The news & observer. [volume] (Raleigh, N.C.) 1894-current, 1899-04-23

ed the manner of appointing the Govern
or, it tried to do so. The Legislature of
1890 further changed it so as to put the
appointing power in the hands of the
Board of Internal improvements. And
il it is competent for a Legislature to
change the method Of appointment it has
been done in this last instance. The
new law not only has no saving clause,
Eut it expressly repeats all laws in CON
hict with it.
What equity rights are there for this
injunction that is asked? | submit that
they must first exhaust all remedies they
may have in the corporation. Il this
proxy is not agreeable to the private
stockholders they may exclude him or
refuse 70 sit with them"
Judge Douglass-"I understand the
State owns two-thirds of this road. Does
the proxy vote its full share of stock?'
Mr. Simmons-''He does not. He
never casts more than $50 votes out of
Il total, sometimes, of 1,J00.
AS to the directors the Legislature
simply undertook to increase the num-
| her of the members of the Board of In
| tcrnal Improyements-from two and the
Governor to nine, one from each Con-
| eressional district, and proceeded to elect
| them. There is not even a change of
| the time Of election or an ouSting of
anybody. The only change is III the
the method of cleeting.
The only question then, is had the
| term of the old board expired? 1t is
| admitted that it was, on March Sth,
| 1897, appointed for Il term of two years,
aud that the new board qualified ON
February 9th OF course this renders
| ncffectual anything the new board may
cave done between these dates, if the
term of the old board was really two
| years"
Mr. Simmons argued, however, that
| rhe term of the members of the board
| vas not necessarily two years, or any
| Their fixed time.
THE term is entirely dependent upon
| The time when the Legislature acts in
| appointing Il successor. One Legisla-
| IRE may appoint early in the session
| md the next late in the session. max
| nG as much as two months difference
| in the length of the term.
THE power of appointment is given to
i al
| he time during that session at which
| hey are to be appointed is not fixed. In
| SOL the commissions for the members
| f this board We're dated March 4th;
| a 1893 March 2di in 1895 and 81 March
| 9Th
| When an Office is filled by appoint
| lent and the term is not fixed the term
| egins from the time of appointment
| The next objection of counsel on the 9th
| r side is that they were removed with
| )ut cause and without notice of removal.
| Certainly it is competent for the
| Legislature to provide for the removal
l an officer with or without cause. And
| he right of notice exists only in those
asses in which cause must be shown.
| In such case and in no other are they
| ntitled to notice.
| And then what good would notice
| ave done? What cause could they have
| hown why they shouldn't he removed
| fhe directors may be appointed and re-
| noyal No degree of competence, no de-
| !ree of fidelity would protect them.
| The directors may he appointed and re-
| moved in like manner" says the law.
Mr. Simmons argued at length and
| luotod many authorities to support his
| contention that the power of removal
| vas vested in the board and could he eX-
| ,rcised at will. He contended that the
| directors were not officers. but simply
| he agents of the State acting only for
| he State. This, he said was held by
| Judge Simonton in Russell vs. Tucker.
IF they are not public officers, but
| merely directors. ! hold that all this doe
| trine about notice does not lie. y direc-
.or has no personal right in representing
| l corporation. The only possible right
| can find is that of salary. In this case
| the directors represent one stock-holder
| and but one the State, and the diff
| ,ulties that hedge about the removal Of
an unfaithful private director are not
| here present. Nor is the case analogous
| to the removal of public officers, for they
| are not officers.
| ATE. NEWS