Savannah morning news. [volume] (Savannah) 1868-1887, 1882-02-25
AN AMENDED BILL.
WHAT SHALL BE DONE WITH
THE OCEAN STEAMSHIPS
EARNINGS?
Some New and Interesting Points
Presented.

A very important bill for an inldnetion
(beiug an amendment to the bill filed by
Messrs. W. W. Gordon ct. al. against the
Central Railroad and Banking Company on
the 9TH instant, upon which temporary
restraining order was granted By Judge
Tompkins in the matter OF the proposed
issuance Of interest certificates on the earn
ings Of the Ocean Steamship Company was
yesterday morning fled IN the Office OF the
Clerk Of the Superior Court.
General E. P. Alexander, IN his letter
published in the MORNING News of Thurs
day, says:
'That instrument (the certificate Of inter
EST has already been executed, and turned
over TO the Central Railroad. / scarcely
think that any legal proceedings can COM
pei the Central Railroad Company to de-
stroy It."
This amended bin denies that any such
instrument or certificate has been received
By the Central Railroad Company, and pro
ceeds TO show the powers OF the company
10 regard to the certificate IL II had really
come into their possession. The follow
ing are the essential points of the bill:
First. The Central Railroad and Banking
Company are only permitted to issue
&a,Oy
issued, and the law cannot be evaded by
division of its property in kind instead Of
Issuing stock certificates
Second. The Central Railroad and Bank
Jog Company cannot issue either directly or
indirectly any more certificates Of indebted
ness, because, by its charter, it is not allowed
tO,ewe at any time, by bill bond. note, con-
tract or otherwise, over s4,5OO 600, and that
amount Of Indebtedness exists already.
Third. Because BY its charter the Presi-
dent and Board OF Directors are only author
izel 70 declare dividends which shall 10 no
case exceed the amount Of the net profits
actually acquired by the corporation, so that
he capital stock shall not be impair d.
The bill further states that the capital
stock OF the Ocean Steamship Company is
| the sole and separate property of the Cen
trail Railroad and Banking Company, and
| the stockholders Of the Southwestern Rail
| road have no interest in said interest certih
cate
A copy OF the certificate OF interest, which
could not be obtained before, will be found
10 this bill, which, in consideration Of the
interest felt and the important points OF law
| and equity involved, we present in full:
". ". Gordon ct al. compliments. and the
Ocean Steamship Company. of Savannah ct
al. defendants In Chatham Superior Court,
June Term, 1882 Amendment Bill for in
| junction aud relief.
"A
and supplement TO their said original BILL here
| 20 attach copy of the said certificate, which
/ was signed by the said +. 9. Anderson, "a
| President Of the said Ocean Steamship Com
| many of Savannah" who was elected to sue
| ceed the said illiam VI. Wadley Immediately
after his refusal to sign said certificate and his
| resignation aforesaid. which said copy is
| leave 10 refer thereto as often as may be ne
| cessary.
And your orators aver that the said certiA-
81 Axr4 1a cafI n ArAa
President. aud attested by I. NJ. Cunningham,
| secretary. of said Ocean Steamship Company
after the said letter marked Exhibit D" had
| heen delivered TO the said William NJ.
| Wa5ley. who at the time he received
| said letter was the President of said
| Steamship Company, and that there
| after an attempt was made 10 deliver the same
| to the Central Railroad and Banking Company
| Of Georgia, regardless OF the rights of your
/ orators and in direct opposition to. and in
| refusal Of their reasonable request. as contain
| ed in the said Exhibit B
| Your orators. further complaining. say that
| since the election Of directors of the Central
/ RailrO and Banking Company Of Georgia, Oh
/ the first Monday Of January, 1887, certain
/ rumOrs ere generally and publicly circulat-
| ing to the effect that in furtherance OF some
new policy to be developed by E Porter Alex
| ander one of the newly elected directors, Ger
/ tain dividends would be declared by the said
4 Ocean Steamship Company of Savannah and
1 disposed Of ana distributed 10 the stockholders
| OF the said Central Railroad and Ranking Com
| Dany of Georgia; but your orators were not in
/ formed as 20 what that policy would be. and
/ they did not believe that any suOh Illegal and
| damaging action, as hereiDbefOre described
| sTOuld be taken, or attempted o be taken, by
| the SAID defendants. or either OF them. until on
| or about the fourth day of F-bruary
| 1882, when they ascertained that c iidcates
a copy Of which is attached to sal original
/ bill had been prepared by and were . she pos
| session OF some of the directors Of said Rsil-
road and Banking Con Pan-. 10 which the seid
| policy was substantially formulated, and
] when, Oh said fourth dHy Of February there
/ appeared. addressed to the editors Of the Iele
1 graph aud Ness ngST, IN the columns or sal
| paper. a daily gaze t., published III the city OF
| Macon. an open letter written bv ths said T. r
| Alexander. indicating and supporting the said
| policy: and when. at the same ume your ora
| tors were informed that it was the intention or
| a mel 1rity o. the said directors of the Central
| Railroad and Banking Company to elect, On the
! 9TH day OF February, 1882, from their own mum
| Der fiye directors for rh= said Ocfan Steamship
| Company. 10 serge Tor the ensuing year, who
| we're in favor of said policy 1nflcased as Gfore
| SSH. and who would. IS con as elected Issue
| or attempt to issHe such or similar ceTtih atsS
! as afores eld. to the said Cen rai Railroad add
| Banking Company, with power 20 transfer the
| same, in mulrpies or So on the books OF said
steamship Company TO ena6le'the said Rail
| road and Barking Company 20 dispose OF the
! same as heretofore charged.
