The Pacific commercial advertiser. [volume] (Honolulu, Hawaiian Islands) 1885-1921, 1903-01-14

nounced that said acting board of al
rectors had determined that the meet
ing called for March s, A D. 1902 a
aforesaid, was unnecessary, as the ii
rectors OF said corporation had bee,
elected at the said annual meeting O
January IA, A d. 1902, and for the rea
sons. first, that the proxies rejected a
said annual meeting had not beer
stamped under the local statutes of sal,
Territory of Hawaii, whereas, in trutl
and in fact, and as decided by the Su
preme Court Of said Territory no sucl
stamps were required; Second, that
when ruled out and rejected as afore.
said, which was on the sole ground
herein above stated, no attempt haC
been made to affix and cancel said
stamps; and, third. that the national
banking act did not require a majority
of all the stock to be present or voted
at stockholders meeting nor a major
ity Of said stock to be voted in order to
validate the election of directors. That
after the receipt of the letter aforesaid
committee appointed by and on behalf
of the majority of stockholders, were
informed by Cecil Brown, esquire the
acting president, and w. G. Cooper,
esquire, the acting cashier, of said cor
poration, that the meeting so called and
advertised would not be held on March
/ 8. A. D. 1902; that at o. m. of that
| date the doors of the office of said cor
poration were locked; and that the said
meeting was not held.
Fifth: Because all and singular the
facts aforesaid were brought to the at
tention of the Comptroller of the Cur
J rency and. on May 18th, A. D. 1902. the
Deputy and Acting Comptroller of the
Currency. addressed and mailed let
ter to Cecil Brown, Esquire, acting
president of said corporation as afore-
said, which was actually received by
that gentleman. and which was and
is in the words and figures following,
to wit:
May 18th. 1902.
"Mr Cecil Brown, President First Ma
tional Bank of Hawaii. Honolulu,
H. T.
Sir: Referring to the annual meet
ing of stockholders of the First Ma
tional Bank of Hawaii at Honolulu,
held at it's place of business on Jan.
II. 1902. at which time directors were
claimed to have been elected by vote of
shareholders representing 2,051 shares,
the voting by proxy of shares to the
number of 1922 being rejected by rea-
son of the claim that they were invalid,
not having affixed thereto stamps al
legged to be required under the provi-
sions of Section 91S of the Civil Code
of the Territory, you are respectfully
advised that 1 have been placed in pos
session of a newspaper report of the de-
cision of the Supreme Court of the Ter |
ritory, handed down on April IA, 1902, in
the Dillingham; & Company case, the
syllabus reading as follows:
"A proxy, or written authority, of a
shareholder in a corporation empower
ing another to vote his stock a a desig-
mated meeting. or meetings, of the
stockholders of the corporation is not
power of attorney within the intent
and meaning of Section GAL, c. L., and
is not subject to the stamp duty by
said statute
''All correspondence in the case, in
Guiding the syllabus above cited have
been brought to the attention of the
Solicitor of the Treasury Department.
who holds that in view of the court de-
cision, your action in rejecting the stock
in question was illegal, the number If
shares rejected being greater than the
number voted. in consequence of which
the election of directors at the January
meeting was null and void.
you are therefore advised that it will
be necessary to promptly call another
of shareholders for election of
directors, by giving thirty days no
tice thereof in newspaper published
in Honolulu, as required by Section 5149
of the Revised Statutes.
please bring this matter to the i'm
mediate attention of the board of dt-
rectors and advise me of the date of
notice and time fixed for the election"
Respectfully,
"(Sgd.) VIM. B. RIDGELY,
Acting COr1ntrOller - |
Sixth: Because, in response to the let
ter above quoted, on OF about May oath, ]
A. D. 1902 the said Cecil Brown,
Esquire, acting president as aforesaid, {
answered the said letter, which answer s
Currency and denied the authority in I
he premises of the Comptroller of the 2
Currency, declined to bring the matter /
% the attention of the acting directors g
If said corporation, disregarded the
opinion of the Solicitor of the Treas q
Try, and refused to follow the advice t
n the letter aforesaid of May 18th, A. b
D. 1902. G
Seventh: Because the Comptroller of Il
he Currency. Honorable William B. o
2idgely, in reply to the letter afore- I
aid of May 24th. A. D. 1902. sent C
etter to the said Cecil Brown, Esquire. o
citing president as aforesaid, dated &
une 18th, A. d. 1902. which was duly o
eceived by that gentleman, in the C.
words and figures following, to wit: V
June 16 1902 o.
Mr.. Cecil Brown, President, The First
National Bank of Hawaii, Honolulu, o.
H. I. Il
"Sir: Your letter OF the Path ultimo Il
received in reply to office communica- ID
ION of May 18th relative to the illegal n
% - ~.
'irst National Bank of Hawaii, at the CO
nnuaI meeting Of shareholders held on OF
anuary 14th last. al
Section 5145, L. S. r. S., provides in
O000O0oro090r0GSc0c0O00o0Oc OF
ar
TENTS St