State ex rel. Pittman v. Adams

• Decision Date: 31 October 1869
• Citation: 44 Mo. 570
• Parties: STATE ex rel. D. K. PITTMAN et al., Plaintiffs in Error, v. JOHN ADAMS et al., Defendants in Error.
• Court: Missouri Supreme Court

44 Mo. 570

STATE ex rel. D. K. PITTMAN et al., Plaintiffs in Error,

v.JOHN ADAMS et al., Defendants in Error.

Supreme Court of Missouri.

October Term, 1869.

[COPYRIGHT MATERIAL OMITTED]

Error to Sixth District Court.

E. A. Lewis, for plaintiffs in error.

I. The act of December 11, 1863, was inoperative and conferred no title to the curatorship on the defendants in this case. (Fletcher v. Peck, 6 Cranch, 87, 136; State v. Wilson, 7 Cranch, 164; Pawlet v. Clark, 9 Cranch, 292; 1 Kyd on Corporations, 16; Wales v. Stetson, 2 Mass. 143, 146; Terret v. Taylor, 9 Cranch, 43.)

II. If the amendment of 1847 was invalid for any cause, it was simply a nullity. It had no operation for any purpose, and, least of all, for vitiating the original charter or effecting a forfeiture.

III. If by any means a forfeiture was inaugurated, the Legislature had no power to proceed upon it as a consummation, until the fact had been judicially ascertained and adjudged.

Thomas Bruere, for defendants in error.

I. The act of December 11, 1863, is valid and effectual to vest the curatorship of St. Charles College in the defendants.

II. The act of February 6, 1847, and the acceptance of said act by relators, the filling of vacancies in the board of curators, and the appointment of most of said relators as curators, with the concurrence of the Methodist Episcopal Church South, were violations of the original charter.

BLISS, Judge, delivered the opinion of the court.

The circuit attorney of the 19th judicial circuit filed in the St. Charles Circuit Court an information, in the nature of a quo warranto, on the relation of David K. Pittman, Andrew Monroe, Trusten Polk, Asa N. Overall, Daniel A. Griffith, Samuel Overall, Norman Lackland, Lloyd Dorsay, Wrenshall D. Fielding, John A. Talley, James S. M. Gray, Thos. W. Cunningham, James Campbell, Robert B. Frazier, Richard E. Bland, Dennis McDonald, John W. Robinson, John Atkinson, Joseph Boyle, Enoch M. Marvin, Edward A. Lewis, and David K. McAnally, against John Adams, George A. Buckner, Peter Hansen, Robert Bailey, Sr., Theodore Bruere, Nathaniel Reid, Henry Borgman, Benjamin Emmons, Jr., W. B. Adams, James H. Robinson, Henry A. Clover, Charles D. Drake, Dr. M. L. Linton, Dr. John Conzelman, and Frederick Muench, charging them with usurping the office of curators of the St. Charles College, and alleging that the relators are rightfully entitled to the office.

The relation sets forth, in full, the charter of the college, granted February 3, 1837, which recites that the institution was founded and has been supported at the private expense of George Collier; that, for the purpose of giving it permanence, elevation, and extensive usefulness, he desires, with the aid of others, to endow it and place it under the direction of a board of curators, who shall conduct it on the principle of its foundation, namely: as an institution purely literary, affording instruction in ancient and modern languages, the sciences and the liberal arts, and not including or supporting by its funds any department for instruction in systematic or polemic theology, nor instituting any regulations which should render a place in its classes offensive to reasonable, liberal-minded persons, whatever may be their religious opinions; and enacts that George Collier and twenty-eight other persons (naming them), including said Trusten Polk, David K. Pittman, and Andrew Monroe, and their successors, become a body corporate under the name of the “Board of Curators of St. Charles College.” The charter provides for the organization of the board, twelve constituting a quorum, for filling vacancies by the board, expelling members for cause, and gives other necessary and usual powers for the ends of the organization.

