The Hawaiian gazette. [volume] (Honolulu [Oahu, Hawaii]) 1865-1918, 1912-02-06
COURT DEFINES
CORPORATION LAW
Supreme Tribunal Says Lower
Court Erred in Famous
Kukaiau Case.
(From Sundays Advertiser

In his decision in the famous Ku.
kaiau case, handed down yesterday
morning, Chief Justice Robertson, of
the territorial supreme court, defines
certain phases of the corporation law
for the first time. The Chief Justice finds
the lower court erred in granting a
peremptory mandamus to Albert Hor-
| ner, president of the Kukaiau Planta-
tion company, limited, in the suit
brought by his brother, Robert Homer.
After finding that the Emotion to
quash the return was improperly
granted the court orders that the
"order appealed from be- set aside and
the case remanded to the circuit court
for further proceedings
The writ of mandamus asked was to
force Albert Horner to call the annual
meeting at once. The time set in the
| corporation IS bylaws is in October, but
the custom of the company has been to
hold the meeting in the last week in
February.
What the Court Thinks.
In his opinion Chief Justice Robert
son says:
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
| Ia .
at the meeting of June 5, 1902, which
was a special one called merely for
the purpose of accepting the resigna.
tons 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 motions to alter, vary or add
to these bylaws shall require
| n three-fourths vote of the shares OF
the company, and contend, upon author
tiles cited, that bylaw can be amend
ed only in the manner called for
Counsel urge with much force and
reason that courts should be slow Il
find regularly adopted bylaws of cor
poration 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 thu
bylaws themselves and after notice Il
tho stockholders, of the intention t
amend them,
Outlines the Law.
"On the other hand, as above stated
the return shows that the petitione
has all along known that since. 19O'
no annual meeting of the company ha
been called for the month of October
but that the meeting has been held il
February of each year, and that tn
petitioner acquiesced and participated
in the change. Conceding that tn
petitioner was not bound by the under
standing reached at the meeting o
June s, 1902, and, Notwithstanding tn
agreement, might have insisted on tn
observance of the bylaws, it appear
that he did not take that course, bu
remained silent until November, 1911
! when he requested that the annna
~Asting be called forthwith The i'm
Sortapee of the petitioner IS conduct i
Shis regard is illustrated by the case o
Elkins versus Camden Railroad Co., 8
N. =. E. 467. In that case a board o
| directors acting without authorit
, adopted bylaw changing the date 70
holding the annual meeting Of tn
. stockholders and the court held tina
the stoekholdeFs, by meeting on tn