A stockholders’ meeting is itself a fiction. The stockholders are present by proxy. Clerks bring the proxies in suit cases. They are counted and voted in the name of the stockholders under previous instructions. Thus directors are elected. Mordecai & Co. held six tenths of the proxies. Horace Potter, representing himself and the oil crowd whose investment in the old Great Midwestern had been very large, held three tenths. There was no contest; Mordecai & Co. and the oil crowd acted concertedly in all matters. They were allied interests. With one exception the old board was re-elected. The exception was Henry M. Galt, elected in place of a very old man who had been induced by the bankers to withdraw.
In the afternoon of the same day the directors met in the Board Room for the first time since their inglorious exit through Harbinger’s office eleven months before. Valentine was unanimously re-elected president. There was a pause.
“I bropose Mr. Gald vor chairman ov ze board,” lisped Mordecai.
It had all been arranged beforehand. There was no doubt of the outcome. Yet there was an air of constraint about taking the formal step. Evidently in the background there had been a struggle of forces.
Potter said: “Second the nomination.”
The president called for the vote. Four were silent, including Galt. Five voted aye. Valentine nodded his head and the result was recorded: “Chairman of the Board, Henry M. Galt.”
Meanwhile the traffic manager and his three assistants, who had been summoned from Chicago for a conference, were waiting in Harbinger’s office. Galt walked directly there from the Board Room, sat on Harbinger’s desk with his feet in the chair, waived all introductions, and said:
“Now for business. Hereafter all contracts with shippers and all agreements with the traffic managers of other roads will be sent to this office for my approval and signature. They will not be valid otherwise.”
The traffic manager was a florid, contemptuous man who wore costly Chicago clothes and carried a watch in each waistcoat pocket, very far apart. He was one of a ring of traffic managers who waxed fat and arrogant in the exercise of a power that nobody dared or knew how to wrest from them. They sold favors to shippers. They sold railroad stocks for a fall in Wall Street and then got up ruinous rate wars among themselves to make stocks fall. Their ways were predatory, scandalous and uncontrollable. If one railroad tried to discipline its traffic manager the others practiced reprisals and the business of that one railroad would slump; or if a railroad dismissed its traffic manager his successor would be just as bad, or more greedy in fact, having to begin at the beginning to get rich.