The Jackson standard. [volume] (Jackson C.H., Ohio) 1847-1888, 1853-04-14

uScIal power out mere WAS ullHCuIty
in its use growing out of the restraint on
the power of the Judges 10 dissolve inluc,
tons once granted. The law provides a
mode by which this may be done.
The complainant is stockhoIder in the
Iiilsborough and Cincinnati Railway
Campany, and complains OF violations Of
The charter of that Company on the part
Of Directors. The Company is about TO
extend its road easl from HIlsborough to
a point opposite or near Parkersburgh, to
connect with the North. w estern Virginia
Railway. various objections are taken on
the part Of the complainant. 1t seems
that the original intention was to connect
with road 10 Chillicothe, but this not be.
ing successful. there were projects for Two
rival roads, and it is contended that the
extension now prposed will be injurious
to both roads. As to this matter the Di.
rectors must exercise their discretion
In a case OF fraud Court might interfere,
but no; where it is matter OF discretion
with those called upon TO act. From any.
thing that appears, The acts proposed are
not in conflict with the interests of the
stockholders--indeed, the evidence shows
that the route on which tue Directors PRO,
posed 10 build The road, is the best.
The ACT of the Legislature authorizing
an extension of the road east Of Hillsbor.
Jugh, was passed on the 18th March 1851.
And il il first objected that the route au.
thorized by that act is located and cannot
be changed. Alter the adoption OF that
act by the Directors, the stockholders re.
solved 10 adopt particular route east Of
IIillsborough known as the Paint Valley
route. The Directors resolved to con.
struct about ID miles Of the road on that
route. They went further and entered
into a contract for its construction.
1t is contended that this was a location
Of the road, and The Directors cannot
change it. 1t has been decided, and is
reasonable, that a road, when once loca.
ted, cannot be changed by the Directors;
but many things may be done which do or
do not amount TO location. Making
survey is no location--it has no binding
effect SO with resolutions, unless acts
have been done giving rights under them.
But it does not appear that there were
any such rights in this case. .s
II appears that stock was subscribed
with yiewto this route. This might or
might not have had some effect. but it
could have given a right Of complaint only
10 the stockholders so subscribing, or 10
those residing on the route whichhas been
abandoned. The complaint is not in this
situation. There appears to have been
no bad faith in this respect on the part OF
the Directors, and if there were, the COM
plant would have been concluded by
having himself advocated a change from
this same Paint Valley route. | do not re.
gard anything done b. the Company as a
location. The contract for the conStruc-
ton oflhe fourteen miles Of the road was
conditioal. The resolution 10 locate and
construct was like any other resolution
A Company like an individual may change
its mind. Il would be unfortunate if it
could not, and it has full power to do so
unless rights intervene.
Another objection is taken that the gen
eral idea in the charter is that the raod
shall extend to Marietta as a terminus,
and that the present idea of the Directors
is to go to point opposite 10 Parkers'
Jurgh and stop short Of Marietta. The
evidence in this case shows that the route
on which it is now proposed to build the
road is the best route to Marietta. | su.
pose that the company would have the
right to build the road by piecemeal, even
without the express provision in the chr
ter. The Company is doing no act by
which they will be prevented form going
to Marietta. They intend to join the
North Western Virginia Raiiroad The
po,Oer to do so seems full and ample, and
/ do aoi see that they are ere Cising aay
pOi0er or falling short q any duty in his
respect.
1t is said that the Company meaning
the stock holders as body, alone can
alter the route, and a distinction is drawn
between acts TO be done by the corpora
tors, and by the Board of Directors. ]
suppose ihptsunder rtbe character Of this
companyalhe pawerto acI in this respecl
is in the Directors. The Legislature in
tended that the aois done, should be by |
a mode prescribed by law, and no mode
is prescribed by which the stockholders
are to act as a body except in the election
of Directors. -
II appears that this company is issuing
its bonds, and charge is made that the
Directors are guilty Of violation OF their
duty in selling bonds TO be converted into
stock, this may be bad policy, and if done
in fraud or in evasion Of any prohibition
of their chnrter, then the court would in.
teriere. The Company has a right to
issue bonds for the purpose OF raising
money, and to allow the holders Of those
bonds to convert them into stock But il
This should be done, as has been sugges
ted not in good faith but for the purpose
of keeping the control of the company
in tle hands of a Board oI Directors, it
would be fraud, and court Of chancery
would interfere.
In this case no fraud appears to have
been intended. The company was deep.
Iy embarrassed, and the strongest eXer.
lions have been made to relieve il and to
carry on the road with every limited
means. 1t is question OF good faith,
but il there were objections 10 the con.
duct Of the directors in this respect The
complaint appears from the evidence to
haya hnen SO cnnnnnied with similnr