The Pacific commercial advertiser. [volume] (Honolulu, Hawaiian Islands) 1885-1921, 1902-10-06
/ ESTATE
IN COURT.
c. A. Brown Asks
For Injunction
Order.
CANNOT LEAVE
THE TERRITORY
Stockholders Attempt to Gust Him
as Manager by Adoption
OF Bylaws.

The troubles of the John Ii Estate
have been taken into the courts. Fail
ing to secure an amendment to the
charter by which it was sought to GUST
C. A. Brown as manager of the estate,
the remaining stockholders sought to
limit Browns powers by the adoption
of a number of bylaws to the con-
stitution. Saturday morning an injunc-
ton was asked by c. A Brown against
the remaining members of the corpora
ton to prevent them from putting these
bylaws into effect, and claiming that
they were Illegal and void.
The suit which was filed by T, l. Dill
lon, Magoon & Peters and Hatch &
Silliman is entitled C. A. Brown VS..
Alfred w. Carter, Alfred w. Carter
Trustee for Irene Ii Holloway, George Ii
Brown and Francis Hyde Brown; Irene
Ii Holloway, George Ii Brown, an in
FAINT, Francis Hyde Brown, an infant,
and the John Ii Estate, Limited.-Bill
for Injunction.
The petition recites that in the year
1886 plaintiff was married to Irene Ii
one of said defendants, now Irene Ii
Holloway. Two children, also defend
ants, were born of the union. AT the
time of the marriage Irene Ii was pos
sessed of certain property in the island
of Oahu, now held by the Ii Estate, and
that by virtue of the marriage the right
to the custody of the property became
vested in her husband, c. A. Brown.
On the 3rd day of July for the pur-
poses of more conveniently managing
the property, plaintiff and his wife
joined in a deed of trust to Henry
Holmes, conveying the property to the
Ii Estate, Limited, which was organ
lied for the purpose with a capital of
$4,000 divided into 1900 shares. Plain
tiff held 499 shares, Henry Holmes as
trustee for Irene Ii Brown 499 shares,
and for Irene Ii Holloway 499 shares,
]. A. Magoon one share and Henry
Holmes one share. Plaintiff was given
the position of manager and treasurer,
and while he held more than one-fourth
of the shares of the corporation could
not be removed from that position. The
charter further provided that the pow
ers of plaintiff could be limited only by
a three-fourth's vote, and he was en-
powered to collect all money, and have
exclusive control of the property. The
petitioner further says that he could
not be removed as manager and treas
urer without his own consent, and that
said rights were powers in the plaintiff
in recognition of the marital rights in
said property vested in the plaintiff I'M
der and by virtue of the laws of the
Kingdom of Hawaii existing at the time
of the marriage of the plaintiff to said
Irene IL Petitioner further says that
the association is more in the nature of
a limited partnership than of a cor
poration, there being no provision for
election Of officers by majority vote,
and since the organization of the COM
pany there have never been regularly
adopted any bylaws. Plaintiff then
says that he being DESTROYS of leaving
the Territory for the mainland he as a
director with J. A. Magoon called a
meeting of the stockholders for Sep
TENDER 9Th, at II o'clock a. m.
Petitioner further complains THAT in
order to maliciously harass and injure
said Charles A. Brown and for the pur-
pose and with the object of endeavor-
ing to prevent him leaving the Ter
ritory as aforesaid, and depriving him
of rights vested in him under the Ar
ticles of Association, said A. w. Car
ter did cali a meeting of the John Ii
Estate stockholders for ten o'clock Of
the same day. This meeting was for
the purpose of passing bylaws to pre-
vent Brown from leaving the Territory
by permission, to declare the position
of treasurer and manager vacant in
case he remained absent for more than
three weeks and to compel an officer
from office. At this meeting Brown pro-
| tested against the bylaws but took nc
other part in the proceedings, and the
bylaws were adopted, there being no
| second. 1t is alleged that the bylaws
are void being inconsistent with the
Articles of Incorporation in abridging
the powers of the directors and also of
the manager. Following this meeting
the directors, Brown and Magoon,
granted to the former eight weeks
| leave of absence, but said A. W. Car
ter, president, controlling a majority OF
the stock refused to entertain the mo-
ton. Petitioner further says that de-
PENDANTS claim the bylaws to be valid
and existing and will enforce them in
case he leaves the Territory.
| Plaintiff claims the action of defend
ants is causing him great and irrepar-
able loss, and that the bylaws are I'M
lawful, unequal. oppressive and unrea-
sonable. The court is asked for an in
| junction to restrain the stockholders
| defendants from putting the bylaws
in execution and for an order restrain
| ing defendants from acting in conflict
| with the rights, powers and duties OF
| plaintiff. The court IS asked also tC
appoint guardian adIftem for the