duly authorized to call or preside at a legal meeting thereof, any circuit judge of the island where such corporation is established may, on written application of four or more of the members thereof, issue an order to either of the said members, directing him to call a meeting of the corporation, by giving such notice as shall be required by the bylaws of the corporation, and the said judge may, in the same order, direct one of the said members to preside at the meeting, and the proceedings of such meeting shall be valid. §2016. Whenever the capital stock of any corporation is divided into shares, and the certificates thereof are issued, transfer of the shares may be made by endorsement and delivery of the certificate. The endorsee shall be entitled to a new certificate upon surrendering the old one. And no such transfer shall be valid, except between the parties thereto, until such new certificate shall have been obtained, or the transfer shall have been recorded on the books of the corporation, so as to show the date of the transfer, the parties thereto, their place of abode, and the number and description of the shares transferred. § 2017. The directors or managers of any incorporated company shall not make dividends, except from the profits arising from the business of the corporation, nor may they divide, withdraw, or in any way pay away to the stockholders, or to any of them, any part of the capital stock of the company, or reduce the said capital stock, without the consent either of the power granting the charter or of the legislature. In case of any violation of the provisions of this section, the trustees, managers, or directors, under whose administration the same may have taken place, shall, in their individual and private capacities, be jointly and severally liable to the corporation and creditors thereof, in the event of its dissolution, to the full amount so divided, withdrawn, paid out, or reduced: Provided, That nothing in this section contained shall prevent a distribution and division of the balance of the capital stock remaining after payment of all its debts, or dissolution of the company, or expiration of its charter. § 2018. Where the whole capital of a corporation shall not have been paid in, and the capital paid shall be insufficient to satisfy the claims of its creditors, each stockholder shall be bound to pay on each share held by him the sum necessary to complete the amount of such share as fixed by the charter of the company, or such proportion of that sum as shall be required to satisfy the debts of the company. § 2019. All the property of any corporation which may be created in virtue of this chapter shall be liable for the just debts thereof, but no stockholder shall be liable for the debts of the corporation beyond the amount of what may be due upon the share or shares held or owned by him. § 2020. The amount of debts which any corporation shall owe shall at no time exceed the amount of its capital stock. § 2021. In every joint-stock company incorporated under the provisions of this chapter it shall be the duty of the trustees, as managers or directors of such company, to cause a book to be kept for registering the names of all persons who are, or shall become, stockholders of the corporation, and showing the number of shares of stock held by them respectively, and the time when they respectively became the owners of such shares, which book, during the usual business hours of the day on every day except Sundays and national holidays, shall be open for the inspection of the stockholders and creditors, and it shall be the duty of the clerk, or the person having the charge thereof, to give a certified transcript of anything therein contained to any stockholder or creditor of the corporation applying therefor. Such transcript shall be legal evidence of the facts therein set forth in any suit by or against the corporation. § 2022. Any corporation wishing to dissolve and disincorporate itself before the expiration of its charter may present a petition to the treasurer, together with a certificate setting forth that at a meeting of the stockholders, or members called for that purpose, it was decided, by a vote of three-fourths of the members or stockholders, to dissolve and disincorporate the corporation, which certificate shall be signed by the presiding officer and secretary of such meeting. The treasurer shall enter such petition and certificate of record in his office, and after sixty days' notice, by publication in Hawaiian and English, in such manner as he shall deem most effectual, shall proceed to consider the same, and when satisfied that the vote certified has been truly taken, and that all claims against the corporation are discharged, shall declare such corporation dissolved. § 2023. Upon the annulment of the charter of any corporation, or upon its dissolution by expiration of its charter, or otherwise, unless other persons shall be appointed by the legislature, the treasurer, or by some court of competent authority, the directors or managers of the corporation, by whatever name known in law, shall be trustees for the creditors and stockholders, with full powers to settle the affairs of the corporation. Under the name of trustees of such corporation they may, by suit or otherwise, collect and pay the outstanding debts and divide among the stockholders the moneys and other properties that shall remain after payment of the debts and necessary expenses. And they shall be jointly and severally liable to the creditors and to the stockholders to the extent of the corporation property which shall come into their hands. § 2024. Every corporation not eleemosynary, religious, literary, or educational shall annually present a full and accurate exhibit of the state