Re Charters of Incorporation , 7 Haw. 779 ( 1888 )

The Minister of the Interior has, with the consent of a majority of the Cabinet, the power to grant to bodies corporate, previously chartered, amendments to such charters.

Department cf the Judiciary,

Honolulu, December 22, 1888.

To Their Excellencies the Cabinet Ministers.

Gentlemen : We have to acknowledge the receipt of the request of the Cabinet for the opinion of the Justices of the Supreme Court upon the question, whether the Minister of the Interior (with the consent of a majority of the Cabinet) has the power, under the law, to grant to bodies corporate, previously chartered, amendments to such charters, and particularly, whether such power of amendment extends to a right to reduce the amount of capital stock of such corporation and to a reduction of the par value of the shares of such capital stock.

We reply tha.t, in our opinion, the Minister '■has such power. The power to grant a charter implies the power to amend it, provided such amendment is not of such a character as to impair the rights of third parties. Clearly, the changing the par value of the stock of a corporation, which does not diminish the assets oijthe corporation, is within the power of the Minister.

In our opinion, it should appear that all such alterations or amendments are approved by all the share-holders of the corporation, unless there is some provision to the contrary in the By-laws of the corporation.

We have the honor to remain,

Your obedient servants,

A. F. Judd,

L. McCully.

Edward Preston,

Rich. F. Bickerton.

P. S. Mr. Justice Dole does not join in this opinion, feeling himself personally interested in the question. A. F. Judd, C.J.