Volume 31 (1875) (428 pages)

300 MINING AND SCIENTIFIC PRESS (November 6, 1875 (Continued from Page 297.) sessions, and our labors hsvs been srdnons, disagreesble snd difficnlt, snd msde especially ao by the refusal of Mr, Pesrson to allow tbe committee free access to tbe books, papers snd yoncbers, and by his refnsal to meet with us or give nsia any way information relative to tbe working of ths mine, which was justly due ua as atockholders. . Ws think, however, thet the facts snd information wa propose prssenting will be of sofficient importance to enable you to take necesaary measnrea to redress your jnat causes for grievance. Ths abstract of msttera of record wss taken from the minnte books in ths office of the company, and wonld doubtleas be much fuller and more complete hed the orderagiven hy Pearson to allow no fartaer oopies to be mads not been so faithfully carried out. We give you, however, brief sbatracts of ths minntes of nesrly every meeting held whersin snytbing of importance was done from ths time of tbe incorporation of the Woodville gold snd ailver mining company down to the present. History of the Company. We find that the Woodville gold snd ailver mining company was incorporated May 6th, 1872, with a capital stock of $2,800,000, divided into 28,000 ahsrea of a par value of $100 sach, and thst the following named gentlemen were ita trustees, viz.: J. A. Pritcherd, M. D. Townsend, W. H. Sears, W. F, Myres and Cbarlss Jonea. Batween this meeting ‘and one held October 9th, 1874, nothing of importance transpired, but in order that we might show you the time and date thet J. W. Pearson first became connected with the mine as a truatee, we wore obliged to trace the miantes through, which brings us to the meeting of October 9th, 1874, when the cepital atock of the company was increaaed from the sum of $2,800,000 to $6,000,000, Atthe time of this increase or watering, the trusteea were John W. Pearson, G. D Roberts, and Wm. Sherman, witb two others, whose namea we did not get. John W. Pearson was president, end Wm, Helman, secretary. On the 14th of January, 1875, tbe Woodville Consolidated silver mining company, and known to some as “ Paarson’a Bonanza,’’ was incorporated, with a capital stock of $12,000,000 divided into 120,000 shares, with Wm. Sherman, Robert Sberwood, J. R. Lee, J. 8, Wall, and H.G. Maynard es trustees. We beg of these of yon who mias tbe name of Pearson from tbe directory, not to think for a moment that he is not there, for from the evidence which ia continnally fonnd, he seems to be head and foremost in every important measure connected with tbe mine. Jannary 20, 1875, another meeting was held, the minutea of which show the following disposition ofa portion of the 120,000 shares of the Woodville Consolideted. At tais meeting it was voted to issue to the following nemed companies 47,500 shares, on their execnting to this company a good and anfficient deed, said shares to be iaaned as follows: Blue Ledge Company.. Rogers Company.. Perieman Compan: Coso or Surplus Compsny. North Woodville Company. Sonth Woodville Company. .-7,500 shares” Ramadel! Company...++--.0+--+++-6,000 Shares” In addition to thia, it was voted to issne 60,000 ahares, or one-half the capital stook of this company, to the Woodville Silver Mining Co., (Jobu W. Paaraon, preaident,) on their deeding to this company tbeir aole and entire property. The balance of the 120 sharea is unacconnted. Pinned to the minntes we fonnd a Memorandum made in pencil, as follows: “Hyde, Barrett, Ramsdell and Ambross got 6,600 shares, instead of Ramsdell 6,000, as per book, and signed ‘Pearson.’’’ It appears that while tbe meeting disposed of their vote of bnt 47,500 sberea to these outside companies, that one compsny whose portion was bnt 6,000 shares got, a8 Mr. Pearaon’s memoranda reads, 600 sharea more than belonged to them. How the Shares Went. It will perhaps be remembered by many, if not ell of yon who were present at the meeting held in tbe police coart rooms, Oct. 9th, tbat Mr. Pearson stated that the Woodville Conaoli dated had purchased but one outside claim end that was pnrchesed on the advice of the attorneya of the company; and yet yon will notice by the records that instead of but one claim -6,000 shares, 6,000 shares .-8,000 shares --8,000 shares’ --6,000 shares” J being purchased, our stock was issued to seven , different compenies for and in consideration of their executing to this compauy good and sufficient deeds, etc. There seems to be a qnestion of veracity between Pearson and the records, with every evidence of the records being ahead; nt worse thon thisis the faot tbet these pur‘chases are entirely valueless, and evidence can ‘be produced to prove this and will be sub‘thitted whenever you see fit to take this matter into tbe oourts, Tbese pnrchasea ehow the disposition of the Woodville Consolidated atock aa follows: Forty-eight thousand one bnndred sha es for worthless property nnd 60,000 sharea for Woodville G. & 8. M. Co., the stock of which was issued to John W. Pearson, leaving still unecconnted for 11,900 shares, Folly appreciating the anxiety you might feel to know who the Messrs. Hyde, Barrett, Ramsdeli & Ambross were, to whom 6,600 abares to Ramsdell, ss per the minntes of the meetng, we tried to ascertain, but are sorry to report not even progress, and can only refer you to Mr, Pearson, who must know them, elae he wouldn’t