The herald., 1895-10-16

Highest of all in Leavenng Power-Laes us. Govt Report
R@>!A!!! Rsklai2s
ABSOLUTELY PURE
ABSOLUTELY PURE

be confined. (Attorney General VS.. L tiCa
ms Co.. Johns. Oh. 1888. J" The French bank
case was also one where a receiver had
been appointed to take charge of the
property and the court say that such an
appointment would virtually operate as
dissolution OF the corporation ana the
ola district court exercising equity pow
ers had no authority to appoint receiv-
er in such case. This case is often re-
ferred to and approved, and never has
been overruled. The case Just cited re-
lated to COZ porations for profit, that is.
mercantile or business corporations. but
the same rule applies to corporations
formed for religious, social benevolent
or scientific purposes. Merrill Lodge VS..
Ellsworth, IS Cal. 16e, arose under
u corporation formed under the same
provisions of the code as the one at tn e
bar. The case arose out of dispute be-
tween the members as to the manage
meDt and control of the affairs of sub
ordinate lodge of Good Templars. 1t was
stated in that case that by the constitu
tlon of the grand lodge it was declares
that any subordinate lodge which
be deemed an extinct lodge and its char
ter should be forfeited; that the plaintiff,
by its conduct, brought itself W thin thid
provision and was suspended by the
grand lodge; and that the defendant,
Ellsworth, was appointed the deputy OF
sdlu SIaHu Culcl par anu was diIeOtcu
by him to take possession of the books.
papers and other property of the said
Merrill lodge and hold the same subject
to and until the further order of the
grand Judge, which said Ellsworth was
proceeding to do when the plaintiff Mer-
rill lodge obtained an injunction to Ere
vent him from carrying out such pur-
poses. The supreme court says in pass
ing upon the case that no question ap-
pears to be raised as to the rights of the
plaintiff or its members as members of
the order. The question presented is
one of property merely. And IN relation
to this, two controlling facts appear from
the record, viz, that the plaintiff is a
corporation duly organized under the
laws OF tho state of California, and that
it is the owner of the property in ques-
ton, in which the defendants have no
right, title or interest. 1t follows from
these facts that the plaintiff is entitled to
be protected against the acts of the defend
ants. The ownership of the property
draws to itself the right of possession
and control. And sincne the plaintiff is
corporation, it can only be dissolved
in the manner prescribed by the laws of
California. The provision of the consti-
tuition of the grand lodge that in certain
contingencies the subordinate lodge shall
be deemed an extinct lodge, and Its char
ter shall be forfeited, and the 'suspen-
sion by the grand lodge and the action
taken by the grand chief templar, have
not the slightest effect upon the legal
existence of the corporation. And as long
as 1t exists its affairs must be managed by
its duly elected officers as provided by
law" In Kohl VS.. Lillienthal. 81 Cal.
SIS, the court say that when a method
of procedure is prescribed by which cor
poration NAV be dissolved, that method
must be followed" Referring to the
modes pointed out in the code of civil
4
land why, it may be pertlnently asked.
should any court go out OF its wayto or
der distribution in any other mode or
under any other circumstances han the
statute prescribes. That was q corpora
ton again for profit. But in Ashton VS..
the Oashaway association. "a CAL. 81,
case was presented again of corporation
organized under the same provisions of
the law as the corporation in this case.
1t appeared in that case that the Dash
away association was Incorporated in 1862
and the articles were framed under the
provisions of the law for the inoorpora-
tion of 'reiigious, social, benevolent and
learned associations, and was formed
for the purpose OF promoting he cause
of temperance. The association had
numerous membership; there were 1855
names before the Incorporation and 1864
after the incorporation. In 1882, how
ever, from some cause the mem bership
udu uWlDuleu W III bu6 lOllUWlHS
year upon application made the associa-
tion was authorized by the court to sell
its property, and 1t was thereupon sold
for the sum of $4,000; $45, 900 of this
was used in the discharge of the in
debtedness, and S3l, 900 and odd was
placed in the savings bank and $73, 6OU
was divided among the SO members
including the trustees. Hence, the &C.
ton was brought by Ashton to prevent
this division and use of the corporate
funds, and it was held by the court,
THAT a benevolent association incorpor-
ated to promote the cause of temperance,
and not for pecuniary profit, cannot d.
vide any part OF tne corporate property
or funds among its members Even in
case of a dissolution, either voluntary or
involuntary. unless ether persons are ap-
pointed by the court, the directors or
managers of the affairs of such corpora
ton at the time OF its dissolution are
trustees of the creditors and stockholders
or mem bers of the corporation dissolved,
and have full power to settle the affairs
the corporation.--C, G. 400.
Proceedings may be had to prevent a
corporation, or the trustees or directors
thereof from diverting the property or
business of the corporation from the OBJ
iects and purposes OF It's organization.
Baker VS.. Duoker, 70 Cal. 365. a case re-
lied upon by the plaintiffs herein, but
which makes really for the defendants
was one of that character. The plaintiffs
were mem bers OF the First Reformed
church of Stockton, corporation which
purchased the property in question with
donated funds of its mem bers for the pur-
pose of using it as residence for its pas
tor, and the defendants had for fraudu-
lent purposes procured the name of the
corporation to be changed and thereafter
diverted the property from these tor
which it was purchased and originally
intended. The court say that the prop
erty was dedicated to the use OF the
church for which it was purchased, and
il was matter of no consequence wheth-
er some OF the church mem bers and some
OF the pesrons who contributed money to
make the purchase were Lutherans or
not; and thar the property was held by