Chapter 1 of 26 · 1861 words · ~9 min read

CHAPTER I.

A STOCKHOLDERS’ MEETING.

“Order, gentlemen, order!” said Mr. Tommy Toppleton, rapping his gavel on the desk before him. “While I am president of the Lake Shore Railroad, I will have order!”

Tommy was the son of his father; on this question there could be no dispute. Not only was his father a great man, but Tommy, in his own estimation, was a great man also; on this question, unfortunately, there was some dispute. Perhaps it was the young gentleman’s misfortune, certainly it was not his fault, that he was the only son of a very rich father, and had been indulged until he was, so far as the circumstances would admit, a spoiled child. He had many excellent qualities; but he had come to think that among the boys he was the central figure, and that without him they were nothing, and could do nothing.

Tommy regarded other boys, even the students of the Toppleton Institute who were his equals in wealth and social position, as in some sense footballs for his capricious toes. Many of his companions did not like him, because he “put on airs,” because he was overbearing and tyrannical to his inferiors, and because he always claimed the highest position and the loftiest dignity among them. When the Lake Shore Railroad Company was organized, he was elected one of the board of directors, and then by them was chosen president. He had filled this office from the beginning, and he expected always to fill it.

The company had been in operation about a year, during which time it had dealt mainly with imaginary certificates of stock, bonds, rolling stock, and other material, the object being to give the students a knowledge of railroad business. The actual building of the road had rendered the company somewhat more real; but, as all the property was in fact owned by Major Toppleton, who held the bonds of the company for its full value, it was still to the students an educational rather than a practical business enterprise. The real owner, therefore, was the real manager of the road. He told the directors what votes to pass, and they were pliant enough to obey. All the forms of electing officers, appointing the superintendent, road-master, engineers, and other officers, were punctiliously adhered to.

The capital stock of the company was two hundred thousand dollars, represented by two thousand shares of one hundred dollars each, which had been apportioned among the students of the Institute, in unequal parts. Some owned one hundred shares, others only two or three. Tommy Toppleton was the happy possessor of a quarter part of the capital stock of the concern, and threw five hundred votes, each representing a share, in a stockholders’ meeting. An account was kept with each owner of stock, and transfers from one to another were frequent. I am sorry to detract from the dignity of the enterprise by confessing that a share, whose par value was one hundred dollars, was frequently bartered away for a pint of pea-nuts, though, as the road, like many others, was mortgaged for its full value, perhaps the compensation was adequate.

Two thousand mortgage bonds of one hundred dollars each had been issued, duly signed by the officers, and bearing interest at seven per cent. As the company had no receipts for the first quarter of the year, the railroad was heavily in debt, and the students were not likely to be burdened with any extra spending money from their dividends. I had run the dummy during the fall and winter, carrying passengers as far as Grass Springs; not for the fun of it, but at regular fares--twenty cents to Spangleport, five miles distant, fifty cents to the Springs, thirteen miles, and between the two latter points, thirty cents. There had been considerable travel, enough to make a breeze with the steamboat company, though not enough to pay the interest and expenses of running.

As the students were not permitted to neglect their studies for the purpose of serving as conductors and engineers, outsiders had been employed to some extent. Major Toppleton did not regard the Lake Shore Railroad as a mere plaything. During the winter he had procured his charter, and he had expended an immense sum of money on the road since he commenced, for his ideas had enlarged as he progressed, and he intended to have a regular line to Ucayga, at the foot of the lake. In a quiet way he had bought up the stock of the steamboat company, and a report was circulated in the spring that the boats would run only between Middleport and Hitaca, at the head of the lake, when the railroad was completed. The Centreporters were filled with horror and indignation, for this scheme would leave them no means of communication with Ucayga, on the great lines of railroad, except by the way of Middleport, and would compel them to patronize the hated Lake Shore line. But this project was only rumored; it had not yet been developed.

The assembly in which Mr. Tommy Toppleton insisted that order should be preserved while he was the president of the Lake Shore Railroad, was the annual meeting of the stockholders, at which the election of officers was to take place. By permission of Major Toppleton I was allowed to own five shares in the road, though, as I was not a member of the Institute, I was not eligible as a purchaser of stock. But I felt an interest in the enterprise, and an interest in the method of conducting the business, and I had purchased my stock at a fearful depreciation from the par value. One of the fellows, by the name of Limpenfield, had run out of pocket money, and being sorely tempted to enjoy a feast of cream cakes, I had taken advantage of his necessities, and bought five shares for twenty-five cents!