have been so liberal witb the atock as to have given them 600 shares more than ths meeting voted to issnetotbem. — Jsnusry 27, 1875, J. S: Wall resigned as trustee, and John W. Pearaon waa elected in hia stead, 4 At thia meeting the president and secretary were instructed to issne 60,000 shsrea of its espital stock to ths stockholders of ths Woodville gold and silver mining compsny, pro rata, and the secrstary was instrncted to deliver ssid stock so issusd pro rata to the stockholdera of said Woodville gold and ailvsr mining company, in exchange for the sbarea beld by thsm, and to cancel asid stock as soon as received. March 25, 1875, ws find record of sn amendment to the meeting of January 27th, sa follows: The president snd seoretsry of the Woodville Consohdated silver mining compsny shall st onoe isane to tbe president snd seorstery of the Woodville gold and silver mining company 60,000shares of its cspital stock, to be by them distributed to the atockholders of said Woodville gold and silver mining compsny. The original motion, Januery 27th, was ihat the president and secretary of the Woodville Conaolidated wers instructed to isaue the 60,000 sharsa to ths atockholdera of the Woodville gold and silver mining company, and ths smendment provides thet they shall issue it to tbe president (John W. Pesrson) and secretery, to be distribnted by them to those stockholdera. There may be no particular difference; but if not why was anch an amendment offered nearly sixty daya afterwards? At thia aame meeting Mr. Pearson made a motion, which waa aeconded by Williem Sherman, that the president and secretsry were anthorized to issne the company’s promissory note tor belance dne on note dua the Woodville gold and silver mining company, which was held by the National Gold bank and trnst company, amonnting to $30,000 and interest. How tbis company became interested in this note, or why such promis-. sory note was issued by this compeny, is a matter which, together with many others connected with the manegement of this company, we trust yon will aee fit to take into the conrt. On motion of Mr. Lee, seconded by Mr, Pearson, assesement No. i, of $1 per ahare, was levied npon the capital atook of the company, amounting to $120,000. How Pearson Worked the Mine. April 12, 1875, on motion of Mr. Lee, seoonded by Mr. Maynard, it waa resolved that the president and seoretary be anthorized to issue the company’s aixty-day note in favor of Jobn W. Pearson, in settlement of balance dne him at this dete aa treasurer, amounting to $93,.425.11. This ia another matter, and of no small importance to yon, that should be ventileted in the courts. With the shaft down less tban 6(0 feet, the last 100 feet of which was let by Mr. Crossman, the superintendent, for $30 per foot, it is not quite easy from the data wa have to aacertain how the company became indebted to tbe treasnrer, Mr, Pearson, in the snm of over $90,000. And yet it don’t end here; for May 13tb, 1875, jnst thirty deys after, we find the president and secretary are suthorized, on motion of this same Mr. Lee, to issue the company’s ninety-day note in favor of John W. Pearson for $51,958.56, the amount due him as traasnrer at this date, at & rate of interest not to exceed one and one-half per cent. per montb, Within thirty days the company’s notes were issued to John W. Pearaon for tbe snm of over $140,000. The only record of any expenditnres being made during this time of more tnan ordinary was this, which was found spread npon the minutes of the same meeting, i. e.; Resolved, that the contract entered into on behalf of the company by Superintendent Crossman, for sinking 100 feet of shaft at $30 per foot (contractors to pay the company’s chief engineer), be and the seme is ratified, and tbat the bookkeeper at the mine be inatrncted to obtain a copy of the contract end forward to this office forthwith. _ The contract for $30 per foot, owing to the independent action of Superintendent Crossmen, saved you $60 per foot, or $6,000, as J. H. Pearson stated to Mr. Crossman tbat he hed made arrangementa with his bro‘her, John W. Pearson, to take the shaft at $90 per foot. This action on tbe pert of Mr. Crosaman accounta for the motion made at a later mecting that tbe superiutendent be probibited from making contraots in bebelf of the company without the consent and approval of the Boerd of Trnstees, and, still furtber or later, the motion by Mr. Pearson thet Snperintendent Crossman’a salary be discontinned from July Ist, ete. i Mr. Sberman moved that jthe foreman be discharg<d, nnd that the book-keeper, Mr. J. H. Pearson, be instructed to act as foreman in the absence of the superintendent. Motion of Sherman aod seconded by Mr. Pearaon, it was reeolved that the superintendent is hereby anthorized to make all necessary porchesea of material for the sinking of 100 feet of shaft, and send bille for ssme, npprow by himself, to the book-keeper, J. H. earson, for payment, who alone is autborized to receive all moneys and make all disbnrsements. ' Mr, Jobn W. Pearson, as treasnrer, located in Sen Francisco, and bis brother, J. H. Pearson, as financial ageut, at Gold Hill, ought to have given the Peareon family very nearly supreme control of the finances, and there oan be bnt little doubt, from appsarsncea, that it Tracing the Records. Upon motion of Mr. Sberman it waareaolved that the anperintendent be prohibited from