The enquirer. [volume] (Richmond, Va.) 1804-1815, 1809-12-09

as alegitimate change by the society. Itself.
ct 40 ordinary regulation, or rs a snrSendcr
,lrul destroyed a Fundamental one, the eff
scct ~ to the question before us, is precise.
iy Re same.
have thus dispatched, as we'll as. time
viii permit. the great question on which
,bis case depends. Vt remains 70 say, that
no act can he done by the society, but in
G"neral Meeting, as to the time and place
o: which, the law has provided, there shall
be full aud adequate notice: and this is snf-
hcient security against surprise. will also
add, that if any Class or set of individuals
are so peculiarly circumstanccd, as that
their interests should conflict with those of
the majority of the society, while they have
undoubtedly contracted to be bound by the
suttrages OF that majority. they are also
protected from oppression, by the liberty
guaranteed them, of Withdrawing from the
Institution altogether. II is better that an
announcement member OF the society should
be Topped OFF. than the whole body Corporate
should perish.
One objection of minor character vet
remains to be disposed OF. 1t is hat the re-
Fositon, under which the quota in questi-
on was demanded, is illegal; it having been
adopted by President not duly elected, it
is said, he not having been previously e
lected Director.
BY the original Act Of 1894, the power of
choosing president and directors. without
any restriction whatever, is admitted to be
long to the society at large, in General Meet
Ing. by the act of laos, the Legislature
has provided tina. the President shalt be che
sen our Of 5 Directors, the whole TO be cho
sen by the meeting; whence it is Inferred
there mcst be two separate and distinct cleo
lions. The objection in question does not
come well, from those who contend. that the
mi r. ont f,,n< OF ,scin
which even the Legislature is not compe.
tent to alter. ! will not stop to enquire,
whether the society at large acquired an
exclusive and indefeasibla right in the pre-.
misses, under the original act Of 1894. which
Will bear out the present proceeding: | will
consider the Case as standing under the act
OF 1905 only-I will here remark, that
understand the case agreed, as only admit
ting that Mr. McRac was not Previously APP
pointed a Director, by separate and dis
tinct app iutmenr: do not understand it to
admit that the society did noe appoint hin,
a director eodem .fatu, that they appoin'c :
him president BY the terms of the act of
1906, freUisns election, as Director, is
not necessary ; and, certainly, there can be
no substantial reason for giving to it, such
construction. There can be no real utility
IN figuring an unnecessary Circuity of pro-
Ceeding; and as a treUions election, as Di
was no objection to the Society outstanding
their sime by appointing president and di
rector, Doth of which characters are to
combine in the same person. at one ballot.
In every view of this case, therefore. | am
ofopinion, that the judgment of the district
court is correct, and ought to be affirmed.
JUDGE FLEMING-The appellant, in the
court below rested his defence on two points
list, that Alexander M'Rac, who acted
as President of the said Society, when the
said resolution was passed was not duly 8.
lawfully elected he not wing been previous
to his appointment as president, appointed
Director, as by law directed and 2ndly
that the motion could not be maintained un
der the act of 1894, for establishing the so
ciety; The requisition on which it was foun-
ded not having been made in conformity
herewith; nor under the act of January,
1905, lately adopted at general meeting ;
the SAID acf having attempted to increase
his risk, without his consent.
With respect to The first collection, there
seems 10 me-, to DC no weight in ii; by a re,
aaiation OF the society made in the year II 95,
its business was managed by President and
fourteeh directors: that regulation having
been found IiCOnvCnient, it is by the 9th
section of the act Of 1905, declared, thar
a. there shall he in future only three
directors, ont of qph0m a president shall DC
chosen" | Coustruc this clause in the act,
III the same manner as if the words had been
q there shall be in future oni three Clrec.
tors, one Of whom shall be president" And
as to the mode Of his election, it appears to
me inmater;a! whether he was frs elected
1irestdent and afterwards the sane day che
sen one OF the fh,re directors, or had been
hrst chosen director. aud afterwards cleo
tea president; 40 he was on the same Gay
(and fonS before the resolution making the
Iequisltlon III qnes'ion) both president and
one o the three directors AVID so it was
admitted by the app't counsel in the argu
Inent, which was pc fectly COnsis ent with
the true meaning and spirit Of the law.
AS to the second objection, Thar, at first
view, seemed to nave been of more conse
ruence; but, OH due consideration, that also,
seems to be unavail'ng. The first institute
on OF this socie'y, which, as was generally
supposed, would be of great convenience and
utility to the community at large, was mere
matter of experiment, aud which must pro
baby under.;" such changes and mod,ficat
ens as experience should point out, in order
to make it more equal and extensively Use
ful TO the community. In contemplation then,
OF these circumstances, the Legislature in the
act that established and incorporated the
society, provided by special clause for the
purpose, tnat % the soci' ty, or a ma ority
OF them, shall be az libc:ty, from time to
TIM, to GtftT and an end ihe rules and re
S"Iat>HS as they may judge necessary y.
30 win respect 10 the Constitution of the
United states, which was composed by the
collected wisdom Of the whole union, after