New Orleans Republican. [volume] (New Orleans, La) 1867-1878, 1870-06-14
NEW ORLEANS, TUESDAY, JUNE IA, 1870

evidence) the stockholders were notlnet
that if the election should not be held OF
said eighteenth of April, for the cause abov'
stated, it would take place on the following
Monday, the twenty-fifth day of April.
McComb states in his testimony that, sup
| posing 1t possible than an election could D'
held on the twenty-ifth, he went to th'
Office on the eighteenth, and in the meeting
| one week. The chairman refused to put tn
| motion, and declared the stockholders ad
journed sine die. McComb offered writer
protest to the proceedings, which wal
| thrown aside and not noticed. These fact
| are corroborated by other witnesses. -.
Mr. McComb, and those associated witt
him in these proceedings, make no scruDie
| in stating that their object was to oust tint
| present directors from the control OF the
road. They believed that they owned ane
did really control four-ffths Of the capita
stock of the concern.
On the twenty-ifth of April the gentle
men representing the II, 935 shares OF stock
owned by the State of Mississippi, arrived In
the city, and it appears from the testimony
that they determined with McCOmb and
other stockholders, to hold the election
fearing that unless it was done the old dlrec
tors would be able to hold on for another
VGdEs WOIu WAS Stut W huC oAuSC shC Al
junction suit was dismissed, notice thereof
was sent to the president, but the stock
holders who voted met at the office and held
the election. The Mayor of the city of New
Orleans appeared and voted the SO, 900 shares
still standing in the name Of the city; Nc
Comb voted the State stock by virtue of a
proxy from the Governor, and votes fol-
some 1000 shares of private stock were cast.
The gentlemen representing the State Of
Mississippi having conceived themselves In
suited by the President of the Company, de.
parted without voting.
If this election was valid, the writ OF quo
aoarrdnto will prove an effective means OF
placing the relators in the office OF directors
of the road.
Before proceeding to consider the legality
of the election, will dispose of question
OF law which must arise: assume that a,
this annual election the States of Mississippi
and Louisiana, and the city of New Orleans
were entitled to cast the vote for each share
of stock standing in the name OF the States
respectively and of said city. But the
respondents, who contest this position
produce what purports to be an act of the
General Assembly OF the State, amending
the charter Of the company, and withdraw
ing the power of the State and city TO vote
their stock. Evidence was offered to show
that this alleged amendment was accepted
by the stockholders under the provisions O.
the charter. The bill was passed durine
the last days of the session of 1867
The Governor withheld his signature
and before the expiration of the tel
days the Legislature adjourned. result
ing in what was popularity called anC
we'll understood in this State and in na.
tional legislation as "pocket veto.'
year passed by. A governor by military ap
pointment went into Office, had been re
moved, and was succeeded by another
This latter officer approved the bill. I fint
no warrant in the constitution of 1864 TO-
| the act. Article sixty of that instrument il
| identical in substance with the provision o
| the Constitution of the United States, un
| der which such power can not be claimed
| If Governor Baker could sign this'bil h,
might as well have signed bill passed in 1s4
but which had been pocketed by the exec
utive then in Office. The respondents urg'
| in their brief that the Supreme Court con-
ceded this power to the govern or in the re
cent decision in the case of the Crescen
City Slaughterhouse and Stock Landing
| Company VS.. The Butchers Benevolent As
sociation. But the constitution of 1864 diff
| fers. in precise terms from the precedip,
one. and seems to have been framed will
| the express purpose of giving the governor
! into whose hands bill is placed on the las
days of the session, time until the beginnins
of the next session to consider it.
| But the directory of the road were deter
mined, in 1869, that the State and city shoul
not represent their stock, although the Law
had not been signed. So at the election il
| April the votes rendered by the Governor o
| iected The question was referred to tn
courts, and some fourteen months afterwar
the Supreme Court decided that the city an,
the State were entitled to cast one vote fo
each share as aforesaid. State VS.. New Or
leans, Jackson and Great Northern Railroa
Company. La. Ann, 4S9.
From these various circumstances, whicI
appear in these proceedings, and from tn
| facts attending the immediate occasion Q
this controversy, am irresistably forced t.
| the conclusion that since the advent of tn
present directory every means have bee
| employed to retain the control of the road i
| the hands of few persons holding an in
considerable number of shares in their owl
right, to the exclusion of the owners of
majority of the stock.
| It is not denied by the respondents tina
| if there was an election of directors on tn
twenty fifth of April, as claimed by the re
tors, and If the stock of the State and cit
could be voted, the REALTORS receive larg
majority of the stock of the corporation
| The testimony of Secretary Charles, who's
memory was refreshed by direct referenc
to the stock books, exhibits the followin
statement:
Stock of city of New Orleans. ....... so, ,0C
Stock of State of Louisiana.......... 35, 2t
Stock of State of Mississippi. ........ 93
Private stock, full paid. ............. $500
Total. ............ ........ log, 81
The evidence shows that, at the allege
election on the 25th of April. ll9, ,8l9 share
were voted for majority of the director
who claim to have been elected, being m'
iority of 50,030 shares. The stock of tn
State of Mississippi was represented, br
vote was taken. The first question
whether the election could be legally hel
on the twenty-ifth of April. l think
could. The election, which was fixed b
the charter for the eighteenth of April, an
of which public notice had been given in al
cordance with law, was adjourned
the twenty-f fifth. A majority of tn
stock was not present and represented
the acts of these respondents.
It was, therefore, that an injunction Wa
issued to prevent small minority OF tn
stock from assuming to exclude the ms
iority, and by that means to continue itse
in power. The respondents, in their brie
insist that majority was present; OF the pr
yate stock, if that alone was to be counted
Of the whole, if the stock of the State an
city were to be counted, because McCom
was present. The view I have taken re-
auires me to count all Of the stock. The
it is idle to say that majority was presen
for the officers of the corporation had faile
and refused to transfer the stock sold to NJ
McComb, to his name. It is true that |
represented by proxy the $3.50 standing
the name OF the State; but that was to b
rejected and can not be now counted /
those respondents to make out their d
fense. But counting the State stock Al
tho pri,-s 20 stock raurasantpd and stjll a m