making contrscts in behslf of ths compeny witbout the consent and approvsl of the Bosrd of Directors. June 25th, 1875, on motion of Mr. Pearson, it wsa resolved tbat while the company is only sinking its shafts, the whole concern shall be run and msnsged by this Bosrd, and ths company’aforemsn, J. H. Pearson, and tbat Snpermtendeut Crossman’s salsry be discontinued from July Ist next, until such time us this Bosrd shall order him snd hs doss take possession of the compsny’s mine snd mills. This movs on ths part of Mr. Pearson is the only ons connected with his managemsnt thet ws can find that sayors in the least of a disposition to do hia duty by the stockholders, and is moat likely accounted for by the fact that it wsa a promotion for his brother, J. H.Peareon. On motion of J. W. Psarson, it waa resolved thet assessment No, 2, of 60 cents per ahsrs, be levied upon the capital stock, amonnting to $72,000. duly 9th, 1875, on motion of Mr. Pearson, H. G. Maynsrd’s seat as trustee was declsrsd vacsnt, by rsason of his fsilnre to place atock in his pams on ths bookaof the company, and E. M. Seaton was elected in his stead. On motion of Mr. Seston it was resolved thet the company purchsse of J.B. Hsggin as per his commnnication to thia Board of the 8th instent—on fils—certsin 53,2351% sharea of the capital stock of ths South Woodville mining company for $75,000 cash, provided that said J. B. Heggin furnishea the balance entire of tbe capital stock of the said South Woodville to this company, together with said South Woodville mining company’s deeds, tranaferred to this company for the South Woodville mining company’s one-third interest in the new shaft and macbinery of the Woodville Consolidated silver mining company, and for that certain mine owned by said South Woodville mining company, known as the Periman mine, aud all property, interest and claima of seid South Woodville mining company in the State of Nevada, and that this oompany psy said $75,000 for aaid ahaft and machinery, minesand claims, and not for aaid stock, which atook thia compeny will only accept to proteot it in the purchase of aaid mines and other property, togetber with good and sufficient deeda from Rogera, Hyde and Barrett for all their intersat not conaolidated. Your attention is called to that portion of this proposition made by Mr. Seaton so aoon after hia election aa trustee, which rel«tes to one-third interest which the Sonth Woodville has in the new shaft and maohinery of the Woodville Consolidated, and we heg to snggest that in tbis transaction alone can be fonnd “food for tboughtfnl people,” to aay the leest. On motion of Mr. Pearaon, John Rowe, D. M. Seaton and Preaident Lee were appointed & oommittee to borrow, for the use of the company, to pay for tbe purchase of the Sonth Woodville company’s property, $75,000, intereat not to exceed two per cent. per month; and the president and secretary were autborized to issue the compeny’s promissory note tberefor; and that tbe said committee ahall receive and deliver to this compaty good and sufficient deeds for the claims purchased, and pay aaid money therefor. August 2lat,on motion of Mr. Pearson, it was resolved, that assessment No. 3 of $1 per share be levied npon each and every share of the capital stock, amonnting to $120,000; which amount, as fonnd by the booka when examined, together with the amounts of the two previous assessments, in all 3312,000, has been paid into the hands of Mr, Pearson, as treasurer. Up to Date. Up to this time, Augnst 21st, 1875, and since March 25th, or within six months, you, as stockholders, have been called upon and have paidinto the hands of John W. Pearson the sum of $312,000, and within the same time given the notes of your company to him for over $140,000, for balances due him as Treasurer. In addition to this, from information which we think can be reduced to legal evidence, there hea been shipped to this city from the Woodville Consolidated mine over $130,000 in bullion. Per contra, can any one tell us tonight where we, as stockholders, have received a considcration for our money? What developments or improvements have been made that warrant any such expenditures? Is there any Yeason why you should longer submit to what appears to be extortion in the fullest sense of the word? And yet this system of mauagement doea not end here, for on September 17th, 1875, a contract was entered into between Risdon, Rogers & Co, and the Woodville Consolidated mining company to fnrniah pumping machinery, engines and boilers on the gronnds of the company at Gold Hill, Nevada. Tbe Oontract covenants, agrees and binds itself and futnre management to pay Risdon, Rogers & Co. $65,000, gold coin, 90 per cent. to be paid at the end of each month for labor and materiel as furnished; and as s-carity, asid company covenants and agrees that said Risdon, Rg e1a & Co. may enforce the same by law or by serving @ written notice on eaid mining compeny’a superintendent or president; tbat if seid payments in arrears are not made good within five days of aaid notice, that said shafts, grounds, machinery and sufficient gronnde aronnd the shaft to complete and operate the Same to anit the purposes of the purchaser to gyre said mine and other uses, shall be sold, Ssid ssle to bs made, by poating notice on aaid shsft snd mining material five dsys, toths higbeat bidder fer cash, snd aaid asie aball be final and