The New York herald., 1875-12-03
TAMMANY HALL.
THE FORFEITURE or IT'S cHARTER-How THE
SOCIETY CAN DE DISSOLVED OPINIONS or
LEADING LAWYERS

SOCIETY CAN DE DISSOLvED-OpIRIONs or
LEADING Lawyers.
From the Evening Postl
The recent publication in the Evening Post OF his
tory OF the Tammany Society has attracted much at
tention the legal standing Of that body view or
its notorious departure from the objects Of its incor
poration. The charter, which We recently gave in
full It granted by the Legislature in 1906 pro-
vides that the members OF the Society may hold real
and personal property in their corporate capacity,
for the purpose Of enabling them better carry into
effect the benevolent purpose Of aording relief to the
INDECENT and distressed The preamble to the act OF
Incorporation forth the object Of the Society to be
sthe purpose OF anording relief to the distressed
members of the said association their widows and or
pnans, and others who may be found propcv objects
of their charity" No other object is named In the
charter.
Application has been made TO a number Of leading
lawyers ascertain their opinions as to the legal
grounds existing for compulsory dissolution Of the
society, and the methods which can be adopted 10
reach this end. 1t has been commonly supposed
among laymen that the Legislature had power to re-
peal modify the charters Of all private Corporations
but in this the remedy for abuse appears to lie
wholly in the At least this the opinion Of
the lawyers consulted who willing to pronounce
definite Judgment 1t also appears that there is ade-
quhLe pTONlhOH Vi oT INC VI SVlpo-
rations which misuse their, chartered privileges
If those dependent upon the will of the Legisa
ture.
Ex-Attorney General Francis c. Barlow. when ques-
toned upon the subject said that he believed there
sufficient legal for depriving the
Tammany Society of its charter. The power to
do so, however, did not rest in the Legisa-
ture. Since the decision of the famous Dart
mouth College by the Supreme Court of the United
States 1s19 had been held of ncorpo-
ration unless specially limited could be repealed
materially altered by State Legislature on the
ground that it was contract within the meaning OF
the provision the Constitution OF the United States
which forbds any State TO pass law imparing the OBJ
legations OF contracts After this decision II became
the practice in this State to insert clause in acts OF in
corporation making them repeaable at the pleasure OF
the Legislature. Finally, in December 1927, general
law was passed, as loows:-
The charter of every corporation that shall hereafter be
granted by the Legislature shall be subject to alteration
General Barlow said that the charter Of the Tammany
Society could not within the operation OF any OF
these limitations il granted in 1905 The case
OF the society would, however come directly within
the provisions of law which relate to the misuse of
porate powers and provide remedy by judicial pro-
ceedings
Section 430 of the Code is as folows:-
An scton be brought by the Attorney General in the
Of the people 0 this state @ On fsys liza by ns
ing the charter annung the existence Of corporation
Fira-oend against any Of the provisions Of the act or
acts creating altering or renewing such corporation
corporation Orieited BY
Tard-Wheneyer shall forfeited its privileges or
H sa as "es
which surrender OF its corporate rights priy
fVn-when it shah exercise franchise privilege
And shall be the duty ofthe Attorney General whenever
he shall have to believe that Of these acts
e sned S s II
securi to
this State against the costs and expenses to be incurred
The section provides that 'leave to bring the
action may be granted upon the application of the At
torney General and the Court or Judge may, at dis
cretion direct notice of such application to be given
corporation its officers previous granting
such leave and may hear the corporation In opposition
thereto.o
General Barlow said he thought it perfectly clear
that the charter of the Tammany Society could bc for
feed under the provisions of either the third the
fifth clause in section 43o The society had forfeited
It's privileges by failure to exercise its charitable
powers and also by its exercise of functions whicE 1t
not incorporated to perform.
When Attorney General, be had occasion to proceed
agatnst two corporations the latter ground One OF
these the New York Plate Glass Company, which
was incorporated under the general act for manutac
turing purposes, but which began the busi-
ness Of insuring windows against breakage.
The other was the Mutual Benefit Society
OF the United States which Incorporated under
the general act relating 70 benevolent organizations,
but found 10 be substantially doing life insurance
business. He brought suit In the name of the people
against both OF these companies, and in each OBJ
ground that was exercising powers not conferred BY
its charter.
The principle of law was perfectly plain that corpo-
ration organized to do one thing could not do some
thing else entirely different The Tammany Society
was incorporated for benevolent purposes but neg
ecng these had devoted itself entirely TO the manage
ment of local politics 1t therefore legally guilty
of both and misuser Of its corporate powers
General Barlow also suggested that the members Of
the society might be proceeded against by the Attorney
General of his own motion, under the provisions OF
section 432 ofthe Code This provides that action
bal a~hf h9N In
OF the people OF this State upon his own information
upon the complaint ofany private party when any
cation number OF persons shall within this State
as corporation without being duly incorporated.
He thought that suit might be brought against the
sachems and other members OF Tammany under this
enactment saying that when they set the charter OF
1906 a defence the reply would be that il did
corporate them TO conduct the business in which they
engaged.
Another prominent lawyer however who wished 70
have his withheld did not think that this mode
OF proceeding would be successful He said that tho
only proper method was suit under the provisions Of
section f30 tho ground Of msuser
Under the Dartmouth College decision, which had been
reafiirmed again and again. the Legislature had
power IN the matter.
Judge Enoch l. Fancher, after examining the Tam
many charter and referring to authorities expressed
the oninon that the charter was legally forfeable
both gTounds-non performance and misuser. He cited
the following passage in Abbotts digest Of the Law OF
Corporations
Of the conditions incorpo-
ration s isuser that will forfeit ihe grant Tho
which applicable the grants individuals
70 be applied 70 grants OF corporate power by the act OF ncor
poration.
Annexed TO this statement OF the is reference,
among other cases, TO the decision Of the Supreme
Court of this State 1910 in the of the People
against The Kingston and Middletown Turnpike Com
pany % Wendell 1873 The opinion Of the Court in this
rendered by Chief Justice Nelson, who de-
clared that performance of the conditions OF
act Of Incorporation misuser which would forfeit
the grant even At common law.
Mr.. Austin Abbott, when applied to on the subject
said that he not sufficiently familiar with the
Of this case 10 give an unqualified opinion Of it's merits.
IT. however the fact could be established that the Tam
many Society, incorporated benevolent organIza-
ton had entirely ceased TO be one its charter could be
forfeited. Neglect TO exercise its powers was
forfeiture per u. The remedy lay in the courts,
through action instituted by the Attorney General
Under the decision in the Dartmouth College case a
charter granted before 1927 could not be repealed by
the Legislature
Mr.. Nelson J. Waterbury ex-Grand sachem OF the
mmany Society, declined 20 express opinion
tho legal grounds for taking away the charter When
asked the question Of fact, whether, throughout his