Evening star. [volume] (Washington, D.C.) 1854-1972, 1893-02-17

Lsiu u IL SIdChtllOiu
The Washington Grove Matter Again. |
To the Editor of The Evening Star:
The article in TIE STAR OF the 10th instant |
stated that the suit was brought because of the !
illegality OF the election OF the trustees and |
notvi,h- landing the bill was dismissed for want
OF jurisdiction, the object of the bill was gained
nevertheless. In an article published in TIE
STAR by the ''trustees' on the 18th instant they
deny that the real object of the suit Was gained
as to stock voting. and state that the court de-
cidcd nothing whatever as TO the merits of the
case.
The decision of the court is clearly expressed. !
follows: The set down for hearing
has been ably argued by counsel tGr the parties
on bill. answer and demurrer and submitted to
the court. II is contended the part of the
defendants that the provisions OF section IS,
article %, of the code of public general laws in
reference to the election OF officers of corpora
tons having capital stock are notapplicable to
the election of the trustees of the defendant
corporation by reason of the religious and social
character of said association. This contention
is not well founded. and cannot be sustained.
The said corporation is authorized by its
charter to make rules and bylaws for the man.
agement of the affairs of said association but is
not authorized to make bylaws prescribing the
mode in which the election OF its trustees shall
be made. That is done by article 90, section So.
of the code and section 6 of the act of 1890 the
former enacting in all corporations heretofore
formed or hereafter b be formed under the
general laws OF this state, under any special
law, having a capital stock, and in which there
are stockholders all elections shall be by ballot
and each stock holder shall be entitled to as
many votes as he owns shares of stock in said
poratlon, and the persons receiving tho greatest
number OF votes shall be trustees. managers or
directors and the latter, that the stock
holders of the said corporation at the annual
meeting, which shall be held on the grounds of
the association on the 30th day of May of each
year. provided thai whenever the day of the
month fixed for the annual meeting shall fall
on Sunday then the annual meeting shall be
held on the following Monday, or at such other
time as NAV be designated by the association
shall elect board Of nine trustees. who shall
be stockholders In said association. to manage
the affairs of said association according to the
rules and bylaws OF said association
There il no exception in favor of religious
corporations IN said section So. article %, of
the code, and lis provisions apply well to re-
ligious as to all other corporations. the defend
ant corporation coming within the spirit as well
as the letter of said section of the code. Each
stakeholder present at the annual meeting on
the grounds of the association on the Both day
of May, 1892 which resulted in the election of
the present board of trustees. should have been
allowed as many votes he owned paid-up
shares Of the capital stock of raid association,
and having been denied that right by reason of
section of the bylaws of said association
(Which Is in direct conflict with section S. arti-
Gle %, of the CODE and restricted to one vote
each, without regard to the number of shares of
capital stock owned by him, said election was
irregular and Illegal A careful consideration
OF the authorities satisfies the court that not
outstanding said election was irregular and
Illegal il not void. but only yoidabie
and that the said trustees are the de
facto trustees of said association, and
being trustees de facto all their proceedings
are valid until they are ousted under legal pro-
ceedings instituted for that purpose and that
this court has no power under this bill and pro-
ceedings thereon to grant an Injunction re-
straining and prohibiting them from exercising
the functions OF performing the duties Of trus-
tees of said association, or 10 appoint receiver
to take charge Of the property and control the
affairs Of said corporation until the next annual
meeting of the stockholders and an election of
a new board of trustees. The demurrer must
therefore be sustained. The plaintiff is not
however, without remedy; il he has reason to
believe that the officers of said association will
refuse TO permit him at the next annual
meeting of the stockholders. to be held
on the grounds of the association on the
Both day of May next for the election of q
board OF nine trustees OF said associa-
ton TO cast as many votes as he has paid-up
shares of the capital stock of said association
he apply to the court for q writ of
mandamus 10 compel said corporation and its
officers to conduct said election in conformity
to the provisions of section SO, article 23 of the
code. Motter ct al. VS.. Primrose. 90 Nd. 4s3.
The said trustees being the de facto trustees of
said association had legal right to make all
such assessments as were authorized by the
charter and bylaws of said ASSOCIATION and to
collect the same until they are ousted under
legal proceedings instituted for that purpose
IL they have made assessments not authorized
by their charter and bylaws and the amount
involved is sufficient to give the court jursdic-
ton this court can restrain them from collect
ing the same by injunction. The allegations of
the bill that the assessments complained Of
were unjust, arbitrary and illegal and made in
utter and fragrant disregard and violation of
said charter and bylaws denied by the de-
PENDANTS In their answer, and the prayer of the
bill for an injunction to restrain the said
trustees from collecting the same must be de-
MED.
The assessment which the plaintiff is required
to pay (SS) being less than the amount REQUIRED
to give this court jurisdiction, section 81 arti-
Gle I6, code of public general laws. the court
will not retain the bill for proof as to whether
the said assessments were made in conformity
with the charter and bylaws of said association
or not. Entertaining these views will pass an
order ruling the demurrer good and Diminishing
the bill. the costs of defendants as taxed bv
the clerk of the court, to be paid by the plain
tiff"