have no right to redeem; and it is bereby agreed tbat Risdon, Rogers & Co. mey asll out their interest one to another, and that no member of the preaent or fnture managsment shall be held personally responsible. All extra materisl fnrnished or labor performed shallbe psid by said company. Ws submit this contrect ss a model one of its kind, snd point out to you one of ita beanties. It provides that Mr. Risdon msy sell his intereat to Mr. Rogers, who then hsacontrol of tbe contract, and which, according to its rssding, might at any time place the whole property in ths hands of Mr. Rogers; and when we tell you that Mr. Rogers is the father-in-law of Mr. Pearson it will not be diffioult for yon to draw conclusiona, which ought to satisfy yon es to whether or not itiafor your interest to allow the present msnegement to continue. October 29th the secratary was’ instructed to pay Perlman $1 25 per ahare for all Sonth Woodville mining stock hs may present. In ths absence of any further information rsgerding this movs, the srrsngsmsnt appeara to be anothsr “job.’”’ Whether it is or not ia a subject for future oonsidaration, At the same mesting Messrs, Curtis and Mather, who wers selected by yon to act with us sa an investigeting committes, were elected as truatees of ths company by Mr. Pearaon. Mr, Pearaon made tha following proposition by letter: Gentlemen:—I propose to cell a meeting of the directors of the company to-morrow, at 11 o’clock 4. u., at which two of our trnatees will resign, and we will elect two of your commitee in their atead as trusteea, who can and shall have fall acceas to the company’a affaira; and when your committee’a trustees have reported on the company’a affaira, if they discover dishoneet management on the part of the trusteea I will join in calling a stockholder’a meating or a new election. This action on my part to atay all actions and proceedings of committee till your trustees and committee report. Signed, Joux W. PEaraon. The Difficulties of the Investigation. This proposition waa accepted by the committee, except the final clause, agreeing to snspend legal proceedings, under the impression at the time that it would aid us in getting at what we were appointed to ascertain, and when we tell you that up to thia time (fomrteen days since their appointment) these two trustees have furnished us with no information or done anything that haain tbe least fnrthered our efforts, you will understend something of the neture of the arrangement we vere foolish enough to make by aocepting Mr. Pearson's proposition. We had hoped and expected to have been able to preaent you with such abstracts of the accounts as wonld ahow disbursemente, eto,, from which could be deduced tbe finanoial condition of the company; but aince we cannot work up the booka, we cannot give yon these facts. We know this, however, that since thia investigation begen, counsel to fight your interest has been engaged, as followa: Two firms are paid $7,500 per year, a retainer of $250, and another of $1,000, witha further provision of $1,500; aud all of these yon are paying for. From the very best anthority we are informed tbat the mine ia worth $25 per share in thia market, and would, if managed honeatly, and by men in whom the public hed confidence, be selling fortbat to-dny. When the inveatigation began, the stock was wortb 8714 cents per share, and is aelling to-day for — per share. This increase in price is not owing to any increased value of the mine, but is attributable wholly to the fact tbat people who Imow anytbing of the mine are taking the aherea largely, with the hope and expectation that the resnits of our investigation will be tbe means of giving the company anotber board of trnstees, in whom they might have confidence, wheu the stock would take its proper place npon the market and sell for nearer its troe valuation. Tbere ia uot snother stock npon the market to-day tbat ia so generally held by laboring people and in small lots as this is, and with this fact so well known by Mr. Pearaon aud his managers, it has been easier to bleed the stockholders in the way of assessments than it migbt have been otherwise. With the facts and fignres we bave beén able to present you, we are satisfied that the management is fraudnlent; but we do not wish you to understand tbat we reach tbis conclusion wholly from the facta we bave presented to you to-night. We are in possesaion of snch information as can only be divulged in the coorts, and whioh we believe to be of sufficient importance to forever damn the present management of the Woodville Concolidated silver mining company. The air is filled with rnmors tbat anotber asaossment is to be levied, and that Pearson proposes aelling you out to the Justice people, etc. The Consolations of the Action Taken. With your co-operation we can soon pnt Mr. Pearson ont of tbe channel of levying assessments or selling to Justice the stock or property of the Woodville mine; and our labors are not to end here, aa the stand we have taken and the fight we have made have been the means of awakeniog the people to a sense of their weakness in longer anbmitting to systematic swindle by sucb men as this Mr. Pearson, and in tbe many letters received by ua from nearly every town of importance in this State, as well as Nevada, we were thenked for the course we had taken, and begged to go on and carry the matter to an isane, which could not be other

