Yorkville enquirer. [volume] (Yorkville, S.C.) 1855-2006, 1856-10-23
A sTOCKHOLDER.

Direction, SanS eyerytninS-Oul VI uaee-N>'
in short, a ssdead fish," In asserting to such
publication, however, we must be permitted to ex'
ercise our right ofreply: the Board of Directors
will not, we presume give attention to it, and II
may be necessary to preserve some innocent read
er. here and there, from inadvertently falling into
error.
The writer complains that at the last annual
meeting OF the Stockholders or the Kings Noun
tain Railroad Company, the election of President
and Board of Directors for the current year was
conducted "unlawfully" of consequence,
no legally constituted Board now exists, and no
binding contracts can be made with the company
or by the company. This position is made to rest
upon the assertion that these officers were chosen
by majority of the persons present, and not OF
the shares present as the charter directs; and the
assertion hinges upon the fact-and here is the
gist of the argument-that the vote was taken by
"division" and not by "ballot."
Now, link is wanting in the chain-it devolves
upon "Stockholder" to assume that the Charter
prescrbes the rote By ballot as the legal method of
electing officers. But the Charter does not war
rant such On assumptions it is silent on this point;
in regard to elections, it annexes but one condi-
tion-that the election must be decided by mo-
jority of shares and not of persons present. Does
it follow that, to observe this condition, the vote
must be taken by ballot? Certainly not. Where
the Charter does not prescribe method, any one
which enables the meeting to- ascertain the vote
of majority of the shares, is clearly and unques.
tionably legal method; and the election so held
is indisputably lawful election. If number of
stockholders, representing, either in person or by
proxy majority of the shares present, rise from
their seats when called upon by the Chairman and
thus indicate their preference, the vote is to all
intent and purposes legal and proper-in violation
of no provision annexed to the Charter, and ''un-
just" to neither the large" nor the ''small stock
holders. This is our opinion.
Having established the point, we think, as to
the conditions necessary to la'ctm election, let
US see how the election complained of was con-
Quoted. We happened to be there, and can speak
er cathelra. At the proper time, committee was
appointed. in accordance with an invariable GUS
tom, to nominate suitable persons for the Offices
of President and Directors. The Committee dis
charged their duty, and presented ticket to the
meeting. 1t was evident that no serious opposi-
tion would be made against the nominations Of
the Committee, and, to dispatch business as
promptly aspossible, motion was adopted to take
the vote by acclamation, or, more properly speak
ing, by division. Thirteen hundred and ffty-seven
shares were represented in the meeting. When
the question was submitted, uumber Of persons
representing near twelve hundred shares arose
and thus voted for the nominees; leaving about
one hundred and fifty shares in the negative!
If the vote had been diferent-if, upon submit
ting the question to the meeting, it had appeared
that comparatively large number of shares were
in opposition to the nomination, it would have
been requisite to appoint tellers to ascertain
the vote with scrupulous exactness. But this was
unnecessary it was palpably evident that very
large majority of shares legally ascertained had
been cast for the nominees-just as evident, and
ascertained as lawfully as it would have been if
the names had been written upon ballots cast into
a box, and counted and reported by Committee
1t was competent for ga Stockholdcr," as q mat
ter of preference, to demur to this method of
voting; and we undertake to say that if such OBJ
lection had been made, and majority had acqui-
ool tho hor boa tolya h,,h hal
lot. Not the slightest objection, however, was
presented to the meeting. Two or three stock
holders, when called upon, voted their shares in
opposition to the Board elect; just rs efficiently
as down-easter might whistle ''Yankee Doodle
in whirlwind!
Here the argument ends and We might probably
leave the subject. But let US go little farther.
Grant that the recent election was unlawfully con-
Quoted does it follow that the "King's Mountain
Railroad" is 'without ofieers?" Can GA Stock.
holder suppose that the Legislature of South
Carolina confessedly an erudite body, could be SC
stupid as to leave such probable contingency as
failure to elect officers, unprovided for? The
idea is certainly incorrect and, to prove it, the
Charter prescribes that the President and Drec
tors 'shal continue in office, unless sooner reno.
we'd, until the next animal meeting after the cleo
tion and until their successors shall be elected ana
enter upon their duties" The election in 1856
happened to be by ballot, and answered all the
conditions required by "A Stakeholder. Now, il
the last election was unlawful and if the present
Board of Directors has not been legally constituted
does it not appear that in accordance with the
terms of the Charter just quoted, the former
Board with COL WRIGHT as President are in Of
fee? Most assuredly. Well, have it so. Turr
out the bogus Direction, and call upon the legally
constituted Board to resume authority-what
then? COL WRIGHT has already declared his in
tention not to serve longer as President, and the
Board would at the outset be compelled to exal
one of their number to the position. We have nc
hesitation in saying that the excellent and eff
cient President now acting would be chosen
mem. con. The Board would then be required tc
elect, from among the stockholders, Director tt
occupy the place that would be vacated by the
promotion of Col. BEATTY. That's all. Does ga
Stockhoder' really object to these new members
placed upon the Board at the recent election p
His argument pitches them overheard without any
sort of ceremony. Is that the horp of dilemma
he desires to grasp? Without derogating at all
from those gentlemen, We confess that such O
course would not materially conflict with the in.
terests of the Company &; and if ga Stakeholder