1917_Facts for Shareholders.pdf

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Facts For Shareholders
“What doth the Lord require of thee, but to do justly, love mercy, and walk humbly with thy God?”
November 15
Brooklyn, New York
with reference to
This Paper Contains
as to
Rights, Privileges, Suggestions
and Duties
Pertaining to the
of the
Watch Tower Bible and Tract Society
at Pittsburgh
January 5th, 1918
Also Some lnterrogation Points and Forms
for Voting by Proxy
THIS PAPER is issued for the purpose of assisting the friends in expressing their views and wishes properly with sufficient knowledge
at the January election at Pittsburgh, so as to place the responsibility upon each individual, where it should properly belong.
It is also intended to have the same purpose and effect with reference to the voices of the Classes which are to be heard on November
21, 1917.
The “ousted” Directors desire merely to fulfill their responsibility to the Lord and the brethren, so that the mouths of the friends may be
stopped as against them hereafter. It is a legal maxim that a man intends the consequences of his acts, and it is presumed that the friends
of the Truth likewise intend the consequences of the action they are about to take. Such being the case, they must each one bear the
responsibility for his own decision in the matter.
(c) Copyright 1997 Research Applications International.
The Pennsylvania statute authorizes voting by proxy. A form for use in voting by proxy is furnished herewith. The proxy sent out by the
present management of the Society is not correct. The Pennsylvania Statute requires a witness to the signature of the person executing the
Proxy, and there is no place indicated for the signature of the witness on that form. The forms issued herein will be found legal and
effective and can be filled in with safety.
A Proxy in Pennsylvania is valid for only TWO months from its date, therefore any Proxy dated prior to Nov. 5, 1917, will be invalid!
A Proxy dated subsequently would, if presented for voting, be proper and valid and would revoke the former Proxy if already executed
and delivered.
If any one gives a Proxy for the meeting, and then attends in person, the Proxy is superseded and revoked by the presence of the voter
himself, who must then do his own voting.
The Proxy sent out with Nov. 1 Tower is one which permits the person voting for another to disregard his wishes. It permits the one
holding the Proxy to vote at the Annual Meeting, or at any adjourned or subsequent session of the Annual Meeting for the election of
Directors or Officers, as the person holding the Proxy may decide.
An ordinary Proxy gives only the right to vote at Annual Meetings for Officers and Directors, and things incidental thereto. We furnish
two Proxies, either one of which may be used, but not both by the same individual. One gives complete discretion to the one designated
to act, the other gives the special and particular authority to vote for particular persons only. A Proxy may be given, of the latter kind,
restricting the agent to act as directed, or not at all. The friends will make their own choice. This latter method is the one always
suggested by Bro. Russell for Church matters. Each voter, that is, each person having donated ten dollars at any time or larger sums, is
entitled to one vote for each ten dollars. He cannot be deprived of his vote or votes lawfully !
Each shareholder is entitled to a certificate showing the number of shares he may vote.
The Pennsylvania statute laws concerning corporations which require that three Directors of such corporations shall be residents of
Pennsylvania, after a careful examination and study of the Pennsylvania decisions, do not apply to the Watch Tower Bible and Tract
Society, therefore the shareholders
are not restricted in voting for Directors to vote for brethren who reside in Pennsylvania. The Watch Tower Society is not a religious
Society for public worship , such as a Church, but is a business corporation, not for profit, and statutes requiring religious corporations
of that nature to have three Directors in Pennsylvania do not apply. The statute requiring one-third of the Directors of certain companies
to live in that State does not apply to the Society, and section six of the corporation law, requiring three of the original subscribers to
live in Pennsylvania, does not require the Society to have three local Directors.
The right to vote is a Charter right, and such right cannot lawfully be taken away by means of a by-law! A by-law may be made
regulating the right to vote, but may not take away that right.
It is unlikely that enough people would desire to vote as to the management of the Society, having the right to do so, who are not
believers in the Present Truth to make them dangerous to the Society; nevertheless, recognizing the spirit of the by-law (which the
President of the Society says exists), prohibiting those out of harmony with the Society from voting, we advise that all who
conscientiously believe themselves in harmony with the purposes which have been set forth for years on page two of “The Watch
Tower” under the caption, “This Journal and its Sacred Mission,” are fully qualified to vote at the election within the spirit and
letter of the by-law , and to answer “yes” to the question on Proxy furnished with the Nov. 1. 1917, Tower.
