The news & observer. [volume] (Raleigh, N.C.) 1894-current, 1897-07-21

of the court, TIE OlftIe Is IeotolSu "
her control in the direction of the al
fairs of the company.
The bill as has been seen is filed by a
nriyate stakeholder. He makes defen-
Idants to the bill, ID. Il. Russell, Govern
or y. r. Walser, Attorney General, the
Board of Internal Improvements OF
North Carolina, a body corporate, and
Robert Hancock, Esq, and seven other
gentlemen who have been appointed d.
rectors in behalf Of the State in this cor
poration, and the railroad corporation
itself. The bill sets out in detail the
original and amended charter of the
company. the two Acts of 1897 above
referred to. charges that they are in ylo-
lation of right and unconstitutional.
That their enforcement destroys the
property rights of the private stock
holders: that the company has been and
is perfectly solvent and that under
the recent adminstra ton was prosper
ous. That now the penalties of the Act
of 1897 are threatened against any stock
holder who resists it's enforcement 1t
charges political motives in the passage
of the Act, especially on the part of
Mr.. Hancock. The bill concludes with
|
LIST. That the said Governor and any
person or persons designated by him
| for the purpose of instituting proceed
| ings under section Ill of the Act of
| 1897, be restrained from suing for the
possession of the said railroad or for
the appointment of a receiver to manage
| and continue the same under the pro-
| visions of said section.
| That the said Governor be restrained
| from appointing the State proxy as au-
| thorized by the Act of 1897, ratified
25th February 1897, without the concur
renee of the Board of Internal Improve
ments as the charter requires, and that
| the said defendants the said Directors
and Governor be restrained from seek
| ing to inforce the provisions of said
Act ratified 25th February, 1897, in any
meeting for whatever purpose it may
be called. That the said Act of 1897,
be declared unconstitutional and void.
The bill ends with a prayer for gen.
eral relief.
An amendment of the bill states that
the private stockholders are enjoined
from holding any meeting of the COM
pany.
for that purpose have shown cause by
answer, why the prayer Of the bill be
not granted.
1t appears from this return that at
the time of the passage the Acts OF
1897, there was q Board of Directors,
President and State proxy for the
Atlantic and North Carolina Railroad
company. That after the passage
of that Act, this Board of Directors as
we'll as the proxy were removed and
Mr.. Hancock and his Board of Directors
was appointed, that the old Board ac-
uuisced and surrendered and that when
this bill was filed the new board was in
actual and peaceable possession. The
reasons given for the removal of the old
Board and of the proxy were these:
The private stockholders anticipating
some change in the States representa-
ton in the company, had been splitting
up the shares and putting them in var
ious names, thus taking advantage Of the
result Of the scaling provisions Of the
charter, which gave greater voting pow
er to the small shares. To aid in ac-
oomplishing the result sought, increase
Of power in private stockholders, the
provision Of the by law which required
the presence Of the State proxy in form
| ing a quorum at meetings was repeal
ed. A large proportion of the power
of the President was taken away, and
vested in a finance committee Of the
board. The answer also charges mis-
conduct in other respects on the part OF
the old board justifying its removal.
With regard to the policy under which
this railroad company is administered,
| the wisdom or unwisdom of its manage
ment, THE derehction of duty on the
part of any of its officers or employees
this court can have no concern. These
are corporate acts and if done under
regularly constituted authority, must
| be corrected, if correction be needed, by
the corporation itself. Our sole duty is
with the legal points made. With re-
gard to the general purpose of the acts
to restore to the State the control of
and management of the Atlantic and
North Carolina Railroad Company,
am not prepared to say that it is in
conflict with the Constitution of the
United States. The contract in the
charter between the State and the other
stockholders, was that they should put
| in O. certain sum of money, and that
the State should put in a certain other
sum. That on the Board of the Direc-
tors the State should appoint a certain
number, the private stockholders fol
themselves appointing the remainder
that the voting power of the State was
fixed as a certain figure and that the
voting power of each private stakeholder
should be ascertained according to a fix
ed rule. These were mutual covenants
looking to the administration Of the cor
poration and securing in advance the
rights OF subscribers to its stock. They
cannot be changed by one of the parties
cannot be affected by legislation ON the
part of the State, without impairing tht
obligation of the contract But wheI
it comes to the question how each stock
holder should vote, in person or by proxy
This was left to himself. The proxy
could be appointed or removed at pleas
ure. To say that the State whichNca
t only act through a proxy, could not re
, move him, however, incompetent or un
, faithful or diSta stafll1 he might he yyoull