The farmer and mechanic. [volume] (Raleigh, N.C.) 18??-19??, 1900-04-03

huv the stock and the purchase "as fn''ne
under the direction. and with the ccnsen',
OF it's directors or managing oIHcers' tnat
the American Tobacco Compaly Is tne
eonitahle owner of the stock AM the real
rartv in interest in this suit, and that
This suit was instituted and is prosecuted
and maintained for, on behalf Of. and at
the behest Of, said American Tobacco
Company"
2. That under it's charter, the American
Tobacco Company has no power to pur-
chase or hold the stock of cny other cor
| poration and that it's "pur ,hase Of the
stock of Blackwelrs Tooacco Company.
| and the transfer and assignment thereof
to its officers, directors and employees. lG
ultra wires, and is an evasion and viola
ton of it's charter; and further that all
the cOmplainants except j. Is. conn ara
w. w. Fuller are officers of Black"eila
Durham Tobacco Company; that under
a bylaw of said Blackwell's Durham To-
bacco Company no person is eligible TO
| any office Of said corporation except he be
4 stakeholder therein, and in order that
| the said American Tobacco Company
might acquire and have control, manage
ment, official directory, and business OF
said Blackwell's Durham Tobacco Com
pany, as it has lone since the date of the
PURCHASE u III LIZ ooAU ~ 49,
about March or February, 1899, the said
American Tobacco Company, not having
the power under it's charter to act as a
director or officer Of any other corpora
ton, it was necessary that II should
transfer or assign a sufficient number
Of shares CT the stock to the complain
ants for the purposes aforesaid.
III. Admits that the defendant owns
one share CT stock in the Blackwell Com
pany, but has no further personal knowl-
J edge as to the holdings of other stOckhold-
| ers, never having had the opportunity to
examine the stock book.
". That the American Tobacco Com
pany is not a party by name and in its
corporate capacity to this suit. and no
valid and binding bid, offer or proposal to
buy the property OF the Blackwell Durham
Tobacco Company has been made by the
American Tobacco Company, of which
your Honorable court can take notice.
that the statements made by the com
plainants, though officers of the Ameri-
can Tobacco Company, as to the price the
American Tobacco Company will give fOI
the property OF the Blackwell Company
are not binding upon American Tobacco
Company i'll its corporate ca
pacity: that 1.-The American Tobacco Com
pany is a solvent corporation and defend
ant believes that it paid a very much
larger price than the proposed alleged
offer Of s., SOC. 600 for the 50 per cent o.
the capital stock OF Blackwell's Durham
Tobacco Company when the same was
purchased. to-wit: about the sum of SC,
cOO, OCO.'
V. That "the compliments cannot, a:
the legal holders of q majority OF the cap
ital stock, authorize and direct a convey
- ~l -~1 ~ ~ A,@ tho n
the Blackwell Company, nor would sucl
a sale be valid in law or in equity; tina
not only are the compliments officer
and employees of the American Tobacco
Company, but they, with the exception O
Fuller and Arents, constitute all the Oft
GERS of BlackwelIs Durha Tobacco
Company, to-wit: p. S. Hill. presiden
/ and director; e. 3. Sperry, vice-presiden
and director; w. r. Harris, secretary
treasurer and director; J. B. Cobb, J. T
Duke and J. T. Wilcox, directors. Tha
B~lackwelis Durham Tobacco Company Il
a solvent going business corporation, an
, is engaged in the business contemplate
1 and authorized by it's charter; that it ha
not forfeited it's charter; and if it ha
; committed such acts as would under tn
| law of the State of North Carolina Wor
. a forfeiture of it's charter, only the soy
+. oFo1Sn SLdlo Oh tSOElu SdIOllud u Gil
i force the same, or take advantage there
S OF in the name pointed out in its laws
that the charter of said corporation hs
not expired by limitation of time, an
+ no time for it's existence being named
it's charter, it's existence as o corporate
would continue for sixty years from tt
time Of it's incorporation under the pr
visions Of the general laws of the Sta
OF North Carolina provided in The Cod
t unless sooner dissolved for one or more
n the causes OF dissolution set forth in IL
t general laws Of the State, or unless i
II charter should be repealed by the Gener
e Assembly of North Carolina in exerci.
Y Of the power conferred under Article vi
y Section 1 of the Constitution Of the State
e Here the section of the Constitute
IL and the provisions of the laws of II
q State III regard to the formation and di
Z solution of corporations are quoted,
are also decisions CT the Supreme cou
of North Carolina constituting the law.]
: THAT the said Blackwell's Durham T
= bacco Company being a solvent goil
: corporation, whose charter has not y
expired nor been forfeited by any Of Il
causes Of forfeiture set forth in the stat
/; tory provisions Of the general laws of Il
-, State of North Carolina, nor declared 70
lSiIou DIT tIC llSlduCc Vi III " Ii -
torney General Of the State in the mann
. provided in the general laws, the on
power to dissolve the said Blackwell
r Durham Tobacco Company as a cCrpor
= ton and to sell its property and wind
= its business affairs is the constitution
power vested in the General Assembly
= North Carolina, to repeal the charter a
:. thereb dissolve the corporation, viii
: vested power this defendant cOntemplat
= INVOKING at the next adjourned session
:, the General Assembly when he publish
the notice (and his proposed repeali
bilD as required and authorized by law
= o newspaper The News and Observe
t which said notice and proposed bill we
~ published prior to the commencement
- this suit That no meeting of t
. stockholders of the Blackwell Compa
= has been called or held Cor if SO the {
~ PENDANT stakeholder has received no L
~ tice thereof, nor has any resolution be
- offered looking to such sale, but Il
- defendant says to your Honorable COZ
that no would if offered the ODDOrtuni