Telegram-herald., 1890-09-25
INJUNCTION DENIED
AID ths Restraining Order SCI
Aside - Judge croge.
TIE FAIR cgOryD xlnEa SEIILD
IL f4fsF - ths Dir~etsrss 2aa ahss AFs
>astxiuea ~ IhsiE Aetioa A. f4F-
Shas<fs ~ ths N4aasFFSst
~lse-Hls Hoaorfs opiaseh.

t@-F - - - tlEEl N<ettttA-t - al = $50
Circuit eoart Is eo0cerneds Judge Grove
rendering his deeisloD Ia favor Of TIE
directors, ard they are sustained u 4
taeir scuon a. purchasers Of TIE Wander
pool ste. H.s opsnioa vii be Of interest 1
10 everyone, and the psth OF Il 5 given
below. lie sad:
"The eomplAinants contend that the /
authority 10 provide and nj up other /
grounds resides IA the society Al large, |
OF. at least, II Il rests With the board, |,
that under The act Of 1855 il could not /
be exercised by the board, exeep, by
vote OF five OF the directors while tue
defendants claim that the authority be-
longs 10 the board aud may be exercised
by vote Of majority OF quorum.
These are purely legal questions
Upon their determination the whole
ease depends II under the above statute
the Board of Directors have authority
by majority of the quorum to provide
ana III up other and more commodious
grounds. u is immaterlsl whether the
purchase has been completed, or lacks
some iOrmality TO complete Il. The |
board may go on and complete It's work |
if II has the power under the law 70 do !
so, and courts will not interfere. Ana
II vote of five directors IS necessary,
the Injunction could 80 no further than
to restrain the board tli the requisite +
e.
controverted question OF fact IN this
case 20 be determined 10y proofs that
can affect the questions involved so IS
10 render Il equitable or expedlent to
continue the Injunction till the iina.
| hearing, whether the site selected Is .
suitable one is question TO be de
termined by the directors, If they have
the authority 10 select, according 20
their own judgments, and courts have
no power TO interfere with or cOntgo
them IN the exercises OF discretionary
powers.
"What, then, is the true constructors
of Sec. of the act of 1855? | think i
is very plain that the authority TO pro
vide and lit up other grounds after the
sale OF the Old, rests with the board q!
directors, or board of management. Is
termed ty the law OF 1885, and not wiz
the society at large. BY the terms q
the act under which the society was
first Incorporated these officers and d..
rectors constitute a board whose duty
1t IS 10 manage the property and Goa.
Germs OF the society. By the act OF lsoJ
/ the sale could only be made when or
! dered by a proper vote OF It's directors
and section , of the act, 10y far con.
structiOn, imposes upon the board oil /
directors the duty OF providing and TT
ting up other grounds IN case of sale OF
| the old.
"Can they exercise that power under
| the act of 1885 by vote OF less than
five. | think they may. The manage
ment and control of the funds
of the society always belonged to
| the board. Land for fair ground pur-
poses is one of the first necessities Of
! the Agricultural Society. Its board OF
management whose duty 1t s TO "so
manage the property and cor Germs
SAID society as will best promote the in
JerestS OF agriculture, ht rticulturo
and mechanic arts" could not wei
perform that duty without provid-
ing and fitting up fair grounds. Under
! the act of 1885 it becomes a positive
| duty toprovide and fit up pothergrounds,
and is not the exercise by the board of
extraordinary power. think ma
! jority OF the quorum possesses the pow
/ ei under the act of 1885. The power to
/ sell under section ! of the act Is re-
stricted, as il should be, because it Gre
ates an authority to dispose of property
! of the society necessary for It's incor-
porat.on, but the power to provide
other property given by section Is
I 80. a -. .f A.
/ without restriction. But suppose n
vote of five was necessary under that
/ statute, suppose the statute IN express
terms required such a vote for the Sc.
| lection of site. the defendants ought
not to be enjoined "a prayed by the bill,
| hut only restrained from acting without
the requisite number Of votes. At the
meeting of August 20, seven OF the
eight members constituting the board
were pres ut. Director Malcomb
was absent in the state of Wash
| ngton; four of the seven members
present voted for the Nanderpool site.
and a motion was also carried request
| ing the owners 10 submit their deeds 10
| Mr.. Uhl or Mr.. Crane. and on approval
| thereof that the purchase money be
| paid. September lst Director MalcOmb,
! on learning of the action OF the board
| and the selection and the purchase of
the site, sent a written communication
to the board expressing his approval Of
| their action. His answer has been filed
since the hearing and ne declares there
! IN his approval of the selection and
| purchase and that II not restrained by
the injunction will ratifv the action OF
the board by bis vote when he can be
present. The fifth vote would, there
fore. not be wanting long, for it ia
manifest that five members Of the
board favor the site selected. But
think the majority Of the quorum y
/ sufficient. the action OF the board is
legal and that the defendants ought
not % be restrained from providing or
fitting up grounds for tbe use of the
society for fair ground purposes.
The writ Of injunction isdenicd and
+ the restraining order set aside"
The compiainsnts declare their nten-
ton % carry the matter 20 the Supreme
court. while tae directors assert their
+ confidence Of the result even IN that
case, and say they wiil 20 % work At
once improving the grounds. preparing
a track and erecting buildings.
E
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