The News-Herald. [volume] (Hillsboro, Highland Co., Ohio) 1886-1973, 1888-08-30

cECTION ooi4. Inc DlreCtOTS bnali DO
liable in their individual capacity to the
stockholders for any damage sustained
by the stockholders by reasoif of the
negligence, mismandgement or uydithf fuiness
in the discharge Of their DUTIES: but
director may cxonerate himself by en-.
tering his protest upon the record against
any act done without his concur.
renee, from which injury Is feared, and
forthwith publishing the same for three
weeks in some newspaper printed and
ofgeneral circulation in the county in
which Is the the principal of the com.
pany.
SEc 1913. All capital stock, bonds,
notes or other securities Of company,
purchased of the company by director
tharoof, either directly or indirectly, for
less than the par value thereof shall be
null and void.
SEC. 1857 prohibits borrowing money
unless upon the written assent Of three
fourths OF the stockholders.
SEC. 3262 provides for an increase OF
stock by vote of majority of stockhold-
ers at a meeting called by majority of
directors, after 80 days notice in paper
and letter addressed TO each stockhotder
,Dhose residence Is known and certificate
Of the fact filed with the Secretary Of
State. ~
SIC. 1894 provides how stock may be
reduced. ,sau
SEC. 1865. For change OF bonds.
SEC. 3268. No corporation shall employ
its stocks, means, assets or other prop
purpose, whatsoever, than to accomp-
lish the legitimate objects OF its creation.
SEC. 326S. Every corporation organ.
lied under the laws of this State shall
make statement annually Of its finan.
cial condition, setting forth It's assets
and liabilities and furnish to each stock
holder true copy OF the same, together
| with list of stockholders thereof and
their place of residence.
SEC. 32S7 ferbids railroad companies
| issuing notes and bonds in sums less
| than one hundred dollars.
Sec. 1915 forbids any director being
appointed to any Office Of profit or trust
in any railroad company.
We publish the above sections without
comment. 1t is known that the @. & NJ.
Railway Company has been sued by
parties claiming to be creditors, and that
these persons claiming to be creditors
expect to make certain other parties
(whom they claim to bo stockholders)
liable to pay their claims, and these per.
sons who are said to be stockholders are
sued along with the company. Many of
the persons sued say that at the request
of the Directors they donated their stock
some time in 1884 to the company, and
that the stock was marked "cancelled."
They claim also that they paid an assess.
ment of ten per cent. to pay debts, and
hold written obligations from the COM
pany, signed by the Directors, releasing
them from all further liability, and claim
that all debts made by the company after
they were induced to give up their stock
and pay the ten per cent. were contract
ed without their knowledge and con-
sent, and ought to be paid by the parties
contracting the debts. So feeling on the
subject paper is on fle at T. A. Walker
4 Co.'s store, it being at prominent
business place, awaiting signatures OF the
parties sued to employ an attorney who
is disinterested to protect the interests
OF the stockholders and see what their
rights are. Persons who read this can
call at Col. Walkers store, corner High
and Main streets, and read the paper
and If it meets their views, sign it, go
that an attorney can be employed who
is disinterested to look up questions and
protect stockholders from paying any
claims they are not legally bound for
and also to look over all the sections Of
the statutes as to how far Directors are
responsible for debts contracted after
they have cancelled tho stock, collected
the ten per cent. and given releases tc
the parties sued against further liability
as we'll as to see the mode and manner
the debts were contracted, 80 that al
may be satisfied and litigation shortened
and i'll feelings allayed, as we'll as oul
future enterprises promoted. Persons
who are sued can call at Walker 4 Co.
store and read the paper and do as they
think best.
BY having as far as possibl the reason
of our failure to have a successful rail
road explained to us, we may learn how
to profit in the future by it in case othel
enterprises are undertaken. The annua
statement of the corporation required tc
be made under Section 8, ,26S, would prob
ably show how matters are. Any stock
holder who has preserved the state
ments furnished him would do favo
by having them printed. People woult
then know how much was subscribed
how much collected, how much gottel
by vote of village of Hillsboro, total cos
of road, cost of repairs, receipts, etc.
bonds out, what become OF bonds, hov
much realized, who got the 10 per cent
assessment, who are now creditors, ant
by what votes and by whom cast ant
who elected directors, etc., what is tn
present condition of road, and last no
least, who will take the road and let tn
people have rest from new complica
tions. As all are in the same boat, it i
better to have a disinterested attorne!
to look up the interest OF all, and that i
what the paper at Col. Walkers stor'
wasprepared for as we understand. Thu
} parties who are sued as stockholders will
not pay another dollar unless the Law
compels them, and do not intend to &C
knowledge a liability In the Galley sui
and TINS havo every other marty wh,