The Pacific commercial advertiser. [volume] (Honolulu, Hawaiian Islands) 1885-1921, 1892-07-22

The question before rue i not of I
the character raised in the case /
from Q Piige, nor is there Is yet T.
any evidence which may be con-
strued IL an assent on the part of
the plaintiff corporation to the suit.
am quite satisfied with the law
as found in | Waterman on the law
Of corporations, section l26. "Be-
You'd the powers which usage and
custom and the necessities and con-
venience of business require in the
executive officer Of a corporation,
the president has no more control
over the corporate property and
funds than any other director
"He may, however, without any
special authority from the board of
directors, perform all acts OF an or
binary nature which are incident to
his Office and may bind the corpo-
ration by contracts arising in the
! usual course OF business"
But this presumption in favor of
authority may always be repealed
by evidence.
/ | reState the question. The char
ter of the plaintiff corporation does
not confer the management of the
corporate powers to board of di-
rectors. BY its second bylaw the
/ president "subject to the advice
/ and control of three-fOurths of the
shares represented at any meeting,
shall have the general superintend-
ence of the affairs of the company"
l construe this to mean that all
/ the ordinary business of the corpo.
ration which is within the legiti-
mate scope, object and purposes of
its organization may be done by
the president without showing any
special authority therefor from the
stockholders. But vote of three
fOurths of the shareholders may
compel the president to act in a par
ticular way or veto any contempla-
ted action Of his.
The object OF this corporation as
expressed in it charter is "the car
rying on the cultivation Of sugar
cane and the manufacture of the
same into sugar" The corporation
has the express power to "carry on
the cultivation of sugar cane and
the manufacture Of sugar; to hold
real estate and other property; tC
erect and maintain mills, boiling
houses, railroads and all other ma
chinery and appliances which may
be deemed necessary and to do anC
perform all such other acts as may
be necessary fully to carry into eff
feet said purposes"
, should say that ordinary suits
to enforce contracts for labor to b,
, performed on the plaintiffs cOrpO
5 ration plantation could be instituted
without special authority from tn,
shareholders. In fact any suit lie
, ultimate and necessary to the con
! duct Of the plantation. But t.
bring a suit of the character Of tn
one at bar, involving a large out
lay of money, is not within tn
2 general authority of the presiden
} because it is not within his power
! Of general superintendence of tn
; affairs of the company" He shout,
= have the vote of the shareholder
to authorize it.
@ 1t may be that this decision
a sustained will produce the resul
f that no suit of this character viii
9 be brought, since the acquiescenc
: of the holder of One-half of tn
D stock, which is the defendant COZ
t pOration, cannot be obtained. Thi
: may be so, and it only emphasize
@ the justice of the rule I have lai
9 down that acquiescence on the par
i of the stockholders is essential i
n this important matter. If / shout
i override the plea and allow the az
G ton to proceed, the plaintiff corpC
0 ration would be putting half of il
shareholders to expense and trOubl
= presumably against their consent.
o The holder of the other half {
9 the stock would have his remedy
: equity where the action would |
t upon his own responsibility and :
his Own cost.
/ therefore sustain the plea"