The progressive farmer. [volume] (Winston, N.C.) 1886-1904, 1897-07-06

board of directors meet as q body and
act as q unit. Their action is review.
able by q meeting of stockholders in
which the stock of the State is repre-
scented by a proxy in her behalf, who
sits and votes with the private stock
holders and forms with them one body.
Each director in the one instance sits
as the equal of every other director, by
whomsoever appointed, and each stock
holder acts on equal terms with every
other stakeholder. The State as SOW
ereign does not meet with either body.
When the State entered into this en-
terprise with private persons, she did
not carry into it her functions of SOW
eighty, but stripped herself of them.
Whenever there has bsen waste or
misappliCation OF corporate funds, or
abuse of it's interests by officers or
agents of a corporation, whenever con-
tracts Of q corporation are to be en-
forced, OF claims against it resisted,
the action to rescue its interests must
be in the name Of the corporation. It
is only when the directors Of the cor
poration neglect to refuse to protect it's
interests, or are in collision with the
wrong doors, or are still under their
control, that the stockholders or any
of them can act. (Robinson VS.. Smith,
8 Paige, %; United States vs. Union
Pacific Railroad Company Federal
Cases, 16, 500, Heath VS.. Railroad Co.,
Federal Cases, 6, 306). This rule is alb
solute. 1t was held in the United
States VS.. Union Pacific Railroad Com
pany, just quoted, smrmed in SO q. g.,
$50, that the United States, the sov
eign, could not interfere in such q case,
and that the relief was through the
corporation, or in exceptional cases by
the stakeholder. In the case at bar the
newly appointed board Of directors
made parties at their own request, who
answer for themselves and for the Dr.
poration, do not come within any of
this category of objections and give no
reason for the interpretation of the
stockholders. So far as the respects
the transactions of the corporation, it's
contracts or it's torts, the State exer.
cises no power, enjoys no privilege
with regard to them not derived from
the charter or differing in any way
with the power of privilege enjoyed by
any other stockholder. Toe corpora
ton within its chartered power acts
for and binds its stockholders, the
State equally and to the same extent
as it acts for and binds every private
stockholder. This has been repeatedly
decided by the Supreme Court of the
United States, and is established law.
The SUPREME aE11to1 Norm !
IS4IG51da In Marshall va. the Western
North Carolina Railroad Company, 90
N. O., 322, declares: "When the State
is a stakeholder in a railroad company
il is bound by the provisions of the
charter in the same name IS an indi-
vidual stakeholder on account of its
sovereignty, for by becoming such it
lays down it's character as a sovereign
and places itself on a footing of equal
ity with the individual stockholders ,"
= = The State of North Carolina
having thus laid down her sovereignty !
when she entered into this enterprise
with the private stockholders so far as
respects the transaction of the corpora
ton, exercises no power and enjoys no
privilege in respect to these transac
tions not derived from the charter.
Her interest, therefore, in this contract
which has been assaulted, is not q SOW
.eign interest nor are her functions with
regard to them functions of sovereign
ty. She stands exactly as any other
stockholder would stand. The State
as we'll as they are bound by the char
ter. And If this lease was made bona
fde without fraud Of any kind within
the powers and according to the re-
quirement of the charter, the action of
the corporation will bind every stock
holder. This is the question at issue in
this case, and having assumed jurisdic
ton Of the question, with all proper
parties before it, the decision Of this
court, subject to review by an appellate
court, is final. In this point of view
the Governor Of the State and Attor-
ney General r proper parties to this
case. In them alone is invested the
right to bring suit in the name of the
State and it is alleged that the threats
of suit and of the destruction of this
contract come from one or both of
them. Now as the interests of the
State as stockholders of this corpora.
ton are not sovereign, if these two de