of its affairs to the treasurer, at such times as the treasurer shall direct. The said treasurer shall have power, either himself, or by one or more commissioners appointed by him, to call for the production of the books and papers of the corporation, and to examine its officers, members, and others touching its affairs, under oath. The annual reports above mentioned, and the result of such examination, the treasurer may in his discretion lay before the governor, and also publish. In case any such corporation shall refuse to produce its books and papers upon the request of the treasurer or the commissioners appointed by him, or in case any of the officers or members of such corporation shall refuse to be examined on oath touching the affairs of the corporation, then the treasurer or the commissioners may apply to a court of equity for an order to compel the production of the books and papers, or the examination of such officers or members of the corporation, obedience to which order may be enforced by said court in like manner with its ordinary decrees and orders. § 2025. The treasurer, subject to the provisions and conditions of this chapter, and by and with the consent of the governor, shall grant to all applicants who shall file petitions in conformity with the provi sions of this chapter, charters of incorporation for agricultural, commercial, and manufacturing purposes, and for cemetery associations, as well as to charter other incorporations, either aggregate or sole, ecclesiastical or lay, banking and municipal corporations alone excepted, which shall be chartered only by the legislature. § 2026. The treasurer shall also have power on the expiration of any charter to renew the same, on application to him for that purpose by two-thirds of the stockholders of such company and a satisfactory explanation to him of the state of its affairs. § 2027. Nothing in this chapter contained shall be construed to authorize the treasurer, as before provided, without the authority of the legislature, to grant any charter which shall in terms institute a monopoly for a longer term than five years, of any business or occupation; nor may he grant perpetual charters without such authority to any corporations, except to those for eleemosynary, literary, educational, or ecclesiastical purposes, or for cemetery associations. § 2028. Application to the treasurer for any charter of incorporation shall be made by written petition, accompanied by proofs that threefourths of the shares have been subscribed for, and in the case of jointstock companies there shall, in addition to such petition, be also filed at at the same time in the office of the treasurer a certificate setting forth the location of the proposed company; the object of the incorporation, the amount of stock proposed, and if the privilege of subsequent extension of the capital stock is asked for, the limit of that extension, the proposed duration of the company; the time within which it is to organize; whether the liability of stockholders is proposed to be limited to the amount of their stock, or otherwise; and also whether the whole or any part of the capital stock is to be paid in before commencing operations, and if part, what part: Provided, That if any petition for a charter of incorporation presented to the treasurer shall not be in conformity with the requirements of this section the treasurer shall, within ten days, return the same to the petitioner, specifying wherein the same fails to conform with the said section, and the petitioner may thereupon amend the said petition and present the same so amended. The treasurer shall thereupon present the petition and accompanying proofs to the governor. § 2029. The treasurer is hereby authorized to exercise all the power and authority vested in him or in him by and with the consent of the King in privy council, prior to the seventh day of July, A. D. 1887, relating to charters of incorporation: Provided, however, That no charter of incorporation shall be granted by said treasurer without the consent of the governor. § 2030. The shares of the several members in the stock of any incorporated company, whether owning real estate or otherwise, shall be deemed in law personal property. NOTE TO CHAPTER 127. § 2009-2024 are C. L. §§ 1426-1441. § 2025 is S. L. 1884, Ch. 16. §§ 2026–2027 are C. L. §§1443-1444. § 2028 is S. L. 1884, Ch. 16. § 2029 is S. L. 1887, Ch. 13. § 2030 is C. L. $1446 Cases in Hawaiian Reports: Grieve v. Gulick, 5 Haw., 75; Ellis . Wilcox, 5 Haw., 238; Smith v. Castle, 6 Haw., 609; Spreckels v. Macfarlane, 9 Haw., 167. CHAPTER 128. JOINT STOCK COMPANIES. § 2031. Joint stock companies, for the purpose of carrying on any business or undertaking, either mercantile, agriculture, or manufacturing, or buying, selling, leasing, or otherwise dealing in real estate and buildings and other structures, whether used or intended to be used as shops, stores, warehouses, offices, boarding and lodging houses, hotels, or otherwise, for which individuals may lawfully associate themselves (excepting banking and professional business) shall be incorporated in the following manner and in no other. § 2032. Any number of persons not less than five, a majority of whom are residents in this Territory, desiring to become incorporated as a joint stock company, shall sign articles of association, and acknowledge the same before any officer authorized to take acknowledgments, which articles shall contain the following particulars: First. The name of the corporation, which shall be followed by the word "Limited." Second. The place of its principal office. Third. The purpose of the company. Fourth. The amount of its capital stock, and, if the privilege of subsequent extension of the capital stock is asked for, the