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

with the management of the de1enu-
ant being entertained there as guests
at the expense of the corporation. Ana
further answering said paragraph,
defendant AYERS that it is not true that
the funds of the defendant have been
paid out in rebates, as alleged.
/ TWenty-Fifth. Answering para
graph 25, the defendant AYERS that the
provisions of the charter in respect 10
the control in directors ana STOCK
holders meetings are contractual ana
| that the State could not change the
same if it so desired; that the power
of control in stockholders meetings
is according to the provisions OF said
| charter, and it was not intended that
the private stockholders should have
| exclusive control of the affairs OF SAID
| corporation; that the failure or the
| States Proxy to attend the meetings
referred to in said bill of complaint
| has been hereinbefore fully answered,
and this defendant says it is not true
that any threat has been made that
! said States Proxy will hereafter fail
to attend any meeting of said stock
| holders; on the contrary, meeting OF
| said stockholders and the attendance
| thereon of the said States Proxy for
| the purpose of considering PROPOSE
! ton of lease is prevented only by the
| injunction granted in this cause, as
| herelnDefore set Iorth
Stock Gone Up.
| Twenty Sixth Answering para
| graph IS, the defendant admits that
a large majority of the private stock
/ holders of the defendant are in favor
of leasing this property, but the de-
| PENDANT AYERS that the allegation that
! the action of the States Proxy has
| prevented a favorable lease and that
| road GanTn1 n N
! being daily operated at great risk to
| the life and property of its stock
| holders and others, and that it's funds
are being diSsipated in ultra wires ven
! lures, are not true. On the contrary,
defendant AYERS that the action Of
! said States Proxy was in the inter-
I est of securing a favorable lease, as
hereinbefore set forth; that the road
| of the defendant is daily increasing in
/ value, as IS evidenced by recent sales
| of its stock; that it is being operated
] from day to day without risk to the
| life or property of its stockholders or
| any other person, no serious accident
| having for many years occurred upon
| said road, and that its funds are be-
| ing expended only within the authori-
| ty of said defendant and for it's bene-
| fit and advantage.
! TWenty-SeVenth. That answering
| the allegations of the tWenty-SeVenth
| paragraph, this defendant says that
| the same are not true. That the
value Of the stock of the private stock
] holders, under the present manage
/ ment Of said road has largely increas-
| ed, and that if q lease shall be made,
as hereinbefore set forth in this an
swer, it will result in an additional in
! crease in the value of the stock OF
all the stockholders including the
stock held by the complainant.
And the defendant further answer
ing this paragraph, says that it is not
true that the only relief complainant
| has is in his application to this court
! for the appointment of a receiver
| That the stock of this complainant
was voted for the four directors who
now represent the private stockhold-
| ers, and that these directors voted for
the very thing of which this COM
Ipainant now complains in his
bill. That the complainant has
never lodged any complaint
whatever with the Board of Di-
rectors or with any member thereof.
That the stockholders meet regularly
as provided in the bylaws of the COM
| pany, and that the stock of this COM
plainant is always represented in said
meeting. That he has not offered the
slightest complaint or objection at
either a stockholders or n directors
| z.
| of which he is now complaining. On
the contrary. it is positively averred
that his stock has been represented in
all stockholders meetings since Sep
! TENDER, 1893, and has been voted to
uphold and sustain the present admin
istration of the affairs of the compa-
ny in all things that ii has done. and
that the complainant ought now to
be estOpped in equity and good con-
| soil fn ma nj n in
| Twenty-e eighth: Answering the alle-
cations of paragraph %, the defend
ant says that the same are not true.
Thirteth. That answering the allie
cations contained in the thiTtieth para
graph, defendant says that it is not
true as alleged that the stockholders
have made every effort to secure ac-
ton on the part of the managing di-
rectOrs. That there are no managing
directors as distinguished from the
other members of the board, but all
are on the same equality and have
the same power. That it is not true
that the Board of Directors are hostile
to the complainant, but it is true that
all Of them, including the four direC-
tors for which his stock was voted,
| are opposed to the purpose of his bill,
if that purpose be to put this valuable
property in the hands of a receiver.
That the defendant is advised and be.
lieves that the creditors and the pri-
waite stockholders except the COM
plainant and few others holding a
small part of the private stock, are a
unit against such purpose. That the
complainant has never intimated a
desire to the States proxy or TO the
Governor to be heard on any qUes-
ton. That it is not true that the
stockholders have made an effort to
secure action and have failed. That it
is not true that the states Proxy has
Wilfully absented himself from a
stockholders meeting except in the
| single. instance which has been here
| tofore fully explained, That it is not
true that the States Proxy, under the
advice of the Governor, would refuse
to attend any meeting Of the stock
holders which may be called. On the
contrary, it is alleged that at no time
would the governor sanction a re-
fusal of the States Proxy to attend a
meeting of the stockholders for the
purpose of hearing and considering
any complaint which the complainant
of any other stakeholder might make
| as to the management of this comDa-
nv If further aVprrad that 20 >,