Mr. DRAKE. Yes, sir. Senator MORGAN. They had the possession of all of it? Senator MORGAN. After that the possession of all of it went into the United States? Mr. DRAKE. I do not know. As far as the railroad records are concerned, I do not know anything about it. I will say why. We only know the holders of the stock, the stockholders. Up to the 18th, in fact beyond the date you mentioned, of May 7, the stock remained in the name of the parties that it was in before. On April 18 there was a transfer of the stock made to the name of the Government. At that time the certificates that were presented had a transfer on the back of them, dated May 7. That was the only way that we knew that an earlier transaction than was shown of record on our books had taken place. Senator MORGAN. That is precisely what I was trying to get you to state and to establish as a fact. No doubt that is a fact, that no action was taken by this board or by the executive committee turning over the possession of that property, in conformity with the transfer from the canal company to the United States. Mr. DRAKE. It could not be, sir. Senator MORGAN. Well, it was not? Mr. DRAKE. No, sir. Senator MORGAN. Whether it could be done is a law question that I do not think either of us is competent to settle at this moment. Mr. DRAKE. I am speaking from the position of a treasurer of a company who has charge of the transfers of the stock. Senator MORGAN. That is right. I want merely to get a clear statement of the actual facts. Mr. DRAKE. I will give it to you. My duties are defined clearly in regard to the transfer of stock. Senator MORGAN. All that occurred, so far as the railroad company is concerned, was that a notification that the stock owned by the Panama Canal Company had been transferred to the United States, and a presentation, I suppose Mr. DRAKE. I do not know that the railroad got any such notice at all. I do not recall. Senator MORGAN. You spoke a moment ago of some transfers of the stock? Mr. DRAKE. When the stock was transferred by Messrs. Day & Russell, the attorneys of the United States. The stock was presented for transfer on April 18 Senator MORGAN. On April 18? Mr. DRAKE. On May 18. (Continuing.) That was the first intimation that we had officially of any change in the ownership of the stock and the possession of the property as vested in the stockholders of record. Senator MORGAN. That is the only transaction connected with the whole business in which the railroad company has been a participant? Mr. DRAKE. Absolutely, sir. That is, in the transfer of the stock. You refer now to the transfer of the stock? Senator MORGAN. Yes. Mr. DRAKE. Yes, sir. Senator MORGAN. You held to the possession of your property, just as you had been doing before? Mr. DRAKE. Yes, sir; that is, the stockholders did. Senator MORGAN. Well, I mean the company. Mr. DRAKE. Yes, sir. Senator MORGAN. As a corporation? Mr. DRAKE. Yes, sir. Senator MORGAN. And you kept up your board of directors and your executive committee? Mr. DRAKE. Yes, sir. Senator MORGAN. Just as you had done before? Mr. DRAKE. Yes, sir; and as we are still doing. Senator MORGAN. Yes; and you elected your president as you had done before? Mr. DRAKE. Yes, sir. Senator MORGAN. At what meeting was any member of the Isthmian Canal Commission elected president of that company? Mr. DRAKE. It is a matter of record in that book [indicating]. It was July 24. I ask to be allowed to correct that if I am in error as to the date. Senator MORGAN. 1904? Mr. DRAKE. Yes, sir. Senator MORGAN. Who was elected president? Mr. DRAKE. There were three members elected at that time-Admiral Walker, Professor Burr, and Mr. Grunsky. Senator MORGAN. Who was president at that time? Mr. DRAKE. Mr. Simmons had been president. Senator MORGAN. What became of him? Mr. DRAKE. He retired. Senator MORGAN. He resigned? Mr. DRAKE. Yes, sir. Senator MORGAN. And Admiral Walker was elected in his place as president? Mr. DRAKE. Yes, sir. That is all a matter of record and the times when it was done. Senator MORGAN. Is that the same office that Mr. Shonts holds now? Mr. DRAKE. Yes, sir. Senator MORGAN. Does Mr. Shonts hold any other office under the company? Mr. DRAKE. No, sir. He is president and a member of the executive committee. Senator MORGAN. And a member of the executive committee? Senator MORGAN. He holds no other office under the railroad company? Mr. DRAKE. No, sir. Senator MORGAN. Did the railroad company have a provision in its by-laws or charters or proceedings or resolutions for the appointment of a general superintendent? Mr. DRAKE. Yes, sir. Senator MORGAN. When was that adopted? Mr. DRAKE. The appointment is made at each annual meeting, and it is made under the authority of the by-laws, which say they may appoint a general superintendent and such other officers as may be required from time to time. Senator MORGAN. The by-laws provide for that? Mr. DRAKE. Yes, sir. Senator MORGAN. Who was the first general superintendentthat is, since you have been there? Mr. DRAKE. Col. A. L. Reeves. Senator MORGAN. Who succeeded him? Mr. DRAKE. Col. James R. Schaler. Senator MORGAN. Who succeeded Schaler? Mr. DRAKE. H. G. Prescott. Senator MORGAN. And who succeeded Prescott? Mr. DRAKE. Mr. J. F. Wallace. Senator MORGAN. He was the first one of the Commissioners who was appointed general superintendent? Mr. DRAKE. Yes, sir. Senator MORGAN. Will you give the committee, now, a definition of the powers of the general superintendent? Mr. DRAKE. The powers of the general superintendent are defined by a power of attorney given to him by action of the board of directors, which empowers him to fully represent the property before the Government of the Republic of Panama and otherwise and to represent the railroad as fully as the power of attorney defines, and to operate the railroad company under that authority. Senator MORGAN. The Government of the United States was not mentioned in that power? Mr. DRAKE. The power to Mr. Wallace was from the railroad company, as general superintendent. Senator MORGAN. I understand from the railroad company, and mentioned that he was to have power to conduct and manage that railroad. Mr. DRAKE. Senator, I think there is a little discrepancy here. The general manager is one thing and the general