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

: that; The affairs OF each association
: shall be managed by not less than I'VE
directors, who shall be elected by the
= shareholders at meeting 20 be held at
any time before the association is an
thorized by the Comptroller OF the Cur
= rency 10 commence the business Of
banking and afterward at meetings to
l be held on such day in January OF each
year as is specified therefor in the ar
/ tcles of association. -
:. Section 5144. U. S. r. S. provides
that: In all elections Of directors. and
! in deciding all questions at meetings
! of shareholders, each shareholder shall
be entitled to one vote on each share
of stock held by him. Shareholders
may vote by proxies duly authorized in
\ writing; . I"
! The action of the board of refusing
to permit 1920 shares represented by
proxies, TO be voted at the annual meet
ing referred TO. for the reasons stated
in office letter of May 18th was illegal
and this opinion is concurred in by the
Solicitor of the Treasury
Your statement is noted that you
do not acknowledge the authority OF
the Comptroller OF the Currency to de-
eide a question OF this character or to
direct that a new election be held, and
decline to bring the matter to the at
tention of the board OF directors of the
Association as instructed in Office let
ter of May 18th.
1T is true that the Comptroller of
the Currency has no power to compel
another election, nor did he assume to
exercise such a prerogative in his let
ter of May 18th which was intended to
be suggestive only as to the proper
course to be pursued under the circum-
stances, and not as order or demand
as interpreted by you, as it was assum-
ed by this Office that due respect for
the law would make it necessary only
to call the attention of the officers OF
the bank TO the requirements OF the
statute to promptly secure it's observ-
ance. Your refusal, however. to COM
ply with the instructions contained in
said letter is regarded as a deliberate
violation of Section 5144. u. s. r. s.,
above quoted. remedy OF which is
provided by Section $3.50. u. S. r. S.,
which authorizes the Comptroller of the
Currency to bring suit to forfeit the
charter of the association, but as the
rights of the stockholders only and not
of the creditors of the association are
affected by your action. and as the for
mer have their remedy in a court of
competent jurisdiction due regard for
the interests OF the latter deters the
a measure at this time. because of the
probable disastrous effect upon the
bank.
THE representatives of the share
holders, however, who were denied the
right to vote their stock at the annual
meeting have been informed of your
attitude in the matter and advised as
to their proper course to secure re-
dress, and a letter has been addressed
ton calling attention to this and pre-
vious communications addressed to you
relative to the question at issue.
Respectfully,
Signed. VIM. B. RIDGELY.
Comptroller
Eighth: Because the effect of the
foregoing facts and correspondence has
been and is to place the acting direc-
tors and officers of the said corpora
ton in the attitude of having deliber-
ately violated the laws of the United
States. and the Articles of Association
and Bylaws of this said corporation,
and of having ignored and disregarded
the advice and instructions of the
Comptroller of the Currency.
Ninth: Because, since January 18th.
A. D. 1902, and down to the present
time, the acting directors and officers
Of the said corporation have managed
and controlled the business assets, and
of the said corporation with
0ut reference to and in violation of
The rights and interests of stockhold-
rs holding and representing 1922 shares
IF the capital stock of said corpora
ion, without warrant of law, under no
yalid election in derogation of the APP
olicable statutes of the United States.
md in contempt of the Comptroller of
81 III ~
powers under the said statutes.
Tenth: Because. by a recent purchase
# 500 shares of the capital stock of
aid corporation, the acting directors
md officers of said corporation now
lold and control a majority over the
.292 shares aforesaid, which are there
" converted into a minority thereof.
nd, therefore. the action aforesaid and
he holding of said meeting on this
ate, and the proposed election of direc-
ors, under the facts and each of them,
erein above recapitulated. are in dero-
alton and violation of the rights and
interests of said 1892 shares, and the
wners and holders thereof, whose at
itude has always been, and now is,
Onsistent with every principle and rule
law applicable to the situation, with
ne Federal statutes, with the Articles
( Association and Bylaws of said
)rporation. and with the rulings, adj
ice and instructions of the Comptroller
the Currency.
And this protestant. for himself, and
4 behalf of the other stockholders in
lie said corporation hereinabove re-
erred to, in addition to his specific
rotests aforesaid, objects to the entire
and control of the busi-
ess, assets and property OF the said
by the acting directors and
ficers thereof as aforesaid. as Illegal.
'bitrary and opposed TO the rights and
terests of himself and those who CO.
,erate with him, namely the owners
ID holders of 1922 shares of the capital
ock of said corporation.
Dated Honolulu, II. T., January 18th,
d. 1903.