The news & observer. [volume] (Raleigh, N.C.) 1894-current, 1904-02-28

said these facts presented a grave condl-
ton of things, but he declined 10 appoint
"a receiver and said:
But this motion is in effect, to take the
control OF this company out OF the hands
of the majority of its stockholders and
Put it under the control OF the court
and its receiver; this, too, at the Request
OF a person who is in a minority of the
stockholders. The majority entertain
and favor certain method in the man
agcment of the affairs OF the company,
by which a large, and perhaps Uncon-
trolled power is given TO the president.
He things this all wrong. The majority
have confidence and trust-up to this
stage of the case a remarkable degree
of Confidence-in their president. He
has no confidence in him whatever, and
is willing to believe the worst OF him.
The complainant, therefore, invites the
interference of the court 10 remove this
president, and change this, to him, dan
gerous method. He bases his prayer for
the court upon the fact that ne IS a
stOckhoder But so are he others. Each
ond of them has as much light to the
aid Of the court. and to its interference
as he and as the aggregate of them have
larger number of shares than he, this
majority have a paramount claim upon
the court the bill seeks no relief
against the stockholders makes no charge
against them. 1t attaks Mr.. McC9be, and
seeks judgment against him. Ii a re-
ceiver be appointed, this would be in
effect a decree against all the other stock
holders. and against the corporation.
Were it necessary in order to secure
M Mo-, h.. "A
judgment against him that receiver
should be appointed, this would be done
at once. He is a trustee and, as such,
he can and should be made to account at
the instance OF all or any OF his cestius
que trustent.. The inevitable result OF
this bill, assuming that its allegations are
i'll the main correct, is to secure such an
accounting. But this VIII not warrant
the court, at this stage of the proceed
ings against or without the consent OF
the majority of the stockholders in this
solvent corporation to take its property
out of its hands TO assume control of its
management and to wind up its affairs
as ii It were dissolved.
Zone of the results OF membership in
corpora tion-one of the evils, We may
SAYS that the minority are largely I'M
der the control of the majority. So long
as the latter act in good faith and with
in the constitution and bylaws of the
corporation, they can adopt any line OF
policy W hch commends itself to their
judgment, however great may be the hos
tility of the minority to it, or however
deep their conviction that it is destruc
tive of their interests.
If this minority were original stock
holders, they are themselves responsible
tor the powers left with the majority.
If they have acquired the stock after the
organization of the company, they have
voluntarily assumed the risk. In any
event, they are bound to the life OF the
corporation during the term of its char
ter, unless the other stockholders con-
cur 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, and so de-
feat and disappoint the majority of the
and practically put an end
to the existence of the corporation.