300 MINING AND SCIENTIFIC PRESS (November 6, 1875 (Continued from Page 297.) sessions, and our labors hsvs been srdnons, disagreesble snd difficnlt, snd msde especially ao by the refusal of Mr, Pesrson to allow tbe committee free access to tbe books, papers snd yoncbers, and by his refnsal to meet with us or give nsia any way information relative to tbe working of ths mine, which was justly due ua as atockholders. . Ws think, however, thet the facts snd information wa propose prssenting will be of sofficient importance to enable you to take necesaary measnrea to redress your jnat causes for grievance. Ths abstract of msttera of record wss taken from the minnte books in ths office of the company, and wonld doubtleas be much fuller and more complete hed the orderagiven hy Pearson to allow no fartaer oopies to be mads not been so faithfully carried out. We give you, however, brief sbatracts of ths minntes of nesrly every meeting held whersin snytbing of importance was done from ths time of tbe incorporation of the Woodville gold snd ailver mining company down to the present. History of the Company. We find that the Woodville gold snd ailver mining company was incorporated May 6th, 1872, with a capital stock of $2,800,000, divided into 28,000 ahsrea of a par value of $100 sach, and thst the following named gentlemen were ita trustees, viz.: J. A. Pritcherd, M. D. Townsend, W. H. Sears, W. F, Myres and Cbarlss Jonea. Batween this meeting ‘and one held October 9th, 1874, nothing of importance transpired, but in order that we might show you the time and date thet J. W. Pearson first became connected with the mine as a truatee, we wore obliged to trace the miantes through, which brings us to the meeting of October 9th, 1874, when the cepital atock of the company was increaaed from the sum of $2,800,000 to $6,000,000, Atthe time of this increase or watering, the trusteea were John W. Pearson, G. D Roberts, and Wm. Sherman, witb two others, whose namea we did not get. John W. Pearson was president, end Wm, Helman, secretary. On the 14th of January, 1875, tbe Woodville Consolidated silver mining company, and known to some as “ Paarson’a Bonanza,’’ was incorporated, with a capital stock of $12,000,000 divided into 120,000 shares, with Wm. Sherman, Robert Sberwood, J. R. Lee, J. 8, Wall, and H.G. Maynard es trustees. We beg of these of yon who mias tbe name of Pearson from tbe directory, not to think for a moment that he is not there, for from the evidence which ia continnally fonnd, he seems to be head and foremost in every important measure connected with tbe mine. Jannary 20, 1875, another meeting was held, the minutea of which show the following disposition ofa portion of the 120,000 shares of the Woodville Consolideted. At tais meeting it was voted to issue to the following nemed companies 47,500 shares, on their execnting to this company a good and anfficient deed, said shares to be iaaned as follows: Blue Ledge Company... Rogers Company... Perieman Compan: Coso or Surplus Compsny. North Woodville Company.. Sonth Woodville Company. .-7,500 shares” Ramadel! Company.....++--.0+--+++-6,000 Shares” In addition to thia, it was voted to issne 60,000 ahares, or one-half the capital stook of this company, to the Woodville Silver Mining Co., (Jobu W. Paaraon, preaident,) on their deeding to this company tbeir aole and entire property. The balance of the 120 sharea is unacconnted. Pinned to the minntes we fonnd a Memorandum made in pencil, as follows: “Hyde, Barrett, Ramsdell and Ambross got 6,600 shares, instead of Ramsdell 6,000, as per book, and signed ‘Pearson.’’’ It appears that while tbe meeting disposed of their vote of bnt 47,500 sberea to these outside companies, that one compsny whose portion was bnt 6,000 shares got, a8 Mr. Pearaon’s memoranda reads, 600 sharea more than belonged to them. How the Shares Went. It will perhaps be remembered by many, if not ell of yon who were present at the meeting held in tbe police coart rooms, Oct. 9th, tbat Mr. Pearson stated that the Woodville Conaoli dated had purchased but one outside claim end that was pnrchesed on the advice of the attorneya of the company; and yet yon will notice by the records that instead of but one claim -6,000 shares, 6,000 shares .-8,000 shares --8,000 shares’ --6,000 shares” J being purchased, our stock was issued to seven , different compenies for and in consideration of their executing to this compauy good and sufficient deeds, etc. There seems to be a qnestion of veracity between Pearson and the records, with every evidence of the records being ahead; nt worse thon thisis the faot tbet these pur‘chases are entirely valueless, and evidence can ‘be produced to prove this and will be sub‘thitted whenever you see fit to take this matter into tbe oourts, Tbese pnrchasea ehow the disposition of the Woodville Consolidated atock aa follows: Forty-eight thousand one bnndred sha es for worthless property nnd 60,000 sharea for Woodville G. & 8. M. Co., the stock of which was issued to John W. Pearson, leaving still unecconnted for 11,900 shares, Folly appreciating the anxiety you might feel to know who the Messrs. Hyde, Barrett, Ramsdeli & Ambross were, to whom 6,600 abares to Ramsdell, ss per the minntes of the meetng, we tried to ascertain, but are sorry to report not even progress, and can only refer you to Mr, Pearson, who must know them, elae he wouldn’t have been