Present: Hassell, C.J., Keenan, Koontz, Kinser, Lemons, and 

Agee, JJ., and Russell, S.J. 

JENNA DODGE, ET AL. 

OPINION BY CHIEF JUSTICE LEROY R. HASSELL, SR. 

v. Record No. 071248 June 6, 2008 

TRUSTEES OF RANDOLPH-MACON WOMAN'S COLLEGE, 

D/B/A RANDOLPH-MACON WOMAN'S COLLEGE 

FROM THE CIRCUIT COURT OF THE CITY OF LYNCHBURG 

J. Leyburn Mosby, Jr., Judge 

I. 

 In this appeal, we consider whether Code § 2.2-507.1 

imposes certain duties upon a Virginia nonstock charitable 

corporation and renders a nonstock charitable corporation 

subject to the provisions of the Uniform Trust Code, § 55-

541.01, et seq. 

II. 

 The plaintiffs, Jenna Dodge, Sarah Hassmer, Hayley J. 

Maxwell, Laura McKean-Peraza, Kelsey McCune, Jennifer C. 

Mullins, Mary E. Yardley, Alice D. Priebe, and Roy C. Johns 

filed their amended complaint against the Trustees of 

Randolph-Macon Woman's College, d/b/a Randolph-Macon Woman's 

College. Dodge, Hassmer, Maxwell, McKean-Peraza, McCune, 

Mullins and Yardley are students at the College. Priebe is a 

"fifth generation graduate" of the College, and she has 

donated $40,000.00 to the College to fund scholarships. Johns 
is married to a graduate of the College, and he has donated 

money and art to the College. 

 The plaintiffs allege in their amended complaint that the 

College was established in 1891 for the primary purpose of 

educating women, and that all gifts and donations to the 

College since its inception were given to support that 

objective. The plaintiffs allege that the College acquired, 

improved, and maintained real property with funds donated to 

the College for the purpose of supporting the College as a 

liberal arts, educational institution for women. The 

plaintiffs also allege that the College acquired numerous 

valuable works of art placed in various locations "across [the 

College's] campus and in [its] Maier Museum" and that the art 

and "the facilities to house such works[,] were bought and 

improved and are maintained by funds donated to [the College] 

for the purpose of supporting . . . a liberal arts, single-sex 

educational institution." The plaintiffs allege that the 

College plans to sell assets, including its valuable art 

collection, to finance physical changes at the campus that 

will enable the College to educate both men and women. The 

plaintiffs also allege that the College plans to amend its 

articles of incorporation to reflect that the College will 

educate men and women. The plaintiffs further allege that the 

aforementioned acts are "contrary to [the College's] original 

2
and ongoing express charitable purpose as an institution 

created primarily to educate women in a liberal arts 

curriculum under the name of Randolph-Macon Woman's College." 

 The plaintiffs assert, in Count I of the amended 

complaint, that the College is a charitable trust and that the 

plaintiffs are beneficiaries within the intendment of the 

Uniform Trust Code. The plaintiffs also assert that the 

College breached certain duties owed to them as trust 

beneficiaries. The plaintiffs, in Count II of their amended 

complaint, allege that the College's charitable assets are 

deemed to be held in trust in furtherance of the College's 

charitable purposes set forth in its governing documents, 

pursuant to Code § 2.2-507.1, and that the College breached 

its fiduciary duties. 

 The plaintiffs asked that the circuit court declare that 

the College's actions are contrary to the plaintiffs' 

interests as trust beneficiaries and contrary to the 

charitable purposes of the corporation. The plaintiffs also 

asked that the circuit court enjoin the College from 

implementing its plan to establish a coeducational college and 

prohibit the College from changing its name. 

 The College filed a demurrer to the amended complaint. 

Upon consideration of submissions by counsel, the circuit 

court held that the Uniform Trust Code is not applicable to 

3
the College and that Code § 2.2-507.1 neither imposes duties 

upon the College nor abrogates the statutory provisions of the 

Virginia Nonstock Corporation Act,1 which governs the conduct 

of the trustees of the College. Additionally, the circuit 

court held that the plaintiffs failed to plead facts that 

would implicate the doctrine of cy pres and even if such 

doctrine was applicable, the plaintiffs lacked standing. The 

circuit court entered an order sustaining the demurrer. The 

plaintiffs appeal. 

III. 

A. 

 The plaintiffs contend that the circuit court erred by 

sustaining the demurrer to the complaint and the amended 

complaint. We will not consider the plaintiffs' contentions 

that relate to the circuit court's judgment sustaining the 

demurrer to the plaintiffs' original complaint. The 

plaintiffs failed to incorporate or refer to their initial 

complaint in the amended complaint and because we have held 

that "when a circuit court sustains a demurrer to an amended 

motion for judgment which does not incorporate or refer to any 

of the allegations that were set forth in a prior motion for 

judgment, we will consider only the allegations contained in 

the amended pleading to which the demurrer was sustained." 

