The news & observer. [volume] (Raleigh, N.C.) 1894-current, 1904-05-22
LEFT TO STAND UPON.

which Cuyler asks to have the Allan
/ tic and North Carolina railroad put
| into the hands of receiver. We
have heretofore published the affi-
| davits upon which the application for
the receiver was made-the affidavits
| made first by Finch and afterwards
by Cuyler, which are as much alike as
| two black-eyed peas.
The answer is full and explicit, is
complete at every point and leaves
nothing for your orator" to stand
upon. To every charge of fraud and
mismanagement the answer is speci-
iic. plain and conclusive. There will
be difference of opinion as to some of
the actions of the management, but
the Severest critic of the wood and
pass transactions will not believe
they afford any warrant for throwing
the property into the hands of re-
ceiver.
1t is shown that Mr.. Cuyler voted
himself or by proxy (the same thing)
for every action that he now criticzes
and is therefore as responsible for
them as Mr.. Bryan or any director.
1t is also shown that the authorize
ton of the large proxy committee Ca
thing that ought to be stopped in
stanter) was proposed by large pri-
Vate stakeholder and approved by
Mr.. Cuylers stock. He never object
ed, in person or by proxy, to any ex-
70
and his stock was voted for every
one of them.
Whatever any critic may think of
any or all the charges against the
management there will be no fair
minded man who will say that the
drastic remedy of a receivership is
necessary. This is particularly true
when two facts are taken into con-
sideration
/. That every creditor of the At
lantic and North Carolina Railroad
joins in Directing to a receivership.
2. That nearly every private stock
holder, including the counties of Lee
noir, Craven and Pamlico join the
State in protesting against the APP
pointment of receiver. Nobody
wants a receiver except Cuyler and
the "HIGIIER> UP" crowd.
When the owners of a corporation
and all its creditors unite in protest
ing against the application of a single
stockholder there is no instance where
the courts have refused to listen to
their wishes. There is no reason to
believe that Judge Purnell will grant
the application, now that the matter
has been presented in manner to
cut the ground from under the feet of
your orator"
The law is very plain as to the
rights of private stockholders.
American and English Cyclopaedia,
page 9S4, says:
"While the holder of a single share
of stock is entitled to redress for any
real grievance that he may have Suf-
fered, still, care must be taken that
the majority are not deprived of their
rights by a small number of dis
sentients, and where the complainant
owns but a small proportion of the
entire stock of the corporation, he
will be required to make out a very
clear case in order to entitle himself
to relief
In the case of Ranger VS.. Champion
Cotton Press Company, Judge Simon
ton refused to appoint a receiver in a
case thousand times stronger than
Cuyler's application, and in his opin-
ion. said:
Zone of the results of membership
in a corporation-one of the evils, we
may SAYS that the minority are
largely under the control of the ma
jority. SO long as the latter act in
good faith, and within the conSitu-
ton and bylaws of the corporation,
they can adopt any line of policy
which commends itself to their judS-
ment, however great may be the hos
tilityl of the minority to it. or how
ever deep their conviction that it is
destructive of their interests.
eff this minority were original
stockholders, they are themselves re-
sponsibie for the powers left with the
majority. If they have acquired the
stock after the organization Of the
company, they have voluntarily as
sumed the risk. In any event, they
are bound to the life of the corpora
ton during the term of its charter
unless the other stockholders concur
with them to dissolve it. In no event
therefore, can the court at this stage
of these proceedings, upon the prayer
of a minority, appoint receiver, ana
so defeat and disappoint the majority
of the stockholders and practically put
an end to the existence of the cor
poration."
1t is to be hoped that every citi-
zen of the State will read the answer
printed today. It is not a dry legal
document, filled with technical terms,
but "a plain presentation of the ques-
ton, written in a manner that throws
a flood of light upon all the contro-
vcrsy that has waged around the At
lantic and North Carolina Railroad,
since the Wireless Telegraphy and
Liquid Air and .'HIGHER UP" crowd
determined to grab the property be-
longing to other people.
PUT 1T ON EXHIBITION.