superintendent is another. The previous general manager to Mr. Wallace was Mr. Paine, who was in New York. He was general manager of both the railroad and the steamship line, but the general superintendent was the subordinate officer. Mr. Wallace was never general superintendent. He was the general manager. The other gentlemen were general superintendents. Senator MORGAN. Give us the list of the general superintendents, commencing with those that are in office now and running back. Mr. DRAKE. The general superintendent was, first, Reeves; then Schaler; then Prescott; and then W. J. Beard, who is now general superintendent. Senator MORGAN. Now, we have the board of directors, and we have the executive committee, and the general manager? Mr. DRAKE. Yes, sir. Senator MORGAN. And the general superintendent? Senator MORGAN. And you have defined the duties of the general manager to some extent? Mr. DRAKE. Yes, sir. Senator MORGAN. What are the duties of the general superintendent? Mr. DRAKE. To obey the orders of the general manager; to carry out the instructions of the general manager. Senator MORGAN. Of the general manager? Mr. DRAKE. On the Isthmus. Senator MORGAN. The general superintendent, then, is the actual executive officer? Mr. DRAKE. The operative officer. Senator MORGAN. Well, I call that executive. Mr. DRAKE. I make a distinction, Senator. Senator MORGAN. You are the executive officer? Mr. DRAKE. I am an executive officer. The president, the members of the executive committee, and the vice-president are executive officers. I am an executive officer because I am secretary and treasurer and assistant to the president. But the superintendent of a property is like the janitor of a building. He is in charge of the operation of the property, under the general manager, carrying out his instructions. Mr. Whaley was the first general manager. Did you ask me for a list of the general managers? Senator MORGAN. No; I asked you for a list of the general superintendents. Mr. DRAKE. The first general manager was Mr. Whaley. I was afterwards general manager, and then Mr. Charles Paine was general manager. Those first three gentlemen were located in New York. The next general manager was Mr. Wallace, located on the Isthmus. Senator MORGAN. These general managers, respectively, have the control of the general superintendents? Mr. DRAKE. Yes, sir. Senator MORGAN. And the superintendents are to carry out the orders of the general managers? Mr. DRAKE. Yes, sir. Senator MORGAN. When the general manager, then, is acting, gives orders, and is in charge of affairs, the general superintendent has nothing to do except as he is directed, has he? Mr. DRAKE. He is a pretty busy man in carrying out the operations of the railroad. We are handling four hundred and odd thousand tons of freight there, and he is in charge of the movement of the trains and of the cargo and of the different departments. Senator MORGAN. But in all that matter he is under the direction of the general manager? Mr. DRAKE. Naturally, who is his chief. Senator MORGAN. And the general superintendent is under the control of the executive committee? Mr. DRAKE. And the general manager. Senator MORGAN. And the general manager both? Mr. DRAKE. Yes, sir; both of them. Senator MORGAN. All the subordinate officers are? Mr. DRAKE. Every subordinate officer is subject to the executive committee; yes, sir. Senator MORGAN. And the action of the executive committee is the same as if it had been performed or had been taken by the board of directors? Mr. DRAKE. In the absence of the board; yes, sir. Until approved or disapproved by the board it stands as the action of the board. Senator MORGAN. And if it has been carried into execution or effect or operation, it stands anyhow? Mr. DRAKE. If it was irretrievable; yes, sir. Senator MORGAN. If it was irrevocable? Mr. DRAKE. Yes, sir. Senator MORGAN. Does the general manager ever act as general superintendent in his business? Mr. DRAKE. The superior officer has all the powers and attributes of the subordinate, sir. He would, if an emergency arose, if it were necessary. Senator MORGAN. Could you give the committee some idea of the difference in the duties between the general superintendent and the general manager. Mr. DRAKE. In previous years the general manager would direct and authorize all of the important acts of the general superintendent, who would report to him for instructions on any question that he had not already received instructions on, but who would, in the absence of such instructions, perform all the duties of the physical operation of the railroad that is, the movement of freight, and all that. The general manager has charge of the practical operation of the company's property. The general superintendent acts under him as his subordinate, being in direct contact and control of the gangs of men and the movement of trains and subordinate officers. Senator MORGAN. He is really the working man? Mr. DRAKE. He is really the working man; yes, sir. Senator MORGAN. You said the previous general managers had been located in New York? Mr. DRAKE. Yes, sir; visiting the Isthmus periodically, Senator MORGAN. Has there been any change in that between the previous general manager and the present? Mr. DRAKE. No, sir; except the present general manager is located on the Isthmus. Senator MORGAN. And the previous one was located in New York? Mr. DRAKE. Yes, sir; making frequent visits to the Isthmus, periodically. Senator MORGAN. Is there any change in the duties of the general manager or the general superintendent since the United States became connected with this business? Mr. DRAKE. No, sir. Senator MORGAN. There are no resolutions changing it at all? Mr. DRAKE. No, sir. Senator MORGAN. So that we are sailing now under the same general orders that we were when the Panama Canal Company owned the railroad? Mr. DRAKE. Yes, sir. Senator MORGAN. The books that you will bring here will show the action of these different officers and their approval? Mr. DRAKE. Yes, sir; so far-no; I do not think they will show every action. They will show the action of the executive committee authorizing their later action. Senator MORGAN. Yes. Well, under the arrangement as it has stood so long and been so thoroughly executed under the law and under the |