/ and YOUR orators further aver that. as soon
| as they were satisfied the said Illegal sction
| would BE- taken by the said DIRE tors OF the
| said Central Railroad and Ranking Company Of
| Georgia ana by the directors of the iii Ocean
| Steamship Company or SaYann y, they at
| once on the sld fourth day or February. 1882
| addressed q communication TO the President
| and dirsctOrs Of the said Central Railroad aud
| saukirg C5mu6nY f Georgia (whO We're the
| managing body Of aid corporation aud the
| repres sntatiyrs OF ali tbs stoaL o. the SAID
| Ocean 81 amship Company Of savannah ard
! the trustees OF your orators 10 manage the
! same according 10 the terms O. the charter OF
! fh- said Ocean Steamship Company and tie
charter # the said C-ntrai Railroad aud Rank
/ ing COmuauyl. asking the SAID President and
directors 10 protest against the said proposed
i-Sue OF certificates, ind ln terms 70 eXO' eSsly
forbid it. and if Necessary 10 ME bill 10 enilin
| tia copy Of which said letter i hereto a.
| tached. marked 'ExhiDi, H." TO which your
| orators pray leave To refer as usual
! and yCur orators aver that. on he sixth day
/ Of February thereafter the said resident and
| Board Of Dir c-CTs CT the seid NEEtrsi hail
| road and Banking Company met end to K int
] consideration the subject matter OF said letter
arr ~ = formal reSO ution declined 10 take the
| action requested AZ aaiG iest-r. fo-y or which
said resO ut!0n and the letter or the SAID iTes-
| dent, forSar1irg the same to our orators Is
/ hereto attache. = Exhblf !" t. which your
orators pray leave to refer as us1 :.
| And your orators aver thai. under the char
/ ter of the said Central Railroad a d Banking
/ Company a meeting Of the shareholders OF the
/ said rpora ion could b. called il the manner
| fixed by the charter onlv. which prescribes
| that "a number of stockholders, not less than
| thirty, who. together, shall be prOprietOrs Of
| one thousand shares or more shall have power
at any time to call meeting Of stockholders,
| for purposes relative to the institution giving
i at least thirty days notice. Ia one or more of
/ the gaZettes OF Savanhsh, specifying in such
/ notice the object of such meeting" that your
| orators were informed and believed that said
/ threatened action would he taken on the said
/ 7th day of February, 1882 or as soon thereafter
possible; that the said sharehol fers were very
/ numerous ard scattered. and that under the
| said charter it was impossible 70 assemble them
/ for the purpose OF stopping the said illegal &C
| tiOn about TO be taken aforesaid.
| And your orators aver that thew have made
| earnestly and faithfully every effort to induce
/ remedial action by the said corporations en1
/ their directors in the premises: but that all
| their requests have been refused and their eff
| forts have failed and in spite of and in oppO-
| stion to their protests and requests aforesaid
| the said certificate. copy Of which marked
Exhibit F, mas been executed by the President
| aud Secretary of the said Ocean Steamship
| Company under and by virtue OF a resolution
/ OF the board Of directors. and that attempt
| has been - ade to deliver the same TO the
/ Central Railroad and Banking Company by
/ leaving it with T. NJ Cunningham, who is
| the Secretary Of roth of said corporations and
| the custody ard possession thereof when the
| restraining order here, ofore granted in this
cause was allowed
| And your orators aver that the SAID President
| and Board of Directors Of the Sad Central
| Railroad and Backing Company had actual
notice OF the granting Of the said restraining
order. and OF the terms thereof, prior to tn,
/ meeting Of the said board on the eighth day OF
| February, 1882 and that the possession by the
| SAID T. Il Cunningham OF the said interest
| certificate" as aforesaid, was not and never be.
| came the possession of the said Central Rail-
road and Banking Company ca OF its board of
| directors.