The relators set forth an amendment to the charter, approved February 6, 1847, changing, somewhat, the character of the institution, by placing it under ecclesiastical influence or control, which amendment provides that the concurrence of the Missouri Annual Conference of the Methodist Episcopal Church South shall be requisite in filling all vacancies in the board, upon the Conference affording to the board satisfactory assurances for the maintenance and endowment of the college; and they proceed to state the regular organization of the board; that it met and transacted business regularly under the original act of incorporation and its amendment until their ouster; and particularly that on the 21st of December, 1850, the amendment was regularly accepted by the board.

They also state that, except the said Pittman, Monroe, and Polk, who were named in the original charter, all the other relators were duly elected members of the board to fill vacancies as they occurred, specially setting out the time of each election, and that all the elections after February 6, 1847, were with the concurrence of the Missouri Conference of the M. E. Church South; that they all took upon themselves the duties of their office, continued to hold and enjoy the same until the wrongful usurpation of defendants, and are still entitled to the same. The relation charges that the defendants, on the first of January, 1864, usurped and intruded into the office of members of the board of curators, and have ever since unlawfully held the same under color of authority granted by the act of the General Assembly approved December 11, 1863, amendatory of the original act of incorporation; avers that the board never accepted said amendment to the charter; that it is in conflict with the original act and its former amendment, and with the constitution of the United States, and is null and void. The preamble to the last-mentioned act recites that a large majority of the members of the board of curators of St. Charles College have failed to take and subscribe the oath required by an act of the General Assembly, entitled “An act relative to railroad directors and other officers or trustees of any incorporated company or institution,” approved March 23, 1863, and that “by the terms of the last recited act, the offices of said curators so failing to take and subscribe said oath have been and are vacated;” and that “in consequence of the vacancies in said board of curators the number of qualified curators has been diminished so that a quorum for the transaction of business can not be had;” and the act appoints the defendants, together with Arnold Krekel, John Orrick, and Edward A. Lewis, qualified curators of the old board, as the curators of the college, and makes some other amendments not important to consider. The defendants demur to the information, and judgment was rendered in their favor in the Circuit Court, which was affirmed in the District Court.

The defendants combat the claim of relators upon the fundamental ground that most of them were never entitled to their positions, not having been elected according to the provisions of the original charter, but under an amendment, itself a violation of that charter, and also upon the ground that they were properly ejected by the act of December, 1863, for not having taken the oath required by the act of March previous. The relators, on the other hand, contend that this amendment was lawful; that the acts of March and December, 1863, were unconstitutional, and that their removal was illegal.

The relators may have, first, an absolute right to their places--a right that would be sustained without reference to the question of possession, and even under lawful judicial proceedings against them; or, second, a right to continue in possession until removed by such proceedings. Our views upon the second question might relieve us from the expression of any opinion upon the matters embraced in the first; but the labor of counsel and the attention of the courts below have been chiefly directed to them, and their decision will become necessary to a final settlement of the controversy. The interests of the college and of the community require an early adjustment of all matters in dispute, without the necessity of again coming before this court.

Both parties seem to rely upon the same general principles governing corporations, and the power of the State over them and the relators especially press upon our consideration the authority of the case of The Trustees of Dartmouth College v. Woodward, 4 Wheat. 518.

The limitations upon the power of the Legislature over a corporation like the St. Charles College, as elucidated in the able and elaborate opinions in the great Dartmouth College case, leave little to be said except in their application. That such corporations are private as opposed to municipal, or such as are owned entirely by the State; that they are strictly eleemosynary, contributing to our higher wants, and generally furnishing, to the comparatively poor, opportunities otherwise beyond their reach; that private contributions for the endowment of institutions of learning, on the faith of a charter, constitute a contract between the contributors and others interested and the State; that the contribution is a sufficient consideration for the franchises given by the charter, the whole constituting a valid and binding agreement not to be impaired by the State nor avoided by the corporation; that the trustees named in the charter, and those chosen as their successors according to its terms, are not only trustees of the fund, but also take the place of the founder of the charity as its lawful visitors and overseers--their trust implying an obligation to govern according to the statutes of the founder as embodied in the charter; that in fulfilling this obligation they can be controlled as other trustees, the only duty of the courts being to see that the trust is faithfully executed; and that any statute making a substantial change in the charter, as by the addition of new trustees, or by a material change in the manner of choosing them, in the mode of expending the funds, or in the objects of the charity, impairs the obligation of the...