so liberal witb the atock as to have given them 600 shares more than ths meeting voted to issnetotbem. — Jsnusry 27, 1875, J. S: Wall resigned as trustee, and John W. Pearaon waa elected in hia stead, 4 At thia meeting the president and secretary were instructed to issne 60,000 shsrea of its espital stock to ths stockholders of ths Woodville gold and silver mining compsny, pro rata, and the secrstary was instrncted to deliver ssid stock so issusd pro rata to the stockholdera of said Woodville gold and ailvsr mining company, in exchange for the sbarea beld by thsm, and to cancel asid stock as soon as received. March 25, 1875, ws find record of sn amendment to the meeting of January 27th, sa follows: The president snd seoretsry of the Woodville Consohdated silver mining compsny shall st onoe isane to tbe president snd seorstery of the Woodville gold and silver mining company 60,000shares of its cspital stock, to be by them distributed to the atockholders of said Woodville gold and silver mining compsny. The original motion, Januery 27th, was ihat the president and secretary of the Woodville Conaolidated wers instructed to isaue the 60,000 sharsa to ths atockholdera of the Woodville gold and silver mining company, and ths smendment provides thet they shall issue it to tbe president (John W. Pesrson) and secretery, to be distribnted by them to those stockholdera. There may be no particular difference; but if not why was anch an amendment offered nearly sixty daya afterwards? At thia aame meeting Mr. Pearson made a motion, which waa aeconded by Williem Sherman, that the president and secretsry were anthorized to issne the company’s promissory note tor belance dne on note dua the Woodville gold and silver mining company, which was held by the National Gold bank and trnst company, amonnting to $30,000 and interest. How tbis company became interested in this note, or why such promis-. sory note was issued by this compeny, is a matter which, together with many others connected with the manegement of this company, we trust yon will aee fit to take into the conrt. On motion of Mr. Lee, seconded by Mr, Pearson, assesement No. i, of $1 per ahare, was levied npon the capital atook of the company, amounting to $120,000. How Pearson Worked the Mine. April 12, 1875, on motion of Mr. Lee, seoonded by Mr. Maynard, it waa resolved that the president and seoretary be anthorized to issue the company’s aixty-day note in favor of Jobn W. Pearson, in settlement of balance dne him at this dete aa treasurer, amounting to $93,.425.11. This ia another matter, and of no small importance to yon, that should be ventileted in the courts. With the shaft down less tban 6(0 feet, the last 100 feet of which was let by Mr. Crossman, the superintendent, for $30 per foot, it is not quite easy from the data wa have to aacertain how the company became indebted to tbe treasnrer, Mr, Pearson, in the snm of over $90,000. And yet it don’t end here; for May 13tb, 1875, jnst thirty deys after, we find the president and secretary are suthorized, on motion of this same Mr. Lee, to issue the company’s ninety-day note in favor of John W. Pearson for $51,958.56, the amount due him as traasnrer at this date, at & rate of interest not to exceed one and one-half per cent. per montb, Within thirty days the company’s notes were issued to John W. Pearaon for tbe snm of over $140,000. The only record of any expenditnres being made during this time of more tnan ordinary was this, which was found spread npon the minutes of the same meeting, i. e.; Resolved, that the contract entered into on behalf of the company by Superintendent Crossman, for sinking 100 feet of shaft at $30 per foot (contractors to pay the company’s chief engineer), be and the seme is ratified, and tbat the bookkeeper at the mine be inatrncted to obtain a copy of the contract end forward to this office forthwith. _ The contract for $30 per foot, owing to the independent action of Superintendent Crossmen, saved you $60 per foot, or $6,000, as J. H. Pearson stated to Mr. Crossman tbat he hed made arrangementa with his bro‘her, John W. Pearson, to take the shaft at $90 per foot. This action on tbe pert of Mr. Crosaman accounta for the motion made at a later mecting that tbe superiutendent be probibited from making contraots in bebelf of the company without the consent and approval of the Boerd of Trnstees, and, still furtber or later, the motion by Mr. Pearson thet Snperintendent Crossman’a salary be discontinned from July Ist, ete. i Mr. Sberman moved that jthe foreman be discharg<d, nnd that the book-keeper, Mr. J. H. Pearson, be instructed to act as foreman in the absence of the superintendent. Motion of Sherman aod seconded by Mr. Pearaon, it was reeolved that the superintendent is hereby anthorized to make all necessary porchesea of material for the sinking of 100 feet of shaft, and send bille for ssme, npprow by himself, to the book-keeper, J. H. earson, for payment, who alone is autborized to receive all moneys and make all disbnrsements. ' Mr, Jobn W. Pearson, as treasnrer, located in Sen Francisco, and bis brother, J. H. Pearson, as financial ageut, at Gold Hill, ought to have given the Peareon family very nearly supreme control of the finances, and there oan be bnt little doubt, from appsarsncea, that it Tracing the Records. Upon motion of Mr. Sberman it waareaolved that the anperintendent be prohibited from making contrscts in behslf of ths compeny witbout the consent and approvsl of the Bosrd of Directors. June 25th, 1875, on motion of Mr. Pearson, it wsa resolved tbat while the company is only sinking its shafts, the whole

