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

had by said Company lawful proceeding when
! assembled in regular meeting regard must be
had to majority of shares and mol to the majority
Of members present.
1t is notorious fact, that said Company at its
Board, consisting of President and eight Drcc-
tors; not by the casting in of one vote for each
and every share Of stock, MS the law directs; butt
by the casting in Of one vote for each and every
member present, regardless of the hares of stock
held by each one. This was an election, decided
by majority of persons and nat of shares, Of con-
sequence it is unlawful, null and void: and all
the acts performed by presents so called Board
are, and will be of no binding force contracting
parties, in the business of the Road
As well, and with as much good sense, and
Law, might it be held as orthodox, that an un-
lartul meeting of the Stockholders, may ldrfmiy
decide an election for said "Board," by the cas-
ting in of larful votes; as to hold, that la~fW
meeting, may decide in the like case, by the cas-
ting in of unlamtul votes. The modes are Joth
unlawful, null, and void.
The mode of deciding the election last held for
President and Directors, is not only unlawful
but is unjust, because unequal and is dangerous
to the interests of the larger stockholders There
are persons in this company, holding from one to
two hundred shares of stock to say nothing Of
the State stock at all; according to the mode pur
sued at said election, majority Of persons owning
together small minority of shares, may control
the destiny of large majority of shares in every
case. Tie mode is wrong in principle and unjust
in practice.
1t is vain to say, that said Company has poper
to choose the mode of holding their elections. -
1t has no power to act contrary to the chartered
form, the Law is the rule of right action to said
Company in all the matters wherein it has pre-
scribed the mode of deciding the elections, is by
directing, "That each member shall be entitled to
one vote, for each and every share held by him,
&c." this is the Rule of Law, all else is wrong
1t is also vain to plead the authority of prece-
dent, as had by said Company, in their first cleo
| ton for President and Directors: I know that
our first Board, of President and Directors, was
decided by the votes of majority Of persons; and
not by one vote, for each and every share as held
by each member of said Company: but, I also
know, that this decision was unlawful too, as was
the last, and for the very same reason.
And further know, TINT duyiny Law, unlawful
acts can never take the place of Law; Of conse-
queuce, said precedent is of no authority at ALL
Moreover: The whole administration of the affairs
of the Road, performed by the fnnctionaries under
the first election, is rs unlawful as their election
is and for that reason. Nor can said administra-
ton become n lawful one, and of binding force,
unless by expressions of the sanction of The Com
pany lawfully convened Otherwise, said acts
can never be sustained by any Court of Law or
| Equity in this State. This is my opinion.
Here it might be proper to account for the r-
regular proceedings of said Company, in this
matter of the elections of said officers it doubt
less had its origin in ignorance on the part Of
some and in rice in others cdrelessness in some
and in tame spirit of submission on the part Of
othcrs until at length, think it is quite manifest
that from, the beginning, there have been n few
members who adopted policy calculated to 70
vor their monopoly of the sole governing po,rer o.
the Road, to the exclusion of others, having equal
interest with themselves. A sort of party inter.
est think is here; but, whether it be based on
personal professional, political, or religious con-
sidcratons, do not take it on me to settle but
leave it open for further observation.
The Charter for the X. NJ. R. R. Company, pro.
vdes that President and Directors be elected
by the Company, at its annual meeting, or, at al
adjourned meeting afterwards. Said annual meet
ing now is past, and with it, said officers went out
of office no adjourned meeting was then appoin.
ted, other than the next annual one; said COmpa-
ny failed lawfully to fill the vacancies.
For want of "Board," no vacancies can be
filled by an appointment pro ten and no business
can be done until the next annual meeting, e1-
cept only, "That special meeting Of tie company
may be called" by '.ten members, or more; own.
ing together one hundred shares, whcnsoever
they require it, And if it be held that only at
the annual meeting, said officers may be elected,
it will avail us nothing to call special meeting
in the interim, unless in this clumsy way, to at
tend to the business of the Road. 1t follows
therefore, that the Kings Mountain Rail Road
Company is and must remain, without President,
and without Directors, until its next annual meet
ing. This is nay opinion. But, who are response
bic for this awkward state of things?
would respectfully suggest tc the Company
that in a future time the chances for such irreg-
ularities be guarded out, by attention to our Rule
of action and that we no more submit to one OF
more dictators in the choice of any officer.
ASTOCK-HOLDER.
For the Yorkyille Enouirer