 1

 Code §§ 13.1-801, et seq. 

4
Hubbard v. Dresser, Inc., 271 Va. 117, 119-20, 624 S.E.2d 1, 2 

(2006) (quoting Yuzefovsky v. St. John's Wood Apartments, 261 

Va. 97, 102, 540 S.E.2d 134, 136 (2001)); see also Doe v. 

Zwelling, 270 Va. 594, 596, 620 S.E.2d 750, 751 (2005). 

B. 

 Code § 2.2-507.1 states: 

 "A. The assets of a charitable corporation 

incorporated in or doing any business in Virginia 

shall be deemed to be held in trust for the public 

for such purposes as are established by the 

governing documents of such charitable corporation, 

the gift or bequest made to such charitable 

corporation, or other applicable law. The Attorney 

General shall have the same authority to act on 

behalf of the public with respect to such assets as 

he has with respect to assets held by unincorporated 

charitable trusts and other charitable entities, 

including the authority to seek such judicial relief 

as may be necessary to protect the public interest 

in such assets. 

 "B. Nothing contained in this section is 

intended to modify the standard of conduct 

applicable under existing law to the directors of 

charitable corporations incorporated in or doing any 

business in Virginia." 

 The plaintiffs contend that Code § 2.2-507.1 imposes 

certain duties upon the College, a nonstock charitable 

corporation, and that included among those duties is a 

statutory requirement that in the absence of any instructions 

accompanying a gift, donation, or bequest, the College must 

use the donation consistent with the College's charitable 

purpose as specified in the corporation's governing documents. 

Continuing, the plaintiffs argue that "[r]eal estate, art, 

5
money, or other property given to [the College] without any 

instructions on their use, were impressed with the purpose 

found in [the College's] articles of incorporation, as those 

governing documents existed at the time of the gift." The 

plaintiffs observe that when the gifts were contributed to the 

College, its articles of incorporation specified that the 

College would be operated predominantly for women. 

 Responding, the College contends that Code § 2.2-507.1 

does not impose any duty upon a nonstock charitable 

corporation, but merely authorizes the Attorney General of 

Virginia to take certain action and seek judicial relief 

against charitable corporations when such action or relief is 

necessary to protect the public interest in assets held by the 

charitable corporation. Additionally, the College argues that 

the plain language of Code § 2.2-507.1(B) indicates that 

Virginia nonstock corporations are subject to corporate law, 

not the law of trusts. 

 We have repeatedly stated the principles of statutory 

construction that we apply when a statute is clear and 

unambiguous: 

 "While in the construction of statutes the 

constant endeavor of the courts is to ascertain and 

give effect to the intention of the legislature, 

that intention must be gathered from the words used, 

unless a literal construction would involve a 

manifest absurdity. Where the legislature has used 

words of a plain and definite import the courts 

6
cannot put upon them a construction which amounts to 

holding the legislature did not mean what it has 

actually expressed." 

Barr v. Town & Country Props., 240 Va. 292, 295, 396 S.E.2d 

672, 674 (1990) (quoting Watkins v. Hall, 161 Va. 924, 930, 

172 S.E. 445, 447 (1934)); accord Davis v. Tazewell Place 

Assocs., 254 Va. 257, 260-61, 492 S.E.2d 162, 164 (1997); 

Abbott v. Willey, 253 Va. 88, 91, 479 S.E.2d 528, 529 (1997). 

Additionally, "[i]n construing a statute, we must apply its 

plain meaning, and we are not free to add language, nor ignore 

language, contained in statutes." BBF, Inc. v. Alstom Power, 

Inc., 274 Va. 326, 331, 645 S.E.2d 467, 469 (2007). 

 We reject the plaintiffs' contention that Code § 2.2-

507.1 requires the application of trust law, rather than 

corporate law, to the College, a nonstock charitable 

corporation. Acceptance of the plaintiffs' position would 

transform all charitable Virginia nonstock corporations into 

charitable trusts, and we find no language in Code § 2.2-507.1 

that manifests any intent of the General Assembly to make such 

a drastic change in Virginia's established law.2

 2

 We disagree with the plaintiffs' argument that this 

Court must consider legislative history and our decision in 

Commonwealth v. JOCO Foundation, 263 Va. 151, 558 S.E.2d 280 

(2002), when ascertaining the meaning of Code § 2.2-507.1. 

Rather, this Court must examine the words that the General 

Assembly used to ascertain its intent when enacting Code 

§ 2.2-507.1. Miller v. Highland County, 274 Va. 355, 364, 650 

S.E.2d 532, 535 (2007). 

