Savannah morning news. [volume] (Savannah) 1868-1887, 1881-09-26


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L. 81 John, P King, President Georgia Rail
road and Banking Company.
| II. s John King, President Atlanta and
West Point Railroad Company.
| Il 81 W. 3. Johnston. Agent Central Railroad
| and Banking Company.
| II. g. W. s Holt President Southwestern Rail-
| road Company.
/ Il. 81 f. W. Cole, President Nashville and
Chattanooga Railroad Company.
1 IL s. George H. Hazlehurst, President Macon
and brunswick Railroad Company.
| IL. s h. l kimball, President Brunswick and
Albany Railroad Company.
| L. ST. A. J. White, President Macon and West
| ern Railroad Company.
| Il. 81 Thomas Allen. President st. Louis and
| Iron Mountain Railroad Company.
| The name of each ons of the representa-
| tives OF the railroad companies is signed TO the
| bond. And we find William r. Johnston,
| Agent Central Railroad and Banking Compa-
| NY among them.
| Now gentlemen there is a sworn statement
/ of each representative at the time tn t he had
| authority from his company TO become surety
| for the leSseoS, and l have read the act giving
| each one the power to become our surety.
| do not think need elaborate that, The case
/ is made out. The fact that the Governor APP
proved that bond, with the statements in the
/ bond, that they are the accredited agents and
| authorized to represent the company, show
| that he looked into it and was satisfied. The
| law did not require him to take or file written
/ evidence OF the authority or solvency of those
1 as EuF6ll6S, except IDe 6Nfb hOONS
| quoted; but it contemplated that he would sat
| isfy himself, by proper inquiry, that all was
right, which he did before he accepted the bond.
| Ny recollection is that he had before him
| statements, made by the proper authorities of
/ the companies showing the authority under
which their representatives acted. 1t has been
| eleven years. and l cannot be positive. but
know he was very careful at the time. and he
had counsel looking into it very carefully, and
| we had to satisfy them very fully that there
was no difficulty about what was being done.
He having adjudicated it it seems to me you
| have no right to set it aside, unless you can
| show that he acted in some way corruptly. II
| you deny that he did his duty, the burden rests
| upon you, and you must prove it.
| In connection with what l have already
| said as to the Governors duties, remark that
| the lease act says: The Governor shall see
TO it carefully in taking the bond that these re-
questions are fully complied with He shall
| lease to no company who tenders security that
/ is even doubtful, nor to any company OF non
| resident adventures and spectators So
there was strong legal injunction on him to
| make no mistake about the suretieS being
| bound when he took the bond; and there is
| certainly no doubt, think, that he did his
| duty faithfully. He shall lease to no company
| who tenders security that is even doubtful.
| This was made a condition precedent There
| could be no legal contract OF lease without a
| legal bond, with security that was not even
| doubtful.
| A Senator Are not the Governors duties
| under that lease act, merely to approve that
| bondG And the question is, does his approval
1 make IL DllQiUR upon LQe SureLesI
| Mr.. Brown-What other authority has the
| law vested with the power Of looking into that
| question, or who else was to approve it at the
time, if he was mott The law had to vest some
one with that authority, and il it gave it to the
| Governor alone, did not his act bind the State
| at that timer
A Senator-It It does not bind the State, it
does not bind the other side, does it,
| Mr.. Brownie.
A Senator-While he was the accredited
| agent for the purpose CT approving and taking
| that bond did not be stand in the position of an
| Ordinary, who takes the bond of an admins
| traitor or guard an? When the Ordinary ap-
| proves the bond and grants letters of admins
| tration upon this bond being rendered does it
hind the sureties to make no legal objection to
| that bond?
| Mr. Brown-By no means But it gives the
| Legislature no jurisdiction of the case. The
| judiciary must determine, when proper case
| is made, whether the surety is bound.
| A Senator-Does this bond that the Cover
nor approved prevent the sureties from making
| any legal objection to the suretyship?
