The news & observer. [volume] (Raleigh, N.C.) 1894-current, 1904-05-22
Cuyler is Faced by
His Own Vote.
CONTINUED from First Page.)

that these were his reasons therefor:
That the Atlantic and North Carolina
railroad passes partly through the
counties of Carteret, Craven, Jones,
Lenoir and Wayne, and that these
counties are largely dependent upon
the facilities furnished by this road
for their development; that While this
road serves the general public, it is a
matter of vital interest to the people
of that section of the State from
Goldsboro to Beaufort; that it was
constructed jointly by the State and
the counties and people along it's line;
that while the charter gives to the
company the power to farm out it's
right of transportation over it's road
vet the stockholders in meeting as
sembled solemnly agreed it should only
be done by the concurrent vote of a
majority of the private stockholders
and the vote of the States proxy.
This agreement is clearly set forth in
bylaw. Of the company, which is in
these words:
That no contract for the assign
ment, sale or transfer, of any corpor-
ate right, franchise or privilege Of
the company shall he made until the
question Of sale or transfer shall have
been submitted to vote of the stock
holders, and such sale or transfer APP
proved by a majority of the private
The Governor is charged by law
with the duty of protecting and look
ing out for the States interest in this
property. as we'll as in the other prop
erty ard rights of the State. When
the time for the adjourned December
meeting arrived, he well knew that the
private stockholders had no PROPOSE
ton for lease pending before them
to be considered. and that he had
none before him. which was SO safe
guarded that he was willing to sub
NIT to them for their approval, and
fer which he was willing for his proxy
TO vote. Under these circumstances
he directed his proxy to inform the
stockholders that he would not ar-
was taken, not out of hostility TO leas-
ing the property, if a proper lease
could be obtained, but because no
such proper lease was then pending
and he deemed a meeting under such
circumstances useless.
That the Governor then had reason
to believe that a proposition contain
ing better terms would soon be Of
fered. and that subsequent events
have fully justified the delay and verb
fled such expectations; that the gov
ernor has since received other and
better propositions, and that he has
now pending before him propositions
in which the sum offered as
rental is largely in excess OF
any that was then pending and
which is satisfactory to him and
which only needs proper security for
the faithful performance of the condi-
ton of the lease. That it was and IS
his purpose, as soon as the parties
making these propositions make the
security for the faithful performance
of the conditions of the lease satistac-
tory to submit these propositions 10
the private stockholders for their con-
sideration, and that this would proba :
bly, have been done by this time but
for this suit.
Sixteenth. That answering the SIX
teenth paragraph, thu defendant says
that it here repeats is answer TO the
preceding paragraph, 50 Tar as IL IS re-
sponsive to the allegations of This
paragraph, and in addition thee 20,
SAYS: That it is not true that IL the
stockholders had met in adjourned
meeting on the 10th of December,
1903, that some action would have
been taken with reference to farming
out it's property as contemplated by
the charter for the reason that the
meeting would have had no PROPOSE
ton of lease before it upon which it
could have acted. Such meeting could
only have resulted in coming together
and adjourning without accomplishing
anything.
And the defendant specifically an
swering the second allegation of this
paragraph says it is not true that the
said conduct of the States proxy wa
without warrant of law and revolu-
tionary and in utter disregard of the
rights of the defendant corporation
+ S complainant. and the other stock
/ ,lderS. Section > of the charter con-
iers upon the stockholders the power
III Nl1n CT n
general meeting assembled, in pursu-
ance of this authority made by the by
law herein before set out and for the
mutual protection of the rights of the
private stockholders and the rights
and interest of the State. Under this
bylaw a lease of the property car
only be made by the consent of the
private stockholders and the State
That was a voluntary engagement en-
tered into by the private stockholders
and the State for the mutual protec-
ton of the rights and interests of each
1t was. therefore no infringement OF
the States proxy to say to them as
there is no proposition for lease
pending to which | can give my as
sent. it is useless to hold the proposed
meeting.
As to One Finch.
Seventeenth. That answering the al
legations contained In the seventeenth
paragraph the defendant says these
are the facts: That day or so before
a former application for the appoint
ment of a receiver of the property of
the company was made, one x. S.
Finch, attended by an attorney, called
at the Executive office for the avowed
purpose of consulting the Governor
about the purchase of some swamp
land. At the close of this interview
Mr. Finch said to the Governor in n
seemingly casual way: What about a
lease of the Atlantic & North Caro-
lima Railroad? If a meeting of the
stockholders should be called for the
purpose of considering lease would
your proxy attend?" To which the
Governor responded: What would be
the use. The road cannot be leased
except by the consent of both the pri-
waite stockholders and the State, and
what is the use of the States proxy
attending the meeting till a PROPOSE
ton is made which is acceptable to
the State" Mr.. Finch's attorney re-
marked that he did not know that
such was the case. 1t is admitted that
i'm an examination before judicial
officer the Governor Of North Carolina