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

provements annually; or they are az
pointed or removed by the board for
cause. for the act would hardly be- CON
strued to authorize the board to remove
a director except for cause unless the
authority were express to do so.
''rhe Legislature of North Carolina of
1897, chapter 122, passed an act in which
it is provided that the Governor and
Board of Internal Improvements may re-
move the proxy or State directors for
cause.
1T will be noted that no cause is al
legged or shown by the new Board al
Internal improvements for the removal
of the States proxy or directors. 1t is
true that the act of March 6, 1890,
strikes out the Governor and leaves it
to the board. But this act was passed
after the acts of removal had been at
tempted in February, 1899, and there
fore it can not affect our case.
$50 that the law was in February.
1899, that the Governor and the Board
of Internal improvements might remove
for cause in this case the new board
attempted to act before its term had be
gun. and the Governor did not act with
them at all.
I'VE submit, therefore. that in 10
view did the new Board of Internal I'm
provements have the right to remove
the defendants from office in February,
1899"
''The Governor is ex officio president
of the Board of Internal Improvements
and now they are trying to reorganiZe
the whole thing and turn him out in the
middle of the term of his office They
can't do If. If he can hold two Offices %,
the same time he has yet two years T.,
serve.
THE Legislature did not have the pow
er to pass this act, legislating these men
ont of office before their term expired.
The act plainly shows that the object
of its passage was to take the appoint
ing power out of the hands of the Gov
ern0r and vest it in the Board of Intern
al improvements. 1t gives and can give
no power TO take the offices away from
the holders of them a day before their
time expires
Touching the question of the appoint
ment of a States proxy by the Board in
stead of by the Governor. Messrs. Harris
and MacRae argued that IN this re-
spect the charter of the road was amend
ed without consent of the corporation
and the act was therefore uncenstitu-
tional.
The manner of appointing the State S
proxy and States directors are stipula-
tions in the. charter which the company
itself and a private stakeholder complain
are about to be violated They are as
sacred and binding as those as to the
number of votes which the State and
other stockholders may cast.
The private stockholders might not
have been willing to embark in the en-
terprise. with the State owning two
thirds of the stock. unless they Were
protected not only in regard to the ap
pointment Of the agent who should cast
them, but that he should be appointed al
ways ly the Governor, not left to the
caprice of the Legislature or any boarC
to be elected by it.
In such cases the equitable jurisdic
ton obtains.
Mr. Simmons argument in reply t,
these contentious was Il very strong
one. 1t showed thorough preparation
and familiarity with all the authorize,
bearing ON the points at issue
Taking up first the question raised b!
Mr. Harris as to the power of the Leg
islature to in any way change the man
ner in which the State shall appoint it,
own agent on the board of directors, h,
said that this part of the charter was
not contractual, and not being a part OF
the contract the State could change the
method of appointing its proxy lwhenevel
1t pleased.
The interests of the private stock
holders can in no way be affected by
change in the method of appointment
1t is perfectly competent for Il Legisla
ture TO change any part of chartel
that is not contractual"
Mr.. Simmons argued that there wer,
no clements of an officer in the position
of proxy: that he was simply mere
naked agent, and in his appointment the
private stockholders could have nc, inter
est.
in the case of Russell VS.. Tucker
on this same charter, Judge Simonton
held that the State may change the
method of appointing its agent whenever
it sees fit and the private stakeholder
has no right to complain. Now. wheth-
or or not the Legislature of 1897 chang