The Indianapolis journal. [volume] (Indianapolis [Ind.]) 1867-1904, 1900-03-25
FEATURES OF THE CHARTER.
Salient Points. Of the Document as
Drawn by n Corporation Lawyer.

PITTSBURG, Pa, March 2.-The officials
of the Carnegie Steel Company were to-
day again closeted with the attorneys IN
terested in the private affairs of the COM
pany, reviewing the details of the consoli-
dation. Absolute and perfect harmony. it
Is said, now prevails. The salient features
of the charter of the new concern. which
was prepared by James B. Dill, follow:
The objects are summed up in the propo-
sition that the purpose of the company is
ito mine, prepare for market and trans
port coal. iron, steel, coke and all the prod
uctS and by-prodUcts." In connection with
these objects the company is given power
TO carry mills. factories and furnaces,
warehouses, shops and all the various
plants which are now used by the combin-
Ing companies. The company has power
10 transport to the market its products over
its own lines by rail and by water. With
a view TO permit the present corporations
TO continue their individual business we'll
Drawn powers are given to the company
TO hold the stock and securities of other
corporations. to guarantee, if necessary,
the m of dividends or interest on
their stocks or bonds. Full power is given
TO do business outside of New Jersey, but
the restrictions of other States must be
complied with, and the permission to go
Into other States is subject 10 the laws of
the localities into which the company
shall go.
The whole amount Of $3.50, 10000 capital
stock has been subscribed and the signers
or the charter are made responsible to the
world for the payment into the company of
sl6o.0O0.OOO in money or its equivalent. The
absence OF differentiating provisions among
the stockholders and all arrangements to
perpetuate any one or more persons in
power are noticeable. The directors are
not classified; they serve for one year and
no more; the election then goes back to the
stockholders each year and a majority of
the stockholders elect the board. There are
no preferred stocks, no restrictions or diff
organizations among the stockholders and
the entire direction of the company is sub
ject to the vote and will of the majority.
The stock has been placed at $1,000 a share
instead of 500 or less. as has been the rule
with other corporations. This was done, it
Is said. TO prevent speculation i'm the stock.
The expressed views of Mr.. Carnegie as
TO the rights of stockholders for informa-
ton have been carried out practically in
the certificate; instead of providing that
the records Of the company shall be in the
hands OF the directors and the stockholders
shall have no access to the them, the char
ter provides that books and other records
of the company shall be open TO the stock
holders.
With regard 10 liens and mortgages. in
stead of putting the whole power in the
hands of the directors or the executive
committee, no mortgage or lien may be Gre
ated upon. the property of the company
without the consent of a majority of the
directors of the whole board, and that il
the mortgage or lien affects the plants of
the company in their entirety or If any
mortgage is to be given which shall cover
the property as a whole. il can only be by
the recommendation OF a majority of the
board of directors. and also by the vote
Of the holders of a majority of the stock.
After this II Is necessary TO obtain the writ
ten consent OF a majority of the stock
holders 10 the document in question.