The Pacific commercial advertiser. [volume] (Honolulu, Hawaiian Islands) 1885-1921, 1890-11-06

| tue section was framed 10 provide
generally for calling special meetings
on the motion of portion Of the
members OF the corporation, in addi-
ton TO the right given TO the Bishop
and his representatives by the by
laws. Ii there was no provision for
calling special meetings the power
would be inherent in a majority of
the trustees; and the enactment in
this charter giving the power to one
third of the corporation is a provision
common in some similar form to cor
porations generally.
There is still another point in
favor of our construction Of this Sec
ton of the charter, which has great
force to our minds; and this is the
construction which the Diocesan
Synod, which is termed by the re-
spondent the Legislative body of the
corporation, has adopted, as it APP
pears to us, in their Instructions to
Trustees" adopted in 1888, which We
find in the proceedings of the first
session of the Third Diocesan Synod
of the Anglican Church in Hawaii.
The instruction " we refer to is as
follows: Whereas, it is laid down in
the charter that no conveyance or
lease of real estate shall be made ex
cept at meeting specially called for
the purpose of celebrating upon the
ACCESSIBILITY of such sale or lease: 1t
be our instructions to the trustees
that such special meeting be called
by the president, and that full
week be allowed to intervene between
the serving of the notice of such
meeting upon all members Of the
board resident in the diocese, and the
day appointed for the holding of
said meeting" This resolution GER
tainly recognizes in the trustees the
power of calling a special meeting
through the president, and requests
them that special meeting be 80
called.
The respondent contends as a
second ground why peremptory
writ should not issue that although
the charter may authorize third of
the corporation to oblige their presi-
dent to call a meeting, it does not
give them the right to oblige him to
call meeting for particular pur-
pose, as in this case.
We have only to say on this point
that regular meetings of corporations
are generally established by tho by
laws, which are sufficient notice to
all concerned of the time of holding
them; the meetings referred to in
the section of the charter under con-
sideration belong to that class Of cor
poration meetings generally known
as special meetings, and it is recog-
nized rule in the law of corporations
that the notice calling special meet
ings shall specify the object OF the
meeting.
The respondent offers further
ground against the issuing of
a peremptory writ which is sub
stantially the reason given by
him why he did not accede to the
request to call special meeting, as
set forth in the complaint and ad-
mitted by him in the answer, i.e.,
"that the purpose for which the
meeting was desired did not fall
within the functions of" the corpor-
alton. He has made an elaborate
and learned argument upon this
point, claiming, among other things.
that the provision Of the charter,
which empowers the corporation to
hold property, and directs that snch
property "shall be faithfully applied
to the purpose and use of establish
ing and maintaining the Church of
the Anglican Communion within the
Kingdom of the Hawaiian Islands
according to the doctrines OF the
Church of England" etc, requires
that the business of the corporation
relating to its property shall be con-
Quoted according to the rules and
principles of the Church of England
relating to such matters of business,
including within the meaning of the
word doctrines" "the entire body
of principles by which the society
is governed, as we'll with regard to
the administration of its temporal
concerns, as to its articles of belief,
its ministry, it's ordinances, or it's
terms of communion" The respond
ent further contends in support Of
this point, that the proposed action
is inconsistent with the regulations
established by the Synod, to which
the trustees are subject.
Happily the law applicable to
the case makes it unnecessary
for us to consider these points.
The decisive question in this con-
| tention is whether this official act of
calling a meeting upon the written
} request of third of the
corporation is or is not a mat
ter of discretion with the presi-
dent of the corporation. We must
find the answer to this question in
the words themselves. at shall be
the duty of the said President to call
a meeting on receiving written re-
quest to do so from one-third of the
whole body" These words are i'm
perative; there are no other words to
soften or modify them. We find nc
enactment of the Synod or rule OF
the Church of England which gives
him such power as would qualify this
enactment of the charter. The case
of Boyd VS.. Phillpots, 4 l.. X. Adm
& Eccl. 297, appears to deny to {
bishop in England the extended
powers claimed by the respondent
We see no room for argument agains
our view on this point. The word