The Hawaiian star. [volume] (Honolulu [Oahu]) 1893-1912, 1912-02-03

ScrlDed IN the bylaws DelnS the month
of October, but the practice since
June 5, 1902, when special meeting
with all shares represented so agreed,
was to hold the annual meeting In TIE
last week of February.
In the body of the opinion the court
says:
The Courts Statement
Counsel for the petitioner point out
that the bylaws require the secretary
to record the proceedings at all meet
ings, keep the bylaws and the char
ter of the company, and that it was
not alleged that any vote was taken
on any proposition to change the by.
laws, and they contend that Robert
Horner, not being personally present
at the meeting of June D. 1902, which
was a special one called merely for
the purpose of accepting the resigna-
lions of the officers of the company.
was not bound by the agreement al
legged to have been made with refer
ence to the holding of the annual
meeting in February instead of in
October of each year. They also
point out and lay stress upon the fact
that the bylaws provide that all mo-
tons to alter, vary or add to these
bylaws shall require a
three-fourths vote of the shares Of
the company, and contend, upon au-
thorities cited, that a bylaw can be
amended only in the manner called
for. Counsel urge with much force
and reason that courts should be slow
to find regularly adopted bylaws of a
corporation to have been changed by
'haphazard' and slipshod' methods,
and that it would only be reasonable
to hold that bylaws are to be altered
only in the manner prescribed in the
bylaws themselves and after notice
to the stockholders of the intention to
amend them.
"On the other hand, as above stat
ed, the return shows that the peu
toner has all along known that since
1902 no annual meeting of the com
pany has been called for the month
of October, but that the meeting has
been held in February of each year,
and that the petitioner acquiesced
and participated in the change. Con,
ceding that the petitioner was not
bound by the understanding reached
at the meeting of June 5, 1902, and,
Notwithstanding the agreement, might
have insisted on the observance Of
the bylaw, it appears that he did not
take that course, but remained silent
until November, 1911, when he re-
quested that the annual meeting be
called forthwith The importance OF
the petitioners conduct in this regard
is illustrated by the case of Elkins VS..
Camden Railroad Co., &c N. J. e. 467,
In that case a board OF directors act
ing without authority adopted by
law changing the date for holding the
annual meeting of the stockholders
and the court held that the stockhold-
ers, by meeting on the changed date
and proceeding without protest or oh
lection, must be regarded as having
assented to the change, and that sub
sequent meetings should be held on
the day so fixed Subsequently to
that change the directors attempted
by resolution to again change the
time Of the annual meeting. the eff
feet of which change would have been
to prolong their term of office, and II
was ruled that the change should b.
enioined at the instance of an OBJ
jecung stakeholder.
bylaws are adopted for the regu
Iation of the business of the corpora
ton and the conduct of its officers
They are obligatory on all the stock
holders, but, like the terms of a con
tract, some or all of them may. by
the unanimous mutual consent of tho
parties, be waived or set aside for the
time being or permanently amended
and an agreement to so set aside Of
amend a bylaw may be shown by
acts and conduct as well as by
words"
The Law Laid Down.
The law Of the case is thus Sc