Middle Tenn. Elec. Membership Corp. v. State ex rel. Adams

• Decision Date: 07 March 1952
• Citation: 29 Beeler 513,193 Tenn. 513,246 S.W.2d 958
• Parties: , 193 Tenn. 513 MIDDLE TENNESSEE ELECTRIC MEMBERSHIP CORP. et al. v. STATE ex rel. ADAMS.
• Court: Tennessee Supreme Court

Page 958

246 S.W.2d 958

29 Beeler 513, 193 Tenn. 513

MIDDLE TENNESSEE ELECTRIC MEMBERSHIP CORP. et al. v. STATE ex rel. ADAMS.

Supreme Court of Tennessee.

March 7, 1952.

Alfred T. MacFarland, Lebanon, Alfred B. Huddleston, Murfreesboro, for appellants.

Hoyt Bryson, Woodbury, Granville S. Ridley, Murfreesboro, for appellees.

TOMLINSON, Justice.

Dr. K. T. Hutchinson was elected a member of the Board of Trustees of the Middle Tennessee Electric Membership Corporation for the year ending August 24, 1951. The question presented is whether under the by-laws of that Corporation he was eligible to be a trustee that year. The Chancellor held that he was not. Dr. Hutchinson individually, and as President of the Board, and Mr. Odom, as Treasurer, and the Corporation have appealed. They were the defendants.

Middle Tennessee Electric Membership Corporation was created for the purpose of supplying electric energy to its members in a specified area embracing seven adjoining counties or parts of counties. One of these counties is Rutherford. The governing body of the corporation consists of nine trustees who are elected annually from and by its members. The officers are elected from and by that Board of Trustees.

Appellant, Dr. Hutchinson, has been a member and president of the Board since the organization of the corporation in about 1936. His domicile has continuously been, and is now, Rutherford County.

The by-law in question (Article II, Section 2) provides: 'No member shall be eligible to become or remain a trustee or to hold any position of trust in the Cooperative, who is not a bona fide resident in the area served by the Cooperative'.

In August, 1949 Dr. Hutchinson became an Assistant United States Secretary of Agriculture. The duties of that office made it necessary for him to actually reside in or around Washington. Accordingly, he took his family in August of 1949 to a place in Maryland where he and they now actually live in an apartment rented by him. He will return to Rutherford County when he ceases to hold his present office in Washington.

The by-laws require the Board of Trustees to meet once a month, in addition to any called meeting. These meetings are at Murfreesboro. The members are paid a per diem for attendance at these meetings and travel expenses to and from their places of residence and the place of meeting. Dr. Hutchinson, since going to Maryland, has generally traveled by plane in attending these meetings. His expenses are paid by the corporation.

The by-laws of a corporation are as much a part of the law of this corporation, so long as they are in force, as are the charter provisions. State ex rel. College of Bishops of M. E. Church, South v. Board of Trust of Vanderbilt University, 129 Tenn. 279, 341, 164 S.W. 1151. When the construction of any such by-law is called in question its construction presents a question of law. That question here is as to what is the proper construction of the expression 'a bona fide resident in the area served by the Cooperative' in Article II, Section 2 of the by-laws providing that no member who is not such a resident shall be 'eligible to become or remain a trustee'.

Though an individual may have only one domicile, he may have two residences, one of them being his legal residence and the other his actual residence. Denny v. Sumner County, 134 Tenn. 468, 474, 184 S.W. 14, L.R.A.1917A, 285. Dr. Hutchinson's legal residence is undoubtedly in Rutherford County. It is equally clear that his actual residence is in Maryland. So, our problem gets down to the question of whether the expression 'bona fide resident' in Article II, Section 2 of the by-laws means actual residence, as well as domicile.

Section 1 of Article III of the by-laws provides that the 'nine trustees shall be elected so as to give equitable representation on the Board of Trustees to the geographical area served by the Cooperative'. The Chancellor took this by-law into consideration in construing the expression 'bona fide resident...