Savannah morning news. [volume] (Savannah) 1868-1887, 1882-02-25

that said President and board of directors
should take action in the premises. by suit in
the courts or otherwise. TO perpetually enioin
the receiving. Issuing, transferring or dispos-
ing of in any way as aforesaid. the said Ger
tificate OF interest or any similar document
or paper and 70 have the same declared null
and void and cancelled. And your orators at
tach hereto a CODY OF their said communica-
ton, marked Exhibit J, to which they ask
leave to refer as usual.
Your orators had well hoped that the said
President and board of directors OF the said
Central Railroad and Banking Company would
have complied with their Just and reasonable
requests as aforesaid, but they aver that on
the contrary the said President and board of
directors have failed and refused so 70 do and
continue so fail and refuse, pretending that
as the said Central Railroad and Banking Com
pany is restrained by the order of this court
as aforesaid, there is no necessity for any &C.
tiln on its part in the premises. but assigning
no reason why they. "a the managing body as
aforesaid, do not comply with your orators
requests as ators said A copy OF the reply TO
said communication Is hereto attached as ''Ex-
hibit K "
Your orators further aver that the said Cen
tral Railroad and Banking Company by its
charter is authorized to issue seven million five
hundred thousand dollars of capital stock only,
divided into shares of the Oar value of one hun
dred dollars each.
And your orators charge that ell of said
stock has been duly issued, and is now in the
hands of its stockholders, and that the said
President and board OF directors have no
power or authority To declare AID paw out any
stock dividend or make any division of the
assets or accommodations OF said cnrporstl1 IN in
kind. either directly or Indirectly. and that the
said contemplated and threatened transfer of
the said interest certificate of the Ocean
Steamship Company, or any similar certid-
Gates in multipes of one hundred dollars or
other sums to the stockholders of the Central
Railroad and Banking Company AMI the
stockholders Of the Southwestern Railroad
Company, without any consideration to the
tral RAILROAD and Banking Comp my. or any
other disposition of the same other than de.
structiOn thereof would be a device to evade
and a fraui upon the law.
And your orators further aver that the total
amount of debts which the said Central Rail-
road and Banking Company shall at any time
owe either by bill. bond, note. contract or
otherwise. under its said charter, cannot ex-
coed four million five hundred thousand dol
lars, unless permitted by special enactment:
that the said corporation now owes the full
sum of four million five hundred thousan dol
lars, and that the said President and board of
directors have no power or authority indirectly
to increase said Indebtedness to the said amount
Of three million five hundred thousa d dol
lars, or other large sum. or to the amount of
the interest thereon, by issuing and transfer
ring the said interest certificate or any similar
paper issued. or which may be issued ard de-
liyered bv the said Ocean Steamship Company
t. said Central Railroad and Banking Company
as aforesaid.
And your orators further charge that the
only power and authority possessed by the
said President and board of directors
of the Central Railroad and Banking Com
pany to make any division or distribution
of assets or Accommodations is regulated by the
charter OF said company and the laws of this
State; that by said charter it is prescribed that
dividends OF the profits of the capital stock
used in banking purposes or so much as may
be Urudent, shall be declared and paid half
yearly. il the condition Of the company war
rant it. until the road shall WELD a pro1t
when and in which that DFOnF NAV ok >.
in like manner be divided; and such dividend
shall from time to time be determined bv a
majority or directors, at meeting to be held
for that purpose and shall in no ease exceed
the amount OF the net profits actually ACQUIRE /
by the corporation so that the capital stock
shall not Ue impaired, that by the general
statute law of this State it is enacted, NO
J lnt stock company. corporation. body cor
p7rate or other association shall declare any
dividend or dividends, or distribute any money
among its members as profits when such divi-
dend or dividends, or money, are not the
legitimate proceeds of its investment" that
by said statue it is further prescribed that any
President or director violating the provisions
OF the same shall be guilty of a misdemeanor
and punished and shall also be liable
to be sued for double the amount of damages
that any person or persons may sustain in con-
sequence or declaring such dividend or divi-
dends in viola ion of the terms of said statute
and that said general statute is also applicable
TO the President and board of directors Of the
said Ocean Steamship Company of Savannah.