Mr.. Brovn-By no means. But l say the
| presumption is that you have good bond
| that they cannot defend against and the
| courts, and not the LEGISLATORS, have jurisdic
| ton OF that issue. 1t devolves on you to show
| bsfore the courts, il you deny it, that there is
] not a good bond, and that the Governor at
the time did not do his duty and taGe good
| one.
| charter of the Macon end Western Railroad
| Company one of the surities on our bond, in
section IA says The power OF making the
/ by laws and of appointing such officers,
| agents and servants az the business OF the
/ company may require, AID Of controlling gen
orally its affairs, and OF entering into contracts
| in its behalf. shall be exercised by the PreSi-
! dent and Directors OF sAid company" There
/ is no allusion to stockholders at all. And the
| President and Directors have the full power
| to bind the company by any contract they
| make. / think thatis pretty generally the case
| with corporations l have the charter Of the
| Central here also. Section says: And the
said principal Board OF Directors shall be ca
| pable Of exercising such other powers and
| duties and authority for the well governing and
ordering the affairs of the said corporation, as
| 70 them shall appear conducive to the interests
| OF the same" And again section II: The
| Directors for the time being shall have power
| to employ artists, managers and laborers, and
appoint such officers as shall be necessary for
| executing the business of the company, and
| to allow them reasonable compensation for
| their services and shall be capable of exer-
| cising all such other powers and authorities
| for the well governing and ordering the affairs
| of said company as to them shall seem fit for
| the interests Of said company"
| Something is said, bei-vs. by Dir. Phnizy.
about the proposition made before the Board
or Directors OF the Georgia Railroad at the time
| of the celebrated contest between General
| Toombs and Mr. Hill and others. and he states
| that the resolution was not passed. My under
standing of it was that the directors have
| similar power to contract, and that they have
| often exercised them without consulting the
| stockholders of the company; and my recol-
went into the board with a view of getting q
| resolution disappearing Of the Endorsement,
| and that the resolution was laid on the table,
and Mr.. Hill came out the victor in the fight.
|. AS understand it. the stockholders refused 10
| disapprove what the directors had done and
| laid the resolution on the table think you
| will fad that that is the true version.
| Now, gentlemen. so much for the original
! bond and the original authority. Having
| shown you that these companies had the power
20 indorse, and that they did indOrse, l will
hat ha
| on more than one occasion has approved OF
| the lease contract and ratified it. l first read
from the resolution passed in 1872, page 52l, at
| the time the contest was up about the validity
| of the lease. AS presume, You all remember,
| without reading the whole resolution. the
| charges were not sustained; but as both the
| President of the company and the State were
| dissatisfied with the inventory which was
| recorded in the Secretary of States
Office, that we were finally to settle by,
| the Legislature ordered a new inventory to be
| made Both parties desired that. Then the
| resolution referring to that is in these words:
That his Excelency, the Governor, be, and he
| is hereby instructed to have q fair and just in
| ventory made out and returned, and recorded
| in the Secretary of States Office, which will
\ stand as the true inventory by which the les
| sees shall make their final settlement with the
| State at the end Of the lease; and that said
| lease contract be affirmed with said inventory
| thus corrected" That Legislature, I presume,
understood as we'll as you do, that it was i'm
| portant that there should be a valid bond
| tract. The valid bond, with good security,
| was condition precedent TO the lease CON
| tract And 1 do not think. with all
| due respect, you have any right to call
| in question the propriety of the &C
| ton of your predecessors on that question,
who, after full Investigation, expressly affirm
| ed the "lease contract" Nor have you any
right to set it aside. The jurisdiction Of that
| question now belongs TO the courts. and not to
| the General Assembly. The contract made by
| the Governor under the authority OF an act of
| the Legislature was certainly binding on the
| State after il had been affirmed by the I.egis-
lature, even if the condition precedent had not
| been complied with by the Governor in making
| the contract, though it was in fact; and it is
| bey ond the power of a subsequent Legislature
| to annul it without the consent of the other
| parties to the contract That action Of the
| Legislature was nearly two years after the
| lease had been made But they went still FUR
| Their and added this proviso: "PrOUided That
| the execution and filling OF such corrected in
| ventory shall not operate to release the sure
| ties on the bond of said lessees, as heretofore
| made, but said sureties shall remain bound by
said first appraisement in case they refuse to
sanction the second"
| That seemed to us to settle it. They went into
| charges of fraud were not sustained. They
| looked into the whole case; they ordered a new
| inventory to be made, and declared, when that
| shall be made, the lease contract shall stand
| affirmed and the Sureties on the bond heIetO-
| fore made shall remain liable and if they OBJ
| ject to the new inventory they shall be bound
| by the first one. do not think the Attorney
| General, if he had had these authorities before
him, would have given you that opinion.
But will go little further. That is not the
| only time the Legislature Of Georgia has in
| I frOp bA antc nf tba