Daily globe. [volume] (St. Paul, Minn.) 1878-1884, 1879-01-15
SUPREME COURT.

SUPREME COURT.
Decision In a Case Argued at the October
Term.
The State of Minnesota es ,e., the attorney Gen.
eral. Relator, Us. Henry Fl. Sibley ct a., Re
spondents.
OPINION.
Substantially, the claim of respondents, as
set forth in their answer, is based upon the
proposition that the corporation which was
created by the Territorial act of Oct. 20, 1649,
contains and can contain but nineteen mem
bers, and those the corporators therein named,
and such others Us have since been or may here
after be chosen by such body to fill any vacan-
cies in their number occasioned by death or
otherwise, and that the corporate body as thus
constituted is rightfully entitled to the exclu-
sive possession and enjoyment of all the rights,
powers, privileges and franchises which were
conferred by that act. In support of this prop
osition it is claimed that the word associates in
the first section of the charter is without
meaning as there used, and has no force or
effect whatever. The claim is clearly repug
nant to the general rules of construction
which requires some effect to be given to every
word, or provision of a charter or statute
whenever it can be done without violence to
any other provision, or to the general tenor and
purpose Of the enactment as was said by CHI
J. Shaw, in delivering the opinion of the court
in Lechnlore Bank vs. Boynton ct. al, 10. Cush.
$50, the term associates as often used in acts
of incorporation is ambiguous. It may mean
those who are already associated with the per-
sons named Or those who may come in after
wards" Aud the inquiry here, as it was
there, is to ascertain in what sense the word is
used in the particular charter under considera-
| T., l1&1 g =
missible if necessary, to consider any compe-
tent evidence aleuade the charter in explana-
ton Of the ambiguity. If a charter granted in
terms t, several persons therein named, and
their associates, was i'll fact
granted upon the joint request
and application of those named and others as
ISOLATED with them, in applying for it, it
might reasonably be supposed that the legisla-
ture intended to embrace them all within the
grant and that the word associates was used
to designate those of them not specifically
named in the charter If, however, the grant
ees so named had no actual associates at the
time or if the charter was given by the legis-
lature of it's own motion and without solicita-
ton or application from any one, the use of
such item in the connection here formed might
very properly be regarded as intended to APP
ply to such persons as might become members
of the corporation upon and after its organi-
zation. And this latter is evidently the sense
consideration, for it is not claimed nor pre-
tended that it was procured by or upon
! the request OF the grantees therein des-
ignated by name or that it was founded upon
any petition or application whatever. That the
term as here used is not meaningless as claimed
by respondents is further apparent from the
language and the whole tenor OF the act itself
It is first enacted shat the nineteen persons
therein so designated and their associates be
| and they are hereby constituted, a body corpo
| rate, and public by the name of the Minnesot;
Historical society,"" and therein proceeding tt
are conferred, and how: and by whom, they
| shall be exercised, this significant language il
| used: ''And by that name they, the corpora
| tors named and their associates. and their sue
cessors shall be, and they are thereby made ca
| pable in law to contract ant
be :, ), contracted NV. with sue and b
scarcely have chosen more plain and unequivo
| cal language in which to express an intentio,
that the continuous al ifcial body it was abou
| to create should consist Of a membership com
posing the grantees named in the charter, thei
| associates and the successors of both thes
classes instead Of the Successors OF the origira
grantees alone, and that the powers and fran
chises vested in the corporation should belon!
to it as representing for the time being the en-
tire body of its then existing members of what
| ever class.
The grantees SO named in the act as the thel
sole possessors of the franchises had of course tn
exclusive right of rejecting the charter or O
accepting its provisions and organizing til,
corporation under it. When this latter VA
done their functions as such crigina
corporators merely were at al
end. The society thereupon at once sprang into &C
tive life and being a distinct corporate entity
| and became Immediately possessed of all tn
rights, privileges and franchises expressly conferred
the charter and endorsed With all such other Incl
ov1o off, i1foo -
belong under such circumstances to every private
corporation aggregate. It had, therefore, the RICH
to admit new members at pleasure, for every sucl
corporation possesses that incidental power when no
restrained by it's charter and the charter this IN
stance contains such restrictions. Angel anG
Ames on Corp Sec. 83. In the exercise of this, a.
ter provision it could provide general rules upon the
subject in it's bylaws, subject to alteration an6
amendment, prescribing terms and conditions Of
membership and the mode of admitting new mem
bers, or it could determine each case as it arose
according to it's own pleasure for in every case in
volvng the exercise of corporate power not other
wise regulated in the charter the sole law of the cor
poraton is the collective will of majority of its
members expressed while regularly acting together
in body in their organized capacity: The society
in this instance at it's first organized meeting anc
before the adoption of any bylaws, elected as its frs
president for the term of three years, without obec
ton SO far as appears an honored and distinguished
the duties of the office, and thenceforth for the
entire term continued to exercise its functions with
out question as to his right to do. He has since
been reelected and held the same Office and has al
ways exercised and enjoyed the rights and borne the
duties and responsibilities of member. Yet it is
now claimed that he has been such in fact and
IN law, for the reason that he not one of the
original corporators named in the charter, nor the
lawful successor of one, aud for the further reason
that for long time after the adoption of the const
tuition and bylaws of the society he failed through
nadverance otherwise to sign the same in accord
ance with direction therein contained. Like obiec-
tons are urged against the asserted legal rights of 9TH
or III oo
mltted under and in pursuance Of the bylaws and
constitution, recognized and allowed to act as mem
bers by the society in all it's corporate transactions
and doings for years, have nevertheless omitted
likewise to comply with this requirement of the by-
laws. The first OF these objections which applies
also ta all members who have been admitted under
the bylaws OF the society has already been sufficient
~ considered held invalid the ground that the
corporate right of admitting new members was vested
In the corporation representing all its members and
not in the original nineteen and their successors
alone. The other objection is equally untenable.
The provision of the bylaws in question is simply
directory: mere failure to comply with it, unin-
ewad oT as was m an the fact here fol-
in the corporate doings of the society
without wit out, -. question from anyone, viii
on and acquiesced in. The foundation of the right
of membership is the mutual consent and agreement
OF tho corporation and the party claiming or assert
OF membership has been distinctly recognized and
acted upon by both parties for years the right exists
unless there some specific provision in the charter
to the contrary. The election Of party to an Office
whose duties can only be performed by a member of
the corporation and permitting him to enjoy and
exercise it's functions for long period of time I'M
strongest character evdencing assent of the cor
Poration to the admission of such party to all the
rights and privileges of membership. Upon this
branch of the case the conclusion is that the cor.
porate body, which was created by the original char
ter OF Oct 2O 1849 consisted at the time the amend
atory act of March !, 1856, passed of the then
ms amin 1,o0,, o1,arc 81 !,
in the charter and such Of their associates as had
been Heretofore admitted to membership by the
society according to its bylaws III any other law
full way.
This bringsus to the consideration of the question