And your orators aver that. unless eniOin'
BIZ the decree Of this honorable cOurf the said
President and board of directors Of the Ocear
steamship Company, and the said President
and Board of Directors of the Central Railroad
and Banking Company, combining and con
federating together viii issue. or c au. 2 TO be
issued, and deliver, or cause to be delivered
the said interest certificate. or some similar
paper or other substitute therefor, 70 the said
Central Railroad and Banking Company and
will transfer, or cause to be transferred, the
same, in whole or 10 parts, to the stockholders
Of the Central Railroad and Banking COMPANY
and Of the Southwestern Railroad COMPANY
other manner. 10 the irreparable
damage OF your orators and the
permanent impairment of the value of their
shares of the capital stock of the said Central
Railroad and Banking Company.
And your orators aver that the said South
western Railroad Company is a separate cor
pOratiOn, duly created unds r and by virtue of
the laws of this State, having its principaI
Office or pace OF business in the city of Macon
county OF Bibb and State aforesaid; that its
stockholders are very numerous ami scattered
not only over this State but over many States
OF the United states, and are generally IN
known to your orators, and that it would be
impossible to make them parties defendants
70 this bill; and your orators charge that the
entire capital stock of the said Ocean Steam
ship Company il The sole and separate prop
erty of the Central Railroad and Banking Com
pRny. held in trust by the corpor ton for the
sole use and benefit Of it's stockholders, and
Company or its stockholders have In any way
contributed to or aided in or assumed any of
the risks incident 10 the acquisition of said
property, and have no interest, either legal or
equitable, therein. or in its profits. dividends
or assets or in the said interest certificates -
any similar certificate or substitute thereSor
and are not entitled to participate in any divis
100 or dlstHoution thereof which may be at
any time made OF the same.
and your orators expressly aver that thew
were the owners of the shares of stock of the
said Central Railroad and Ranking Company,
a. opposite their names in their original bill at
the times when the acts of which they complain
were committed, and have ever since ccntin-
ued 10 be, aud still are, such owners
And as your orators are reme1iess without
the aid and interpostion of this honorable
court, they pray that William N. Wadley Ed
ward G. Anderson, w G. Raoul, J. F. Gilmer
e. 2. Alexander, George S. Owens Robert FaI-
ligant. Malcolm Mclean. W B. Johnston, G. I
Brown, ID h. Epplng and Moses Taylor. the
Board OF Directors OF the Central Railroad and
Banking Company of Georgia, of which said
board the said William NJ. Wadley is the Presi-
dent, and the said T. NJ Cunningham the Sec
etarY and Treasurer of the said Ceatral Rail-
road and Banking G mpany. and OF the Ocean
Steamship Company. and the said Southwest
ern Railroad Company, may be made parties
defendants, end that writs of subpoena NAV
he issued requiring them, and each OF them to
be and APPEAR at the next June term of
Cha hyperion Court, then and there to
answer all and singular the PREMISE discov-
cry on oath being waived from them, aud esc h
OF them, and to stand to and abide such deere e
az may be rendered that the said
Ocean Steamship Company, its President
anu board OF directors, and other officers
and agents te ptTpetually eDjoined from issu
ing. deliYerir e transferring or otherwise dis
posing of the said interest certificate or any
parts thereof. or any similar certificate or GER
tdcaI es. or any substitute or substitutes there
for to any person or corporation whomsoever
or whatso .er; and from declaring and paying
any money or property as profits to any per-
sons or corporations whomsOever or whats
ever based upon an estimated earning power
OF said Steamship Company, or which are not
the legitimate proceeds Of its investments ac-
tually received; that the said Central Railroad
aud Banking Company, its President and direc-
tors and other officers and agents be perpetu
ally enjoined from receiving, keeping trans
ferriDg or otherwise disposing or the said
interest certificate or any similar certificates.
or any substitutes therefor, or any parts
thereof, to any person or persons or corpora
tions whomsoeyer or whatsoever, and from
declaring and paying any dividend or divi-
dends or distributing any money orproperty as
profits TO any persons or corporations whom
soever or whatsoever based upon any estimated
ea' ming power OF said oOrporation,o or which are
not the legitimate proceeds OF its investment,
and which do not exceed the amount of the
net profit actually acquired by the corpora
ton and will not impair its capital stock. and
particularly from declaring, paying and
dividir any such dividends or properly 10 the
stockholders of the Southwestern Railroad
Company: that the said interest certificate or
any substitute which may be executed in lieu
thereof, may be produced in court and can
ceiied; and that your orators may have such
other and further relief as the nature of the
case NAV require and 10 equity and Justice
msy seem right and prop-T, they will ever
pray, etc. CHISHOLM ERWIN,
Solicitors for compainants.
STATE OF GEORGIA, CHATHAM CoUNTY.-You,
William w. Gordon, H. N. Conner and Henry