Such may, of course, also conscientiously say that they believe the Society is the Lord’s agent in the execution of the Harvest work, until
the shareholders themselves decide at some time in the future to change the policy of the Society. Surely, one man such as Bro.
Rutherford cannot be the Society, and all the shareholders the followers of his will or cajolery, unless they decide for themselves to do
so, and unless they have so decided, and they cannot do so until Jan. 5, 1918, by a shareholders’ vote at the Annual Meeting—because
they are the Society!
The Society has a right to close its books a reasonable time before election (viz., Dec. 10, 1917), so as to enable the Secretary to
ascertain how many votes each one is entitled to cast; but the Society has no right to say that no one may vote unless the Secretary
endorses him and says he may do so.
The Secretary must be prepared at the place of election with a voting list and the books of the Society. The books are the test of the right
to vote as of the 10th day of December. Any one can see that this is true, because if a person votes personally he will go to the meeting
and not send himself to Bro. Van Amburgh at Brooklyn on Dec. 10, 1917. He could not be required, either, to send his Proxy to
Brooklyn. The Inspectors may at the meeting check his right to vote as the books stood on Dec. 10 previously.
Had the certificates been sent out as they were last year, the voting would have been more simple. The method now suggested will work,
if adopted, to take the control from the friends.
The friends all know how many votes they were entitled to last year and how much more they have donated since then, and so each
knows the shares he or she may vote.
The Classes, if they adopt the suggestion in the Nov. 1, 1917, “Watch Tower,” will vote to suggest their preferences on Nov. 21, 1917.
This Class-vote of those professing consecration has nothing to do legally with the Society. No one is a member of the Society except
he has voting shares . The Society is a business corporation , not for profit, and is a creation of the law of Pennsylvania, and is not
(legally) a religious corporation!
There possibly is no objection to sending the Proxy to Brooklyn to be checked by the Secretary, but if a Brother or Sister does not
receive his Proxy again in time to deliver it to the brother who expects to go to the Annual Meeting from his own Class or county or
State, he may execute a new Proxy and date it later than the earlier one, and the later will be the lawful one, and the Inspectors of
Election should so decide.
It will be entirely proper for all the consecrated in the Present Truth to answer “YES” to the question on the Proxy, as the President has
no right to impose such a condition in such a way; and he is not the Society—or Channel !
It looks like a studied effort to exclude any from voting who do not agree with the three principal brethren who have subverted
affairs by force and craft.
The law requires that the ballots be taken by Inspectors of Election. The law requires that they make oath to execute the office properly.
These Inspectors should be selected by the vote of the Shareholders present, voting either in person or by Proxy. The Inspectors must
receive the vote and do the deciding. The books must show who may vote and how many shares. If any Shareholder is able to
demonstrate to the Court of the State of Pennsylvania that the Election is to be conducted fraudulently or by force, the law provides that
he may apply by Bill in Chancery to the Court to designate a Master in Chancery to conduct the election. It might be well for the friends
to select two lawyers, brethren, to act as Inspectors of Election, or one lawyer and another brother, but both, of course, should be
disinterested personally.
“Harvest Siftings,” No. 2 (page 1), states that the four Directors were not legal members of the Board. This statement, we believe, to be
untrue. In fact, we are sure it is untrue!
The Pennsylvania statute holds that “in case of the death, removal or resignation of the President or any of the Directors, Treasurer or
other officer of any such company, the remaining Directors may supply the vacancy thus created, until the next election .”
The Pennsylvania Courts have held that “Directors appointed to fill vacancies hold until their successors are elected!”
Bro. Rutherford states in the Nov. 1, 1917, “Watch Tower” (page 328, col. 2, par. 2 and 3) that after the original Board of Directors was
chosen (in 1884) there never was an election of Directors. He says “Successors to those original Directors were never elected by the
The Pennsylvania Courts have expressly held that as the statute in that State provides that the Directors or Trustees shall be chosen
annually by the stockholders or members at the time fixed by the by-laws and shall hold their office until others are chosen and
qualified in their stead , that that means until an election for Directors has been held.
The case of Pennsylvania Milk Producers’ Assn. vs. First Natl. Bank (20 Pa. C. C. 540) expressly holds that “Directors appointed to fill
vacancies hold until their successors are elected .”
The Courts of Pennsylvania hold that Directors hold over until an actual valid election takes place, even though the time for the
election for Directors may have passed by.
