Nashville union and dispatch. [volume] (Nashville, Tenn.) 1866-1868, 1868-04-04


and which he received, as complainant Is
advised. without authority of law, and
which he should be held to account Tor.
Failing to get the remaining S25O,OOo, OF
bonds, and it being manifest that SAID
bonds could not be issued so as to make the
company liable therefor, and especially 40
as 10 create any liens in favor Of the State
without the consent and approval OF the
company through its lawfully constituted
Board of Directors, the said Receiver and
others confederated with him have resorted
to the following most extraordinary means,
with view of accomplishing this object:
Ist They procured an act TO be passed
through the Legislature on the 18th OF
February, 1868, or at least they have what
purports to be an act, though it is not adj
mitted that it was regularly passed, which
Will be more fully described and referredto
hereafter.
I'd. They caused or procured the Cover
nor TO assume to remove the fifteen State
Directors already appointed and quail
fed. composed Of Judge Alvin Haw-
kins, Judge H. H. Harrison, George
J. Stubblefeld, |. r. Hawkins, John
Norman and others, and in their
stead, to appoint, or assume to appoint,
E. A. Otis, ID. +. Davenport, Frank Hy-
berger, G. Jamison, II. H. Thornberg, o.
F. Brown, B. F. Whitley, j. w. Paramore,
"a. Z. Alden, J. A. Edmundson, Clay New
land, DIR. D. Clife, H. d. Grant, w. A.
Steele and j. G. Ogden.
3d. These men, many of whom are
strangers and not known to complainant,
and none of whom, as complainant be-
In 81
which they assume to control, met at
Nashville on Tuesday, or Wednesday, the
first or second day of this month, and, act
ing in conjunction with one Of the Direct
ors who confederated with them, assumed
to arrange Board which they call Di-
recters, for the Nashville and Northwestern
Railroad Company, and complainant is
informed that they pretended to elect
President, and perhaps other officers.
Complainant charges that it is the de-
liberate purpose of this organization TO
take and control the property of this COM
pany, and that they will do it, unless re-
strained, Just as if they had the right to
do it, and that it is especially aud particu-
larly the object of this organization to get
the bonds which by law are to be issued to
the company, and that they will by some
means get said bonds unless restrained
from 80 doing,
Complainant: expressly charges that they,
the parties aforesaid have not the shadow
of right to take from complainant its
! property, and that the movement now on
foot to get from complainant and its stock
holders so large an amount of property
without compensation or color Of law, is
bat a new and ingenious mode of robbery.
Complainant expressly charges that its
| Board of Directors, composed of stockhold-
ers and State Directors, with Mr.. Burns as
its President, is the lawful Board that
said other parties are not even members
| of the Board, and have no rights what
ever; that neither the Legislature nor the
J Governor can deprive the stockholders of
| their rights under the charter; that the
| refusal of the State Directors to consent to
have the bonds issued to the Receiver was
not an ofiense, and if it was, the Governor
| has no power to remove them for it; that
they have not in law been removed, and
that the rights of complainant and its
stockholders cannot be affected by any such
proceedings.
Complainant charges that, under the
pretended law of the 2Sth of February
aforesaid, the Governor had no power to
appoint Directors
lst. Because the State Directors had al
ready been appointed.
| I'd. Because the road was completed,
and was not an unfinished road
| Sd. Because the law aforesaid contem-
plates that said Directors, when appointed,
shall alone look after the interests of the
State, without taking exclusive manage
ment of the road.
Complainant further expressly charges
that said State Directors, appointed under
said law, have no rights by the very terms
of the law itself, until they are accepted by
the regular Board, which has never been
done, there having been no meeting of the
said Board since the appointment afore-
said.
Complainant charges that to allow said
| parties to act as Board of Directors, to
assume to make contracts, to accept the
State aid and draw the bonds, will produce
irreparable injury, and will involve the
| company in difficulties which will be of a
most serious character, as well with the
State as with the complainant. To allow
said parties to act as a Board of Directors,
and take and assume the rights of a Board,
to the exclusion of compliments Board,
will be to deprive complainant and its stock
holders of vested rights which cannot be
recovered.
Complainant expressly charges that the
fundamental and leading feature of the
charter, under which complainant organ
lied and is acting, is that the stockholders
shall be represented by Board of their
own selection, and who must be bona fde
stockholders in their own right, each of at
least ten shares, but said parties aforesaid,
and who are now assuming to act, are NOT
stockholders to any amount, and are not
the choice of the stockholders, but are
strangers to them, and are believed by the
stockholders and parties interested in the
road to be organizing for the complete
overthrow of all the rights of the stockhold.
ers, and, therefore, to allow them to act as
a Board to the exclusion of complainant
regularly constituted Board would be sim
ply to destroy the charter, with all of com.
plainanfs vested rights.
The premises considered, complainant
prays that f. A. Otis, d. +. Davenport
Frank H berger, G. Jamison, H. H. Thorn.
berg, o. f. Brown, B. F. Whitley, J. w
Paramore, A. L. Alden, ]. A. Edmondson
Clay Newland, d. B. Cliffe, II. d. Grant
w. A. Steele and J. q. Ogden be made de-
PENDANTS, together with the Secretary o
State, A. j. Fletcher; G. w. Blackburn
Comptroller, and w. g. Brownlow, Gov
ernor. Governor BrOwnlow resides il
Knox county, and Fletcher and Blackburn
in Davidson county. Otis, Paramore, AL
den, Grant, Ogden, Hyberger and NewlanC
reside in Davidson county. Davenport re
sides in Franklin county. The residenc,
of the other defendants is unknown
to complainant, but they are supposed
to be somewhere in Tennessee. Lei
process issue, and let all of saiC
parties who assume TO act az Directors shoy
by what authority they act. Let them sa.
if they are stockholders. Let them b
perpetually enjoined from using the leas
Of the corporation, from making contracts
and from receiving the bonds of the Stat
under the laws giving State aid. Espe
cially let them be enjoined from turnin
said bonds over TO Receiver, and let tn
Governor, Secretary of State and Comp
troller be enjoined from issuing them t
said parties.
This is the first application for an in