The Richmond Virginian. (Richmond, Va.) 1910-1920, 1912-06-24

written demand upon the said corr
poration that IL institute and prose-
cute legal proceedings FOR a decree Of
the court of competent Jurisdiction
to declare void. annul and set aside
the said resolutions of October ),
1911. and the pretended contract or
agreement arising from the accep- .
lance of said resolutions by the defen-
dants the said Virginia and Baltimore
Annual Conferences and to enjoin and
restrain all persons from acting or
proceeding under said resolutions or
under said pretended agreement or
contract, but said defendant corpora
ton. by the vote OF majority OF It's
trustees. namely. by vote of twenty
three to ten. refused to take any such
proceedings.
\ copy of said written demand
made at said meeting of April 10.
. 1917. and of the action taken thereon
! by the defendant corporation. taken
from the records of said defendant
corporation, the trustees OF Randolph
Macon College, and certified by its
secretary, s. C.. Hatcher, Is herewith
filed. marked "Complainants' Exhibit
c."
IA. That there are now two or more
vacancies in the Board of Trustees of
the def s1dant corporation occasioned
I by the death OF former trustees, which
vacancies IL the dities of the remain
ing trustees, or a quorum of them
to supply at the next regular meet
: Ing OF said board, to-wft., ut the arr~-
nual meeting to be held on the llth
day OF June, 1912. pursuant and Ia
obedience to the provision OF section
Of their charter, which directs that
=" when there he Vacancy occastonyd
by death, removal. resignation or re-
fusai TO act, the remaining trustees
or a quorum of them, shall supply
the vacancy but Z majority of the
present living members OF said board
to-wit, twenty-three out of thirty
eight who constitute the present
board, did at said meeting of the 10th
day of April. 1912. declare that they
! hold themselves bound by the pre-
tended agreement embodied in said
resolutions passed by the board on the
5th day of October. 1911. and there
after accepted by the said defendant
conferences and that instead Of
elccting such persons as In their own
discretion and judgment they regard
suitable, MT and proper to administer
their institutions and hold. manage
and apply the property and funds
that have been donated TO, and are
held In trust by, their corporation,
they will. at said meeting to be held
on the tn Gay Of June, 1919. and
II 80. t---t hereafter when vrr.ftr-irs-
exist in their board submit nomiha-
tions TO said defendant conferences for
approval by them and will elect when
approved.
18th. That as hereinbefore set
forth, the defendant. THE Trustees OF
Randolph Macon College" Il a cor
poratioH erected by the State, charged
with the execution OF certain trusts
imposed by the act of Incorporation.
and the method and f1laner OF It's
proceedings in the execution of said
trusts is directed by the act OF in
corporation. That the persons fer
whose benefit said trust is to be exc
euted are from the very nature. of
the trust indefinite and uncertain. but
the trust imposed Is vital and I'M
portant one in which the State and
every citizen thereof Is vitality in
terested. viz; The education Of the
youth who may come under the IN
, fiuenee of the institutions of learn
Ing under the care of said corpora
ton and who by means of the educa-
ton and learning so obtained. may
become useful and valuable citizens
of the State and carefully and intel
igentiy perform the duties OF eitizen-
shin. That among the important
named az trustees in said articles Of
incorporation, and their successors. in
the filing vacancies in their own
number By their own selection; thar
the complainants in this suit VINO are
also trustees or satd defendant COR
poration have been legally and strictly
in accordance with the terms OF the
act Of incorporation made members
Of satd corporation, and have been
thereby charged with the duty of per.
forming the trusts reposed in sara
corporation by said act OF incofpors-
t,on: that the majority Of the persons
now forming said CORPORATION have IN
defiance of the obligations Imposed
nuon them by the act OF lncofpors-
ton and in breach Of the trusts there-
in set forth passed resolution oV
which they have deprived SAID cor
poration of the right and power 20
perform the duty imposed upon II ny
the said act Of incorporation; 1hat
compliments who are members ~
said corporation have, as sucH'
earnestly and rersistentiy o"!c.'o ~.
,,ntad against and protested agaihs'
.ho Notation Of said trust hereihoe-
80 rnu,nIainsd Of and now pray
tha. This honorable court snail VAN
cnsnfgance and direction OF the trusts
oefned under said articles OF iieo'
,arot{nn and imposed thereby upon
sa{d corporate body, To the emu 80
,ba breach OF trust may be preVen.7o
and that the large and valuable prop
r,tv acnuireti by said corpofa'tos
-,...44.-ax,Eaiza and performing "
s,niytas nm der sssas &srtaciesc Of nicer
noration may not he diverted 1.o.n
.heir proner and lawful uss ana 10
this end the power of this court !.
,rguiate trustees in the discnarge "
their duties and TO prevent thf a'.
sion of trust funds ana the Fio'a''o"
of solemn trusts is invoked
ia. That complainants are ,
mat the said resolutions or octoueI
: taI1 whereby the trustees OF 'ne
attendant corporation offered TO SUI
i...a.-..,,.i subordinate their discr .l I
arS Judgment. in the selection OF per-
80 10 Hi vacancies arising III thci.
board to the dictation Of eccies'asticAs
hod,es by vesting power OF aV
nrovaJ or rejection In sach podisS.
;llsral. ultra wires and VOID ana ing
contract or agreement assumed 10
have been made by the aeceptanc.
Of said resolutions 10y the deiehaah.
conferences In Illegal. ultra Vires ana
yoId. because said resolutions, anu
said agreement are contrary ". ~
v.nistion Of and outside OF the cnar-
ter of said defendant corporation, and
n