The morning news. [volume] (Savannah, Ga.) 1887-1900, 1900-02-21
HOW SYSTEM WILL BE RUN.
CROOKS ATTORNEY TALKS OF THE
SYNDICATE AGREEMENT.

Claims He Has Seen a Copy of 1t
Since He Filed Mr.. Crooks Suit.
Says the Committee of Seven Is
Given PIenary Powers and Is Re-
sponsibIe to Oneself Perpetuating
and Authorized to Administrate
the Affairs of the Railroads in Any
Way 1t May Deem Best-News of
the Railroads.
A few days ago a suit was instituted
in Baltimore by Mr.. Joseph Crook, mer-
chant of that city, against the projected
consolidation of the Seaboard Air Line,
the Florida Central and Peninsular and
the Georgia and Alabama. Mr. Isaac
Lobe Straus is the plaintiffs attorney,
and he claims that he has seen the new
agreement under which the syndicate in
control of the properties will act. The
attorney says it was since he filed his
clients suit that he saw the agreement
about which he talks, as follows:
1.-The new agreement creates a new
managing committee, composed of seven
gentlemen, and confers upon this COM
mittee powers which are without limita-
ton. The committee is authorized by
the new agreement to do anything in re-
gard to the properties and trusts commit
ted to il that it may conceive of. The
old syndicate agreements-namely, the
Seaboard and the Florida Central and
Peninsular agreements-were specific in
their purposes and explicitly limited the
powers of the syndicate committee created
by them. They provided that the par
ticular work of consolidation should be ac-
complished in three years. The new agree
ment gives the seven managers ten years
in which they may do virtually anything
they please in any way they please.
The following, for example, are some
of the powers delegated to the new man.
aging committee under the new agree
ment 1t is empowered to carry into prac-
teal operation the agreement, including
the plan of organization in it's entirety
or in part, to such extent and in such
manner and with such additions, eXcep-
tons and notifications as the managing
committee shall deem to be for the best
interest of the subscribers or of the
properties finally embraced in the plan of
organization; and also to exclude any
line or system of lines from the new or
ganization
THE committee is given all power and
authority over the money, stocks, bonds,
securities and obligations of the syndi-
cate, with full power to transfer the same
10 their own names as a committee or to
the name of any member thereof, or 9th
er person or persons whom the manag-
ing committee may select; to vote thereon
at any meeting of the stockholders, or
hondholders, or creditors; to use every
such stock. bond, security or obligation
ana all such money as fully and to the
same extent as the owner or holder there
Of; TO give all bonds of indemnity or 9TH
InF IL axrrff II tlala
money and securities held by the deposit
'aIy' and TO do whatever in the judgment
OF the managing committee may be neces-
sdfy 10 promote the purpose of the agree
ment and the interests of the subscribers.
The committee is also empowered to
act by a majority of its members, and
may fill vacancies in and add to its num-
usf' The members are exempted from
PERSONAL responsibility for the execution
o. the plan of the agreement or for the
result of any steps taken or acts done for
me purposes thereof in good faith and no
number shall in any case be liable for
Der
The agreement also provides that the
Wlm'ration of specific powers conferred
W ~ shall not be construed to limit the
s'u'rnl powers intended to be conferred
'"l u is distinctly declared that it is in
"n'ed to confer on the managing com
1"''ee in respect of all money and securi-
u's AZ any time deposited with the de-
FS'ttry or acquired Hereunder, and in
i "ther respects, any and all power
"IlA the committee may deem necessary
eApeoient in or toward promoting the
Aposes of the agreement in any respect
ven though any such power be apparent
oI charater not now contemplated;
'' mat the methods to be adopted shall
'nurely discretionary with the commit
ITO committee Is also authorized to is
locks. bonds aed other certificates on
properties OF the railway companies
""I ''ed under the agreement. They can
W." ne railroads which were originally
'.N4ad to be consolida ted either separate
VIZ umtedly, or in minor consultations:
can divorce any OF them at will from
-,neral system; they can retain them
-'li them or abandon them
t4s syndicate arrangement" Mr..
aus added, lis simply a partnership
udha ging committee under the agree
1n Is the agent Of the partnership COM
OF the subscribers. The subscriber
ne agreement therefore places not only
Investment at the disposition of the
sing committee. but pledges, as in
saelol a partnership. his other property
iertI'.S II could hardly have been the in
avg" OF those who have subscribed to