limit of such extension. Fifth. The number and designation of officers proposed. § 2033. Said articles of association shall be recorded in the office of the treasurer in a book to be kept for the purpose, which shall at all times during business hours be open to the inspection of the public without charge. § 2034. An affidavit sworn to by the president, secretary, and treas urer of such association shall also be filed in the office of the treasurer at the time of filing the articles of association, which affidavit shall set forth the number of shares, amount of capital stock, the names of the subscribers for shares, and the amount paid in. When the object of the incorporation is to take over and conduct any existing agricultural, grazing, manufacturing, shipping, or trading business or enterprise, the affidavit shall also contain a full description of the property intended to represent the capital stock of the proposed corporation, a detailed valuation of each item of the said property, and a copy of the conveyance to be made by the owner or owners of said business or enterprise to the proposed corporation. § 2035. Upon the filing of said articles of association and affidavit the persons who have subscribed the same, their associates, successors, and assigns, shall thereafter be deemed to be and be a body corporate by the name and style provided in said articles, and shall have succession and corporate existence for such term as may be agreed upon, not to exceed fifty years, and shall have all of the powers and be subject to all of the liabilities now provided by law for incorporated companies, and shall be subject to all general laws hereafter to be enacted in regard to corporations. No stockholder shall be liable for the debts of the corporation beyond the amount of what may be due upon the share or shares owned by him. § 2036. No corporation shall engage in business in this Territory unless three-fourths of the shares have been subscribed for, nor unless ten per cent of the capital shall have been paid in, or the corporation shall have acquired property of a value equal to ten per cent of its capital. §2037. Every certificate of stock issued by any corporation shall plainly state how much of the par value of the same has been paid in. § 2038. Any company incorporated under the laws of this Territory, upon a vote of three-fourths of all the shares at any meeting of the stockholders, may issue and dispose of preferred stock, and may stipulate that the holders of such stock shall be entitled to a dividend not to exceed ten per cent per annum out of the annual profits of the company in preference to all other stockholders, and that the holders of such preferred stock may convert the same into common stock at their election at any time. Any deficiency in dividend upon the preferred stock, below the rate fixed, shall not be made good out of the profits of any succeeding year. § 2039. The directors of any incorporated company shall have power to sell at public auction a sufficient number of shares of any stockholder who shall neglect to pay any assessment duly levied upon the shares, until the whole par value has been paid in. Before making such sale a notice of ten days shall be given to delinquent stockholders residing in this Territory, and a notice of intention to sell published for three weeks in the case of delinquent stockholders outside of this Territory. § 2040. Any person or persons who shall make a false statement in any affidavit, return, statement, or certificate of stock in regard to a corporation, or who shall overvalue any property mentioned in such affidavit, statement, or return, or who shall do business as a corporation or hold themselves out to be a corporation without having complied with the provisions of this act, shall be held to be guilty of a misdemeanor, and upon conviction shall be punished by a fine not exceeding five thousand dollars. The several district magistrates throughout the Territory shall have jurisdiction to try all offenses under this act, and to impose the penalty herein named. § 2041. Section 2028 shall not be held to apply to joint-stock companies incorporated under this chapter, except as to increase of capital stock, but all other provisions of chapter 127 not inconsistent herewith shall apply to joint stock companies formed under this chapter. § 2042. No corporation shall be formed for any of the purposes stated in this chapter in any other manner than as is above provided. § 2043. The treasurer, with the approval of the governor, shall have power to grant and allow amendments to all existing charters of incorporation and articles of association of incorporated companies and all hereafter granted, provided such amendments confer no other or greater powers or privileges than could be lawfully conferred or obtained in an original charter of incorporation or articles of association. § 2044. All amendments to existing charters of incorporation or articles of association heretofore allowed and granted are hereby declared valid. NOTE TO CHAPTER 128. § 2031 is S. L. 1896, act 39. §§ 2032-2042 are S. L. 1890, ch. 43. §§ 2043, 2014 are L. R., act 13. Cases in Hawaiian Reports: Widemann v. Thomas, 10 Haw., 366; Hackfeld v. King, 11 Haw., 5. CHAPTER 129. BANKING COMPANIES. § 2045. Charters of incorporation for the purpose of carrying on the business of banking may be granted by the treasurer, by and with the advice and consent of the governor, subject to the provisions of this chapter, in like manner as other charters of incorporation may by law be granted. § 2046. Every such charter shall designate: The name of the corporation. The principal place of its business. The amount of its capital stock. The number of shares into which the capital stock is divided. |