It is general, also, in the various States that “hold-over” Directors may hold meetings, fill vacancies in the Board and vote to sell
property, the same as though regular elections had been held. (See Kent Co. Agricul. Society vs. Houseman, 81 Mich. 609.)
The text books, too, on the subject say that the old Directors continue in office until their successors are duly elected . (See Cook on
Corporations, 7th Ed., Sec. 624.) Section 61, act of 1891, of the Penna. Corporation Law says that “the Directors shall be chosen
annually at the time fixed by the by-laws, and shall hold their office until others are chosen and qualified in their stead . Hold-over
Directors must perform the duties enjoined by the law as regularly elected Directors. (See Kenard vs. Wood, 130 Pac. R., 194; Cook on
Corp., Sec. 713, 7th Ed.)
The fact that these hold-over Directors were appointed by
Directors to fill vacancies at meetings out of the State of Pennsylvania does not disqualify them, because the statute law of that State
provides that where any company has been incorporated under the laws of that State, and a majority of the Directors, corporators or
stockholders thereof are citizens of any other State, said corporations may be organized, and all the meetings of such corporators,
Directors or stockholders held in such place, whether in the State of Pennsylvania or elsewhere, as such majority, may from time to time
appoint; Provided, however, that the ANNUAL ELECTION for officers of such corporation shall be held in the State of Pennsylvania at
such time and place, and upon such notice, by publication in the newspapers of that State, as the by-laws of such corporation may from
time to time determine. Sec. 1, P. L. 1866.
IF THE Shareholders desire to defeat the present President and Treasurer and any of the pseudo Board of Directors in disapproval of the
present temporary management, they should remember that scattered votes will never accomplish the purpose. As many will always vote
for those in power, we therefore suggest that the Lord may have indicated to us at the time of our Pastor’s death by the association and
presence with him of Brother Menta Sturgeon, that he would make a satisfactory President. We suggest, therefore, that Brother Sturgeon
be voted into the office of Director, and then voted for by those wishing to select a new President.
Those who think that Directors should be commended who have the courage to do right at all hazards at the cost of position and
livelihood, should vote to sustain the deposed Directors. We suggest this as an encouragement to them, and that future Boards may pursue
a righteous course always.
The following are the names to be voted for Directors and officers:
1. MENTA STURGEON, Director and President
2. ALFRED I. RITCHIE, Director and Vice-President
3. M. CLAY ROCKWELL, Director and Secretary-Treasurer
4. J. DENNIS WRIGHT, Director
5. ISAAC F. HOSKINS, Director
6. ROBERT H. HIRSH, Director
7. ANDREW N. PIERSON, Director
So we see that as long as the annual stockholders’ meeting is held annually at Pittsburgh the Directors’ meetings may be held in
Brooklyn, if the majority of the Directors live there . Therefore there could have been no reason to attempt to fill vacancies for this
alleged cause.
In such a case, while the Directors are not the corporate body of the Society, they may act as agents of the Society when acting as a body
beyond the bounds of Pennsylvania, where the corporation exists, and by the statute may fill up vacancies in their own number until the
next election—not merely until the time for the next election takes place, but is a valid election.
As we have seen, we have Bro. Rutherford’s own statement in “The Tower” of Nov. 1, 1917, that there never was any election for
Directors after the Board was originally organized, so according to the statute and Court decisions the Directors of the Board, as
constituted on June 20, 1917, were valid officers of the Society duly qualified to act and there were no vacancies .
Even if it were true, which it is not, that there were any vacancies such as stated by Bro. Rutherford, he himself, after meeting with the
Board and recognizing the individuals as members thereof, could himself be estopped from questioning their authority; then, too, “a
person who participates in a Directors’ meeting held out of the State (N. J.) cannot object to it on that ground.” (Wood vs. Bing. 21 Atl.
574, See Cook vs. Corp. 713 a.) Bro. Rutherford participated in many Directors’ meetings in Brooklyn of the Society, and he
participated in the election of Bro. Hirsh to fill the vacancy caused by the resignation of Bro. Rockwell this year, and Bro. Rutherford is
not permitted to question it in law and we must all agree that such inconsistency on his part is not at all commendable!
With the foregoing in mind, knowing as we now do that there were no vacancies in the Board of Directors, we are prepared to realize
that the following statement on page 1, “Harvest Siftings,” No. 2, Col. 2, is not true. The statement as made was:
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