concern shall be run and msnsged by this Bosrd, and ths company’aforemsn, J. H. Pearson, and tbat Snpermtendeut Crossman’s salsry be discontinued from July Ist next, until such time us this Bosrd shall order him snd hs doss take possession of the compsny’s mine snd mills. This movs on ths part of Mr. Pearson is the only ons connected with his managemsnt thet ws can find that sayors in the least of a disposition to do hia duty by the stockholders, and is moat likely accounted for by the fact that it wsa a promotion for his brother, J. H.Peareon. On motion of J. W. Psarson, it waa resolved thet assessment No, 2, of 60 cents per ahsrs, be levied upon the capital stock, amonnting to $72,000. duly 9th, 1875, on motion of Mr. Pearson, H. G. Maynsrd’s seat as trustee was declsrsd vacsnt, by rsason of his fsilnre to place atock in his pams on ths bookaof the company, and E. M. Seaton was elected in his stead. On motion of Mr. Seston it was resolved thet the company purchsse of J.B. Hsggin as per his commnnication to thia Board of the 8th instent—on fils—certsin 53,2351% sharea of the capital stock of ths South Woodville mining company for $75,000 cash, provided that said J. B. Heggin furnishea the balance entire of tbe capital stock of the said South Woodville to this company, together with said South Woodville mining company’s deeds, tranaferred to this company for the South Woodville mining company’s one-third interest in the new shaft and macbinery of the Woodville Consolidated silver mining company, and for that certain mine owned by said South Woodville mining company, known as the Periman mine, aud all property, interest and claima of seid South Woodville mining company in the State of Nevada, and that this oompany psy said $75,000 for aaid ahaft and machinery, minesand claims, and not for aaid stock, which atook thia compeny will only accept to proteot it in the purchase of aaid mines and other property, togetber with good and sufficient deeda from Rogera, Hyde and Barrett for all their intersat not conaolidated. Your attention is called to that portion of this proposition made by Mr. Seaton so aoon after hia election aa trustee, which rel«tes to one-third interest which the Sonth Woodville has in the new shaft and maohinery of the Woodville Consolidated, and we heg to snggest that in tbis transaction alone can be fonnd “food for tboughtfnl people,” to aay the leest. On motion of Mr. Pearaon, John Rowe, D. M. Seaton and Preaident Lee were appointed & oommittee to borrow, for the use of the company, to pay for tbe purchase of the Sonth Woodville company’s property, $75,000, intereat not to exceed two per cent. per month; and the president and secretary were autborized to issue the compeny’s promissory note tberefor; and that tbe said committee ahall receive and deliver to this compaty good and sufficient deeds for the claims purchased, and pay aaid money therefor. August 2lat,on motion of Mr. Pearson, it was resolved, that assessment No. 3 of $1 per share be levied npon each and every share of the capital stock, amonnting to $120,000; which amount, as fonnd by the booka when examined, together with the amounts of the two previous assessments, in all 3312,000, has been paid into the hands of Mr, Pearson, as treasurer. Up to Date. Up to this time, Augnst 21st, 1875, and since March 25th, or within six months, you, as stockholders, have been called upon and have paidinto the hands of John W. Pearson the sum of $312,000, and within the same time given the notes of your company to him for over $140,000, for balances due him as Treasurer. In addition to this, from information which we think can be reduced to legal evidence, there hea been shipped to this city from the Woodville Consolidated mine over $130,000 in bullion. Per contra, can any one tell us tonight where we, as stockholders, have received a considcration for our money? What developments or improvements have been made that warrant any such expenditures? Is there any Yeason why you should longer submit to what appears to be extortion in the fullest sense of the word? And yet this system of mauagement doea not end here, for on September 17th, 1875, a contract was entered into between Risdon, Rogers & Co, and the Woodville Consolidated mining company to fnrniah pumping machinery, engines and boilers on the gronnds of the company at Gold Hill, Nevada. Tbe Oontract covenants, agrees and binds itself and futnre management to pay Risdon, Rogers & Co. $65,000, gold coin, 90 per cent. to be paid at the end of each month for labor and materiel as furnished; and as s-carity, asid company covenants and agrees that said Risdon, Rg e1a & Co. may enforce the same by law or by serving @ written notice on eaid mining compeny’a superintendent or president; tbat if seid payments in arrears are not made good within five days of aaid notice, that said shafts, grounds, machinery and sufficient gronnde aronnd the shaft to complete and operate the Same to anit the purposes of the purchaser to gyre said mine and other uses, shall be sold, Ssid ssle to bs made, by poating notice on aaid shsft snd mining material five dsys, toths higbeat bidder fer cash, snd aaid asie aball be final and have no right