The news & observer. [volume] (Raleigh, N.C.) 1894-current, 1904-03-27


ISSUED i'm his name, in order to constitute
hin, the owner and to enable him tC
bring this suit and after examining the
authorities Clark on Corporations and
Cook on Corporations and also 1872 n. G..
we came to the conclusion that he was
Inv the transfer and delivery to HIM OF
the stock properly endorsed-that he be
Jeanne the owner And we found that in
ICcok on Corporations it was laid down
! that it was not even necessary that the
name of the transferee should be writ
| ten in the certificate, but that upon
IFS endorsement in blank and delivery
! IN him he was the owner. See Ravens
Vs. Bank 1872 n. c., 21f; Clark ON Cor
porations. secs. 159, 100, 161; Cook on
! Corporations secs. 35 and $50. From the
| examination of the authorities We came
| to the conclusion that the only necessity
for having the stock transferred upon the
| books of the company and certificate
issued to the purchaser would be to en-
ALL him to vote at a stockholders meet
ing CT to collect dividends.
The next paragraph in the complaint
the foruth paragraph, Is as TO the yeal
when the company was organized, and as
to the amount of the capital stock, and
that the State of North Carolina was
the owner OF 1866 shares and the pri-
Xata stockholders of 5,534 shares That
information we obtained from the char-
ter and from the examination OF the
printed report of the company Tor the
year 1903.
The fifth allegation is in regard to
the amendment to section 40 quoted,
showing the scaling of the voting. That
we got from the printed laws OF the
State.
The next section is as to the num-
be. of votes that the State OF North
Car DINA is entitled to That we got from
the charter, and as to the number OF the
votes that it was 800. 1t should been
$50. as it was increased by subsequent
amendments and additional subscriptions
to stock by the State. We got from the
printed report of the same year, 1903,
tne number votes that the stockholders
were entitled to cast as us votes.
The seventh paragraph, that the stock
holders other than the State Were IN
duced to subscribe to and pay Tor their
stock in the capital stock OF .ne detend-
ant company, upon faith of the protection
held out and afforded TO them by the
scale of voting"
We had no evidence except the pre-
sumption that the stakeholder subscribed
under that protection as they naturally
would have done.
The eighth section quotes section tour
of the acts of 1854 and 1855, to the effect
that the State shall at general meetings
of the stockholders be represented by
an agent or proxy appointed by the Gov
ernor That we construed to mean That
il was the duty of the State under TINS
law to b. represented at meetings. Ihat
was the opinion that we formed at the
time and under which this portion OF
the bill of complaint was drafted. rms
section also contains the section oil the
charter which authorized the company
to lease this road, the 18th section OF
the charter.
! The ninth section in regard to the man
| agement of the defendant cofporatloh
since 1866 and it's failure to declare a dlV-
idend, ETC., was gathered from the reports
| of the company. We had nearly all the
| reports of the company for great many
! years back The statement in the bill oil
complaint that the present physical con
dition of the railroad, road bed, rolhng
stock and equipment cars and locomotives
of sufficient size and capacity to do the
business of railroad cannot be moved
over the same, with safety to lie ana
property, we got from the report OF the
president, Mr.. James A. Bryan, to the
stockholders meeting which was held Oh
September 24th 1908, and the quotations
which appeared in this section from that
report were taken from that printed copy
I hold in my hand a copy OF the proceed
ings of the 10th meeting OF the stock
holders, held Thursday, September Z4th,
1903. from which the extracts were made.
We suppose that we had the right to as
sumo that this report was true, coming
from the president of the company and
addressed to the stockholders OF the COM
pany, in general meeting assembled.
The tenth paragraph of the complaint
in regard to the effort to negotiate lease
Of the property on the part OF the stock
holders we got from Capt. McBee, and
alsJ from the public prints.
It was a matter of common notoriety
that there had been several propositions
to lease the road made to the Governor.
The eleventh paragraph of the complaint.
that several propositions of lease had
been formulated and submitted to the
Governor we get in the same way.
The twelfth paragraph, THAT Mr.. Finch
is informed and believes, and so alleges,
that the stockholders other han the State
of North Carolina are almost unanimous
in their desire that some one OF these
propositions should be accepted we got
from several sources. The proceedings OF
the stockholders meetings held on Septem-
Der 24th 1903, set forth this resolution:
BE it resolved by the private stock
holders in annual meeting assembled, that
it is the sense of the stockholders, hold
ing and controlling the private stock of
the Atlantic and North Carolina Railroad
that it is to the best interests of the road.
the State, and the private stockholders
hat he said road be leased
Resolved further, That when this meet
ing adjourns it adjourns to meet on
Thursday, December 10th, 1903. at New
Bern, to further consider the above repre-
sentations in conjunction with the repre-.
sentatives Of the States interest in said
road"
That resolution was offered by Mr..
Dempsy Wood and was adopted by a
stock vote of So to 1872. We were inform
ed by McBee that the Governor had stated
RI lin, that the ,riyatp stock holders wara