U. R. R. Co.

1. The Expediency.

2. The Trade. Page 230-238.

XXIII.

The change of the name of the G. & C. U. R. R. Co. was unauthorized and void. Page 238.

1

XXIV.

An Examination of the Right and Power of the C. & N. W. R.
Co. to issue Preferred Stock. Page 239–240.

XXV

Extra Territorial Acts of the C. & N. W. R. Co.,

Including the removal of their chief office to New York city, and of the board of directors meeting there, and doing business there as a corporation. Page 241-244.

XXVI.

The Bondholders of the G. & C. U. R. R. Co.

1. Right of Bondholders.

2. How they are affected by the consolidation and amalgamation of their road with the C. & N. W. R. Co. Page 244-248.

XXVII.

The consolidation is void, because not made by the unanimous consent of the stockholders. Page 250-260.

XXVIII.

The doctrine of confirmation and ratification by stockholders of the unauthorized acts of directors. Page 260-273.

XXIX.

The consolidation of the G. & C. U. R. R. Co. with the C. & N. W. R. Co., a NUDUM PACTUM, according to the defendant's own showing. Page 273-277.