The Savannah morning news. (Savannah, Ga.) 1900-current, 1903-12-04

! which has been beautified and adorn-
/ ed, first by nature and then by art,
! can be protected and cared for with
/ out some such rule or regulation as
! embodied in these bylaws.
! 1t is undoubtedly true that the orig
! inal act Of Incorporation confines
| membership to owners or proprietors
| of the lots or subdivisions made in
| the original tract of seventy acres at
| Bonaventure described in the pream-
\ BILE of the charter. No others can,
| in the strict legal sense of the word,
1 be members of the corporation so long
as the charter remains in it's present
\ form. 1t follows that if what has
/ been done was not done by the au-
| thority of the lot owners, directly or
| indirectly, it is not the legal action
! of the corporation. Let us now ex-
| anime the case in the light of that
| statement of the law of the charter:
| In 1S47 Peter Wiltberger, who is the
| founder of Bonaventure as a ceme>
| terry, conceived the idea and carried
/ 1t out far enough to procure a char
| ter, and afterwards died without TAX
! ing any further steps so far as the
| evidence discloses. His son, William
H. Wiltberger, in 1869, undertook 20
| carry out his fathers plan for a ceme-
terry at Bonaventure, and the first
question which presented itself was
| one of ways and means from a finan-
/ cial standpoint. He, therefore, after
| taking the advice of counsel, learned
in the law inaugurated and carried
| out the scheme which is shown by
| the evidence in the case, and which
is involved in the contentious of the
parties. He and those whom he as
! ISOLATED with him advanced the neces-
| sary money to put the cemetery on
its feet. 1t was estimated that it would
require $4,000. OF this amount Wilt
berger subscribed a little over half,
| which presumably was the land. His
associates subscribed the remainder.
This was the cash capital of the COM
| pany. 1t was obtained from the par
ties other than Wiltberger who are
named in the deed from him as par
ties of the second part, dated July
l, 1853. The second deed, of July 2,
| 1869, from all of them to the cema-
| terry company defines clearly the
| character of the transaction. They
! conveyed the land to the cemetery COM
| pany for a cemetery for white people.
| They specified how it was to be con-
| trolled; they stipulated that lots should
be sold, and that the price or value
| at which they should be sold should
be jointly agreed upon by the ceme-
terry company and themselves. 1t stip-
| ulated that the grantors in this con-
| veyance should receive from the ceme-
terry company evidences of indebted
ness in the shape of script" IN the
| company in the amount which each
owned in the land, which was ascer-
tanned by finding out how much money
he had paid in; that 80 per cent. of
the money obtained from the sale of
| lots should be paid to them, pro rata
| by the company, and the other 10 per
cent. should be set apart as an ac-
| cumulated fund, the interest upon
| which should be applied through all
coming time, to the care of the ceme-
terry. 1t further provides, in express
| terms, that when the lots that they
had laid off had been sold, and the
money collected and paid over and in
vested as above provided that "all
claim and demand of said parties of
the first part, their heirs, executors,
administrators, or assigns, for and on
account thereof shall be at an end for
ever, and any and all outstanding stock
or script of said corporation issued
therefor as aforesaid shall thenceforth
be cancelled, annulled and void"
1t seems to me that this transaction
possesses all of the essential elements
of loan. 1t is true these people who
advanced this money are termed
stockholders, and it is true that they
received script" in the company as
an evidence of how much they were
entitled to have back, but it is never
thelesS true that by the express terms,
they were to be repaid in full from the
sale of lots, and when so repaid they
were to disappear from the scene of ac-
ton forever; their script was to be
cancelled, and they We're no longer to
have any claim or right of any descrip-
ton whatever.
Let US see if it was competent for
the Evergreen Cemetery Company to
enter into such an arrangement under
Its charter. Among the powers grant
ed by the charter to the corporation
was one authorizing them to make any
ordinance which may be expedient to
carry into effect the objects of this
act" and it is also expressly Clothed
with all powers incident to such a cor
poration." Among the powers con-
ferred upon the board of directors were
these; ITO lay out and ornament the
grounds; to erect suitable buildings, to
arrange and dispose of burial lots. and
make all necessary bylaws, rules and
regulations relative to the election and
duties of managers and their success
sors; the appointment of suitable Of
f1cers and agents, and their several
duties and compensation and the en-
ployment of workmen."
OF course, it is obvious that it was
contemplated in the charter that
money would have to be expended.
ITO lay out and ornament the grounds 1
to erect suitable buildings" and also
to provide for compensation for Off
GERS, agents and workmen clearly con-
templated the expenditure of money
by this corporations Here was a Gem
etery company with nothing but land.
1t is true that nature had made the
place wonderfully beautiful, but ma
ture had not fitted it further than this
for the uses of a cemetery. The char
ter contemplated that this work should
be done by the corporation; that the
grounds should be laid out and
ornamented; that suitable build
ings should be erected; that
officers and agents should be appoint
ed and compensated, and that work
men should be employed and paid. To
hold that the Legislature intended to
bring this corporation into existence
and provide that it had such duties
to discharge involving the outlay of
large sums of money in order to carry
out the purposes of the charter, and
then to say that at the same time
they intended to strip it of power to
raise money to pay for these things
ds construction which, in my opin-
ion, no court is authorized to place
upon this instrument. What was con-
templated was that they should raise
money from the sale of lots and apply
1t to these purposes. 1t is certain that
no one would buy "a lot in the wild
woods as they existed at that time.
1t would have been an idle waste of
words to say that you shall not lay
off and ornament the grounds, nor
shall Won erect S1Iita bla h,1ildipoS po,.