The Hawaiian star. [volume] (Honolulu [Oahu]) 1893-1912, 1905-07-10
THE DIRECTORS.

7 !
/ i'm respect to the absolute ownership
of the number of shares each, to make
up board of fifty-two persons. 1t
appears that almost from the begin
ming shares were transferred to a large
number of gentlemen for the purpose
of qualifying them to act as directors
! i'm order that the board should consist
of ffty-two persons as required by the
charter.
1t also appears that of the present
/ board forty persons have had shares
transferred to them for the purpose
/ of enabling them to act as directors
| the real ownership of the shares re-
naming in the trustees of the estate
| of Henry b. Hyde, deceased or others,
| OF these forty persons, Twenty-Five
were thus qualified during the lifetime
/ of Henry b. Hyde. Some of them
have served under such qualification
| for more than thirty-three years. OF
the remaining number eighteen were
nominated by the trustees of the stock
of the late Henry b. Hyde and quail
fled by the latter, transferring to each
of the former not less than five shares
of stock, the real ownership of which
remains in said trustees.
Whether of not this method of
qualifying directors satisfies the re-
quirements of the law the committee
does not undertake to decide. There
seems to be authority indicating that
it does. There seems to be authority
indicating that it does not. How
ever this may be, there can be no
doubt that the directors of the society,
qualified as indicated, are as much
responsible for the proper administra-
ton of the affairs as though there were
no question as to the title of their
shares.
An inspection of the society's books
discloses that at this time there are
not more than twenty-five male per-
sons qualified to be directors by reason
of the absolute ownership of five shares
of stock.
1t is the opinion of the committee
that such change should be made in
the charter of the society as will en-
able it to secure a board of directors as
to whose title to their office no ques-
ton can be made.
C-NCl lo-No E<NEILOloE-D u he
BOARD OF DIRECTORS AS DIS
CLOSED BY THEIR MINUTES.
The minutes of the board of di-
rectors have been read through com
mencing with the minutes of the meet
ing held October 27, 1897, and coming
down to those of the meeting imme-
diately preceding the annual meeting
held in February, 1905.
The proceedings of these meetings
are purely formal. They consist of
the election of officers and committee;
the declaring of dividends ON capital
stock; the reading of eulog,es on de-
ceased directors and the election of
other men to fill the vacancies so
caused.
The directors have also at various
times, made amendments to the by
laws all of which amendments are in
corporated i'm the printed copy of the
bylaws now in use. At each annual
meeting the directors ratify and APP
prove the acts Of all committees and
officers. AT each quarterly as well as
annual, meeting the president sub
mits a report which is declared adopt
ed.
The minutes taken together indicate
very clearly that exercise of power by
the board is purely formal; and that
the real management of the society
had been delegated by the board to the
various committees.
The reports of the president which
are submitted to the board consists en-
tirely of finacial statements showing
the sOciety's assets and liabilities,
of insurance written, etc. These
reports contain no comment of any
kind, and are spread on the minutes
as presented.
BY somewhat peculiar provision of
the society's bylaws, the executive
committee is a subordinate body to the
finance committee, the acts of the for
mer coming before the latter for it's
final judgment.
The only conceivable reason for the
existence of these two committees is
that the society might have the benefit
of the judgments of two separate
bodies and that each might serve as a
check u9On the other.
In creating these two committees,
the board has. however, composed them
of exactly the same individuals-the
only exception being that the Finance
Committee has one member who is not
a member of the executive committee.
Because of this act of the board the
effective check each upon the other of
the committees is wholly lost A num-
Der of gentlemen reconvene as the
finance committee and approve the
acts of themselves while in session as
the executive committee.
In each committee the principal Off
GERS of the society are members. Ma
turally they are the most active mem
bers of the committee. Other mem
bers of the committees are officers of
the "allied concerns" Those who
might be called the clay" members are
with the one exception noted above,
the same on both committees.
The final result of all this is that
the supreme authority of the board
has been, in effect, turned over wholly