Wilmington journal. [volume] (Wilmington, N.C.) 1844-1895, 1868-07-31


Gated contract between the State and
The corporation; and that by reason of that
wise and conservative provision of the
Constitution of the United States, " that
| 40 State shall pass any law impairlng the
obligations of contract" there exists no
authority in the State to amend, alter, or
IN any way interfere with, any one OF the
provisions of the charter of such corpo
ration.
What, then, are the provisions of the
original charter. and the subsequent acts
amendatory thereof, so far as the questions
connected with the action of Governor
Holden, now under consideration, are in
volved -?
In the first place: No one is eligible as a
Director who does not own at least twenty
shares of the capital stock Of the Company.
This is wise and one of the cardinal pro-
visions of the charter of this Company,
and applies to all Directors, it matters not
by whom appointed, and has been so held.
Upon inquiry we find that neither Estes,
nor either of the two others named own a
single share of stock, and for this reason
they are disqualified as Directors.
In the second place The term for which
the Directors hold is from one general an
nual meeting until the next. and the Di-
rectors now in Office have the right, secured
by the charter of the Company, to hold on
until the next regular annual meeting in
ho
rectors appointed by the Board of Internal
Improvements have resigned las to which
we are altogether ignorant), the Board of
Directors, by the charter of this Company,
fill the vacancy until the next regular meet
ing of the stockholders, when a new term
begins, and when the new appointees of
the Internal Improvement Board have the
right to act.
Seven of the ten Directors of this corpo-
ration are appointed by the individual
stockholders, the other three by the Board
of Internal Improvements and it matters
not by whom they are appointed Directors,
their qualifications, the terms for which
they hold, and the mode of electing success
sors, in the event of vacancy arising from
any cause, is fixed by the laws incorpora-
ting the Company, and haze become chartered
riqhts, secured 6v The Constitution Of the Uni
ted States, and, thank Heaven, no Radical
Convention, or Legislature, or Governor
can touch them. It is manifest, therefore,
that the appointments referred to, SO far a.
. g ;oko 1a1 hat ho
act prior to the November meeting, are
simply idle and void.
But let us look little further into the
question of power in this connection. Sec
zion Five of Article Fourteen of the new.
so-called, Constitution of North Carolina,
contains the provisions which it is claimed
confer omnipotence Oh the man " who
writes himself Governor" in all matters
connected with persons holding any offic,
r. appointment in this State. This section
vas, without doubt, drafted by Holder
imself 1t is pregnant with that cunning
md malevolent vindictiveness which char
.cterizes the man, aud was especially in
tended to confer the power Of dealing out
us revenge on every decent man holding
In Office in this State. This section reads
as follows :
g In the ab-ence OF any contrary provision, all
,fficers ia this state whether horotOfure elected
" ap oiatei by the Governor shall hold their po-
Itions until other appointments are made by the
/ vernon, or, if the flee are elective, unit!
eir successors shall have been chosen and duly
qualified according to the provisions of this Con-
ltutlOn.
Is the case we are considering embraced
within the provisions of this section Was
1t ever before heard of, or could it have
been dreamed by the most astute of the
recent Radical Convention, that Director
of private corporation was "an officer
(of) or in this State" But even admitting
that such supposition was entertained by
the Convention, when this section was
adopted, in which category is Director
of this Company to be classed-was he
"heretofore elected" or was he "appointec
By tie Gocer7aor?" It is very certain he was
not appointed by the Governor, for Gov
ernor WORTH had no power to make such
an appointment, and, unlike the man who
not assume powers not belonging to his
Office. The present Directors of this Com
pany were appointed or elected by the
President aud Directors of the Board oil
Internal Improvements, and if it is pre-
tended they are embraced in either class Of
"oficers referred to in this section, it is
manifest no Governor of this State, per Sc,
has any power to remove or appoint sue
cessor by virtue of the drag-net which was
intended to be spread by this ubiquitous
section. These Directors hold I" until theil
successors have been chosen and duly
qualified, even were they within the scope
of this section.
It is demonstrated, then, in the first
place, that the Convention had no powe,
over these Directors, and secondly, if the
Convention had this power, it has not, by
the so-called Constitution, delegated to the
man calling himself Governor, the right to
do what he is arrogantly assuming to do.