7
 Code § 2.2-507.1 specifically states that the assets of a 

charitable corporation incorporated in Virginia shall be 

deemed to be held in trust for the public for purposes 

established by the governing documents of the charitable 

corporation or other law. This statute further gives the 

Attorney General the authority to act on behalf of the public 

when a charitable corporation incorporated in or doing 

business in Virginia uses charitable property in a manner 

inconsistent with the corporation's governing documents or 

applicable law. Applying the plain meaning of the language 

the General Assembly chose to use when enacting Code § 2.2-

507.1, we conclude that the statute is quite narrow and simply 

confers upon the Attorney General the authority to act on 

behalf of the public to protect the public's interest in 

assets held by charitable corporations. This statute is 

devoid of any language that imposes duties upon charitable 

corporations. Those duties are found elsewhere in the Code of 

Virginia. 

 As we have already noted, Code § 2.2-507.1(B) states: 

"Nothing contained in this section is intended to modify the 

standard of conduct applicable under existing law to the 

directors of charitable corporations incorporated in or doing 

any business in Virginia." The General Assembly made clear in 

this provision that directors of charitable nonstock 

8
corporations remain subject to existing statutory and common 

law related to those corporations. Code § 2.2-507.1(B), by 

its express and explicit language, negates the imposition of 

any additional duties upon directors of charitable 

corporations. Rather, Code § 13.1-870, which is a part of the 

Virginia Nonstock Corporation Act, and the common law govern 

the standards of conduct applicable to directors of nonstock 

charitable corporations. 

C. 

 Code § 55-541.02(A), which is part of the Uniform Trust 

Code, states in part: 

 "This chapter applies to express inter vivos 

trusts, charitable or noncharitable, and trusts 

created pursuant to a statute, judgment, or decree 

that requires the trust to be administered in the 

manner of an express trust. This chapter also 

applies to testamentary trusts, except to the extent 

that specific provision is made for them in Title 26 

or elsewhere in the Code of Virginia, or to the 

extent it is clearly inapplicable to them. Section 

55-548.13, which provides the duties of a trustee to 

inform and report to the trust's beneficiaries, 

shall apply to testamentary trusts." 

 The plaintiffs argue that the College is a trust pursuant 

to this statute and, therefore, the College is subject to the 

provisions of the Uniform Trust Code. The plaintiffs assert 

that upon the enactment of Code § 2.2-507.1, the General 

Assembly "essentially decreed that corporate charities are 

trusts, thereby satisfying the statutory criterion that the 

9
trust [in this instance, the College] be created pursuant to 

statute." We disagree with the plaintiffs' contentions. 

We conclude that the Uniform Trust Code has no 

application to the College. The College is not an express 

inter vivos trust, charitable trust, or noncharitable trust 

created pursuant to a statute, judgment, or decree. As we 

have already held, Code § 2.2-507.1 was enacted to confer 

certain authority upon the Attorney General. Code § 2.2-507.1 

does not transform every nonstock charitable corporation in 

Virginia, or that does business in Virginia, into a trust that 

is subject to the Uniform Trust Code. 

 We also disagree with the plaintiffs' contention that the 

College is a trust pursuant to Code § 55-541.02(B), which is 

also a part of the Uniform Trust Code. This Code section 

states: 

 "B. Notwithstanding subsection A, a court, in 

exercising jurisdiction over the supervision or 

administration of trusts, may determine that 

application of the policies, procedures or rules of 

the Code is appropriate to resolution of particular 

issues." 

This statute does not authorize a circuit court to declare by 

judicial fiat that a nonstock charitable corporation is a 

trust. We hold that the College is not a trust and, 

therefore, the College is not subject to Code § 55-541.02(B). 

D. 

10
11

 The plaintiffs assign, as error, that the circuit court 

"erred by ruling that the doctrine of cy pres is not 

applicable to the facts alleged in the complaint and/or 

amended complaint." We will not consider this assignment of 

error because the plaintiffs failed to discuss this assignment 

in their brief. See, e.g., Teleguz v. Commonwealth, 273 Va. 

458, 473, 643 S.E.2d 708, 718 (2007); Winston v. Commonwealth, 

268 Va. 564, 590, 604 S.E.2d 21, 35 (2004); Powell v. 

Commonwealth, 267 Va. 107, 135, 590 S.E.2d 537, 554 (2004); 

Majorana v. Crown Central Petroleum Corp., 260 Va. 521, 528, 

539 S.E.2d 426, 430 (2000). 

IV. 

 In summary, we hold that Code § 2.2-507.1 does not impose 

any duties upon a nonstock charitable corporation. We also 

hold that the College is not subject to the Uniform Trust 

Code. We do not consider the plaintiffs' assignment of error 

relating to the cy pres doctrine because the plaintiffs failed 

to discuss this argument in their brief.3 Accordingly, we will 

affirm the judgment of the circuit court. 

Affirmed. 

 3

 In view of our holdings, we need not consider the 

plaintiffs' remaining contentions.