1917 Watchtower Bible Student Schism - A2Z.org

Avowrr 1, 1917
HARVEST SIFTINGS
day the four biothers addressed a letter to Brother Pierson
saying that the meeting would not be held on the 17th. Rccelving
this information Brother P~erson telegraphed me to
ktiow why. I wired him that I had 110 notice that the niccting
could not be held; that the four brethren were at tllc
Bethel Home and the meeting would be held, and for him. to
come. On the afternoon of Monday. uly 16th. the following
letter war handed to me by Brother kirsh:
LEGAL 0,PINION
"With respect to the first question: Is there a legal Board
of Directors TI so, who are members of the Board Section
17 of the statutc cxprcssly providcs that the Board rhall
be chosen annually by the rhareholders or members. This
rovision of the Act IS mandatory, because it is well settled
! y judicial authority that the charter of the corporation annot
Pant Dowers or orivilenes eontrarv to Or inconsistent
"J. F. RU~B~PPORD, with-the statute; in wGch Gie-all acts done in pursuance of .
"BetheL
"Dm BROTHP:-
"Your note is received advising us that a meeting
of the Board of the WATCH TOWEX B~BU AND
S m is called for Tuesday morning, July
such legal power embraced in articles of incorpontion would
be invalid. (10 Cyc Law & Procedure B22-223, Albtight vs.
Lafayette Assn 102 Pa. St 411.)
"Again 'where the statute authorizes % election of the
Board of Directors, any scheme or organuahon which dispenses
with the rtatute ma be regarded w a fraud upon the
TRACT
.7. Thanks. corporation! (10 Cyc L a; P. 318.)
"ID reply we would say that your course has been "Therefore, ~t 1s obvrcus that the directors who were not
such in respect to the matter in question as to com- elected by the vote of the shareholders cannot sene the corpliate
it to such an extent that we will not now be poration in that &pacity, nor exercise any of the rights and
ready to have a meeting of the Board before the 20th. privileges attaching to said ofice. Otherwise, the Board
'We haye recently handed you three or four re- would be exercising greater authority than that mnted by
quests for a meeting, at which we hoped that our af- the Act of Assembly, giving corporate existence to the Sofairs
might have been settled amicably and in short ciety itself. In a word, the directors of the Society can
order; but we were refused. ~ d d i ~ i ~ untrue ~ ~ l l ~ , possess or exercise no greater authority than expressed by
fabe hlk has been spread &broad about us, and the Act of Assembly. The Society is the creature of the Act
of violence have been issued by your
of Assembly, and all rights and habilities of the officers and
reprerenhtive~-violence being attern tedn that directors must be controlled, governed and regulated by the
a inat four of the legally constitutelmanagers and provision the Act
oEcers of 6ur Society. We have only to repeat what "Further, any rovision of the charter which is contrary
we above: G~~ bt %O ~ ~ ~ d before . , , , to ~ the ~ statute ~ ~ willbe ~ disregarded and that part of the charter
thr 20th inrtant, if thm.
which is in harmony with the statute will be upheld. Hence,
that part of the charter providing that the Board shall hold
'We wil advhe you when we shall be in a position
for a Board .meeting.
ofice for life, is obviously of no legal effect beawe a-
pressly repugnant to the Act of Assembly which states that
Verp W~T, th: directors shall hold office for one ear.
YR H. Hms,
Paragraph 8th of the charter will te construed to mean
"J. D. WUGRT, what it says; namely, that whue a vacanq occurs in the
"A. I. Rrrcanr.