The meeting threatened to be rather stormy, for I happened to know that there were two tickets in the field for a board of directors, on one of which the name of Tommy Toppleton did not appear, though the canvassing had been so carefully conducted that the person principally concerned had no suspicion of his own unpopularity, and least of all that the stockholders would have the audacity to tip him out of his exalted position. But this question had not yet come to an issue. The excitement was over another matter.

“I move you that we proceed to the election of officers at once,” said Barnscott.

“I move you that we adjourn to Grass Springs!” shouted Wetherstane.

“Second the motion!” added Putnam.

“Order, gentlemen! What motion do you second, Putnam?” demanded the president.

“The motion to adjourn to Grass Springs, of course.”

“What do we want to adjourn to Grass Springs for?” demanded Barnscott.

“Question! Question!” called the crowd.

“There is no motion before the stockholders!” roared Tommy, hammering the desk vigorously with his gavel, for he was a model presiding officer, and would no more have served in this capacity without a gavel than he would have gone to meeting without a coat.

“Mr. President, I made a motion,” said Barnscott.

“So did I,” added Wetherstane.

“Neither of them is before the house. Gentlemen, you interrupt the company’s business by your disorder. I insist that the proceedings be conducted with parliamentary propriety.” Tommy had been to the legislature with his father when the charter was obtained, and indulged in technical phrases which all the students did not fully comprehend.

“I move you--”

“Order!” screamed Tommy, at the top of his lungs, and as savage as a yellow wasp.

“I move you--”

“Order!” repeated the vigorous president, indicating each of the movers by pointing at them with his gavel. “Take your seat, Barnscott! Sit down, Wetherstane! This business shall be done in an orderly manner, or not at all;” and Tommy swelled up till he was as big as the presiding officer of the Senate of the United States.

“I thought this was a free country, and that the stockholders of the Lake Shore Railroad had a right to speak in the meetings,” growled the irrepressible Barnscott.

“Sit down!” thundered Tommy.

“I have a certificate for ten shares; and that gives me the right to speak and to vote in this meeting,” added the indignant Wetherstane.

“Take your seat, or I will have you put out of the hall!” yelled the president.

“I’ll sell my stock to any fellow that wants it for a stick of molasses candy,” continued the wrathy Barnscott. “What is the use of owning stock if you are to be muzzled like a mad dog?”

“Shall we have order, or not?” cried the president, disgusted with the irregular proceedings of the turbulent stockholders.

“Order! Order!” shouted a respectable majority of the assembly.

Tommy was evidently out of breath, and disposed to resort to disagreeable measures. The meeting was held in the chapel of the Institute, and the principal, if not the major, was within calling distance. Rather than have a lecture from either of them, the violent makers of motions subsided for a time, and permitted the president to do the lecturing. Tommy took a swallow of water from a tumbler on the desk, and then looked majestically around the room, as if to satisfy himself that no further disorder was intended, and that the turbulent ones were disposed to listen to his remarks.

“Gentlemen, order is Heaven’s first law, and it must be the first law of the Lake Shore Railroad Company, especially in a meeting of its stockholders,” Tommy began, and then paused, looking as solemn as an owl at noonday, to note the effect of his impressive words.

As no one objected to this proposition, Tommy took another swallow of cold water, and proceeded with his remarks.

“No business can be done while we are in confusion,” he continued, with due seriousness, as he straightened back his neck. “This is a parliamentary assembly, like the legislature of the state, and we purpose to do all things in a parliamentary manner. Such bodies, met together for purposes of debate, are subject to certain well-established rules, sanctioned by usage, and governed by precedents.”

“Whew!” whistled Briscoe. “I wonder what book he stole that from.”

“I beg your pardon, Mr. President, but I made a motion, which was properly seconded,” interrupted Wetherstane, quite mildly now. “I don’t think any other business can be brought before the house till that one has been settled.”

“The motion was in order,--a motion to adjourn is always in order,--but it was not properly before the stockholders. The motion does not become a question, and is not before the house, until it has been stated by the presiding officer. A motion cannot be entertained until it has been seconded; and made and seconded, it does not become a question until it has been stated by the president. One question must be disposed of before another can be entertained. Gentlemen, I insist upon order. I am now ready to hear any motion;” and Tommy, having laid down the law, intended that everybody should abide by it.