to redeem; and it is bereby agreed tbat Risdon, Rogers & Co. mey asll out their interest one to another, and that no member of the preaent or fnture managsment shall be held personally responsible. All extra materisl fnrnished or labor performed shallbe psid by said company. Ws submit this contrect ss a model one of its kind, snd point out to you one of ita beanties. It provides that Mr. Risdon msy sell his intereat to Mr. Rogers, who then hsacontrol of tbe contract, and which, according to its rssding, might at any time place the whole property in ths hands of Mr. Rogers; and when we tell you that Mr. Rogers is the father-in-law of Mr. Pearson it will not be diffioult for yon to draw conclusiona, which ought to satisfy yon es to whether or not itiafor your interest to allow the present msnegement to continue. October 29th the secratary was’ instructed to pay Perlman $1 25 per ahare for all Sonth Woodville mining stock hs may present. In ths absence of any further information rsgerding this movs, the srrsngsmsnt appeara to be anothsr “job.’”’ Whether it is or not ia a subject for future oonsidaration, At the same mesting Messrs, Curtis and Mather, who wers selected by yon to act with us sa an investigeting committes, were elected as truatees of ths company by Mr. Pearaon. Mr, Pearaon made tha following proposition by letter: Gentlemen:—I propose to cell a meeting of the directors of the company to-morrow, at 11 o’clock 4. u., at which two of our trnatees will resign, and we will elect two of your commitee in their atead as trusteea, who can and shall have fall acceas to the company’a affaira; and when your committee’a trustees have reported on the company’a affaira, if they discover dishoneet management on the part of the trusteea I will join in calling a stockholder’a meating or a new election. This action on my part to atay all actions and proceedings of committee till your trustees and committee report. Signed, Joux W. PEaraon. The Difficulties of the Investigation. This proposition waa accepted by the committee, except the final clause, agreeing to snspend legal proceedings, under the impression at the time that it would aid us in getting at what we were appointed to ascertain, and when we tell you that up to thia time (fomrteen days since their appointment) these two trustees have furnished us with no information or done anything that haain tbe least fnrthered our efforts, you will understend something of the neture of the arrangement we vere foolish enough to make by aocepting Mr. Pearson's proposition. We had hoped and expected to have been able to preaent you with such abstracts of the accounts as wonld ahow disbursemente, eto,, from which could be deduced tbe finanoial condition of the company; but aince we cannot work up the booka, we cannot give yon these facts. We know this, however, that since thia investigation begen, counsel to fight your interest has been engaged, as followa: Two firms are paid $7,500 per year, a retainer of $250, and another of $1,000, witha further provision of $1,500; aud all of these yon are paying for. From the very best anthority we are informed tbat the mine ia worth $25 per share in thia market, and would, if managed honeatly, and by men in whom the public hed confidence, be selling fortbat to-dny. When the inveatigation began, the stock was wortb 8714 cents per share, and is aelling to-day for — per share. This increase in price is not owing to any increased value of the mine, but is attributable wholly to the fact tbat people who Imow anytbing of the mine are taking the aherea largely, with the hope and expectation that the resnits of our investigation will be tbe means of giving the company anotber board of trnstees, in whom they might have confidence, wheu the stock would take its proper place npon the market and sell for nearer its troe valuation. Tbere ia uot snother stock npon the market to-day tbat ia so generally held by laboring people and in small lots as this is, and with this fact so well known by Mr. Pearaon aud his managers, it has been easier to bleed the stockholders in the way of assessments than it migbt have been otherwise. With the facts and fignres we bave beén able to present you, we are satisfied that the management is fraudnlent; but we do not wish you to understand tbat we reach tbis conclusion wholly from the facta we bave presented to you to-night. We are in possesaion of snch information as can only be divulged in the coorts, and whioh we believe to be of sufficient importance to forever damn the present management of the Woodville Concolidated silver mining company. The air is filled with rnmors tbat anotber asaossment is to be levied, and that Pearson proposes aelling you out to the Justice people, etc. The Consolations of the Action Taken. With your co-operation we can soon pnt Mr. Pearson ont of tbe channel of levying assessments or selling to Justice the stock or property of the Woodville mine; and our labors are not to end here, aa the stand we have taken and the fight we have made have been the means of awakeniog the people to a sense of their weakness in longer anbmitting to systematic swindle by sucb men as this Mr. Pearson, and in tbe many letters received by ua from nearly every town of importance in this State, as well as Nevada, we were thenked for the course we had taken, and begged to go on and carry the matter to an isane, which could not be other