Board of Directors, then the remaining members of the Board
"I. F. HOSXINS." may within twenty days meet and fill such =can and if
the vacancy be not filled within thirty days, then theksident
WHO CONSTITUTE THE BOARD OF DIRECTORS may appoint.some one to fill the vacancy, but the.person so
selected by e~ther method could hold office only unt~l the next
H~Gw in mind the a~eiences of the meeting of the annual election held by the members or shareholders. This is
Board held on the 20th day ot June, and seeing that these the only construction in harmony with the stltutc In fact.
brethrur were showlng a bad splrif 1 saw it necessary it is a rule of hw that where the subject mttet contains no
for me to disclose what I had known tinee January, 1909, ambiguity and is free from difficulty, it will be construed to
but which no one ete except Brother Russell knew, So far me. -ctlY what the words imply. Therefore, the conmy
knowledge gou or had occasion to find out In order
that you may understand why 1 took the action hereinafter
clusion is krdistible that Messrs. Wri ht, Hoskirn, and
Rit&ie are in no sense of the word Legsfiy members of the
mentioned, I briefly describe the status of the WATCH
T o m BIBLE AND TRACT S m and the P=ms PuLprr Board of Directors and any acb performed by them in that
capacity would be void and of no legal effect and they would
Assocurro~.
be answerable individually to any persons dealing with them.
The WATCR TOWEB BIDLE AND Turn Socrm~ is a Penn- "With respect to Mr. Hirsh, the facts show that he ms
sylvanin corporation, and 'its operations from a Icpl stand- elccted by the Board of dircctors after H. C Rockwell, whom
points are confined tb that State. The law, as well as its he succeeded, had resigned. Rochell himself under the
charter, requires that the Board of Directon and omcers fal~ts, was never regally a member of the Board.
must be chosen at meetings held in the State of Penn~ylvania. But grant. however, that a legal vacancy did exist, for
and no where eke. The provision of the Charter is that argument sake, the charter expressly provided that if tlre
where vacancies occur in the Board of Directors these va- Board neglects to fill the vacancy withln thirty days, thereancies
shall be filled by the remaining members thereof up011 and in that event, the President has mclusive authority
within twenty days after the vacancy occurs, and failing to to supply the vacancy. lockwtll's resignation wu acce ted
fill such vacany or vacancies within thirty days the Prcsidmt February 8th. 1917, and Hir;h was elected by the ~oarj of
L then ruthorued to fill such vacancy or vacancies, and the Directors March 29th, 1917, more than thlrty days after
person to aehcted by either method shall hold office as Di- Rodcwell's resignation. The rlght to fill the ncancy at that
rector until the next annual election to be held by the share- time rested with the President md the act of the Board,
holderr
so called, was a usurpation of the authorit~r of the President.
The Charter ako provides that the Board of Directors shall and in direct conflict with the charter, and for that reason,
hold office for life, but this part of the Charter is contrary to of no avail. An additional reason why that the election of
the statute of Pennsylvania which provides that he shall hold Hirsh was wholly illegal, is that the meeting was held in the
for one year. The facts show that Brother J. D. Wright was State of New York, while the charter rovides that the meetelected
in 1% by the Board of Directors. and bis term of ings shall be held in the City of ~teghcny, Pennsylvania.
office therefore expired in January, 190s. I. F. Hoskins was His election to the Board was wholly extfi-territorial and
elected by the Board in 1908 and not re-elected since. A. I. for that additional reason, absolutely and indisputably illegal
Ritchie was elected in 1911 and afterwards elected to office and void. Under no circumstances then can it be held that
u Vice President, h~s term expiring January 6th, 1917, when Hirsh is a legal member of the Board and any acts done or
Brother A. N. Pierson was elected as his successors. Brother performed by him in that capacity would be void and of no
R H. Hirsh wu elected by action of the Board, so-called, at lepl effect.
Brooklyn in March, 1917. Neither of these brethren have
resided in the State of Pennsylvania for more than five OFFICERS ARE ALWAYS MEMBERS OF B O ~ ~
. Neither of these brethren were legal members of the
b7zd of Directors, as would appear from the legal opinion "As to who are the legal represenbtivu of the Socie~, it
by Mr. H. M. McCaughey, a well known corporation lawyer is apparent that Messrs. Rutherford, Pierton, and Van Amof
Philadelphia. We quote from his written opinion as burgh are the only persons who are qualified to act as such.
follows :-
They were elected to office at the annual meeting of the So-