228 Mo. 514 | Mo. | 1910
This is a suit in equity, the purpose of which is to obtain a judicial interpretation of certain clauses of the plaintiff’s charter. The plaintiff corporation is an educational institution chartered under the general laws of this State, first in 1879, and again by amended charter in 1894. The college had existed as an unincorporated educational institution some years before 1879, under the care, and to a great extent at the expense, of its founder, George S. Park. From a small beginning it has grown to be an institution of large means, affording at present educational facilities to several hundred students and giving advantages to ambitious boys and girls, who have not otherwise means, to obtain education of a high degree by aid of their own industry and co-operation in the college work. It is an institution that reflects great credit on its founder and on that body of faithful men who have devoted their lives to the work. The charter gives to the board of trustees the power to fill vacancies, thus making the board self-perpetuating; it also gives them power to create vacancies by removal from office, but although now a difference has arisen between them touching the meaning of a certain clause in the charter, yet neither in the past nor in the present has there been or is there any reproach or charge of misconduct cast by one on another. We approach the consideration therefore of the point of difference between these parties with the highest respect for the opinion of each and with perfect confidence that on both sides the desire is to arrive at the true meaning of the charter.
In the first article of the charter it is declared that “the principles of the college shall be non-sectarian,
In article 2 of the charter it is provided that there shall be daily Bible readings, lectures, model Sabbath school, etc., besides a full course of instruction in science, literature and art. “In the male department shall be taught agriculture, business management, skilled labor and practical wisdom.” In the female department, household and domestic duties. By such means it was declared that the students would contribute largely to their own support while gaining knowledge. “It is designed to educate by practice, training and doing as well as by teaching, and these departments of skilled labor, and science, literature and art shall be under the supervision and direction of the most competent instructors that the funds of the college will permit the trustees to employ.”
Section 2 of article 3 of the charter is the section about which there is a difference in opinions, which difference has led to this suit. That section is as follows : ‘ ‘ The board of trustees are hereby forbidden to contract any debts against the corporation, or to mortgage the property of the college proper, or to do any act to erect a lien upon or incumber any property given, or purchased, or vested in it, in trust or other
From the beginning of the college it has subsisted on donations from various sources helped out by the labor of the students in its various industrial departments. Many of the donations have come with specific directions from the respective donors as to the particular purpose to which they are to be devoted, and about them there is no difference of opinion as to how they are to be used or applied. But there are, also many donations which have come without any designation by the donors of the purpose for which they are to be used, and it is in reference to these that the difference in opinions has arisen. On the part of the minority of the board of trustees it is contended that the charter means that donations of the last-named class must be invested in the endowment fund and only the interest arising therefrom can be used in defraying the expenses of the institution, while the majority are of the opinion that the principal of such donations may be used when necessary to defray general expenses of the college. The trial court adopted the view of the minority and held as follows: “And the court further finds from the pleadings and the evidence that the board of trustees of Park College now holds funds
In interpreting a clause in any written instrument it is well to read the whole instrument and derive light from its general controlling purpose, if we can.
Section 3 of this article declares that “The board of trustees shall have oversight, approval and direction of all endowment funds, of all real estate and personal property, and of all loans made of them.” Then it proceeds to mention the character of the securities in which the funds may be invested.
Quotations are made in one of the briefs from section 4 as throwing light on the subject; that section is as follows: “It is the earnest desire of the friends of this institution that it be established and built up hy wisdom, and stand forever and go on improving like the older institutions of Europe and America. To accomplish this purpose it is suggested that the board of trustees look most critically into the way things are going and make wise provisions for future contingencies; if any trustee neglects such care and caution, request him to resign and appoint another. It is a positive wrong to be indulgent to incapacity or inefficiency, to idleness, wastefulness or any other unfit
' At or about the time of the incorporation, Mr. Park, the founder, executed a deed of gift to the corporation conveying certain land described by metes and bounds “in or near Parkville” in Platte county, on which was situated a college building, one that had been in use as such before the incorporation. In the deed it was specified as the consideration that the grant was made for thé educátional purposes as set forth in the charter, that the principles of the college were to be non-sectarian but evangelical, and that a majority of the board of trustees were at all times to be members of the Presbyterian church, holding the Westminster Confession as containing the true system of faith and doctrine; that should the trustees fail to carry out the purposes for which the conveyance was made and observe its conditions, then the deed assumed to confer on a court of equity the jurisdiction to compel them to do so, or to remove them and appoint others having the prescribed qualifications. The property conveyed by that deed with the personal property consisting of the then college equipment was all the means that were at the disposal of the trustees with which to
The foregoing facts do not afford a solution of the question, but they do show how the majority of the board of trustees have interpreted the clause of the charter in question from the beginning, and the condition of the affairs of the corporation at the start shows how the framers of the charter must have understood the language used in this now disputed clause, else they would probably have indicated how the institution should start and go until an endowment fund could be raised.
Section 2, which is the one concerning which there is this controversy, is very emphatic in its declaration that the trustees shall make no debt against the corporation, and it declares as a matter of law that any claim against the corporation or its property shall be void. One familiar with the law of corporations would hardly have expressed it in that way. Section 981, Revised Statutes 1879, now section 3442, Revised Statutes 1909, authorizes the organization of a corporation for a certain purpose and with certain conditions which corporation when organized would not be liable for any debt or pecuniary obligation whatever, and doubtless the writer of this charter had before him that sec
We come now to the main question in the case. Section 2 starts out with forbidding the trustees to contract any debt against the corporation or to mortgage or otherwise encumber any of its property, but shall hold inviolate all furniture, stock, assets, lands, buildings, moneys or endowment funds, professorships, scholarships or other funds, preserving them in perpetuity, using only furniture, stock, lands and buildings and the interest of the funds; handing them down to their successors forever; and all claims against the
The evidence shows that a large part of the money and properties belonging to the corporation are carried in the name of the secretary of the board of trustees; the explanation given for that is that owing to the restriction in the charter concerning the incurring of debt and creating of liens, etc., it became necessary to do as was done. We express no opinion on that subject, because there is no question of that kind raised in the pleadings; we mention it only to show that we have not overlooked it. But whilst the-fact is adversely criticised in one of the briefs for the respondent, no dishonest purpose or of concealment of the fact or loss to the corporation is suggested.
There is a prayer in the petition that the court construe that clause in section 1, article 3, referring to-the power of the board of trustees to discharge any trustee, officer, agent or employee of the corporation, but there is no suggestion of any disagreement as to-the meaning of that clause, and there is nothing obscure about it, therefore we see no use in discussing it..
One other point remains to be mentioned. The-petition states that a doubt has arisen among the members of the board of trustees as to their being personally liable for their acts in the management of the-affairs of the corporation and particularly in the expenditure of its funds. In answering this question the court does not undertake to say what personal liability, if any, a member of the board of trustees would incur in favor of a third person under the circumstances mentioned, because to do so would in effect forestall or prejudge a case not yet arisen and affect the rights of persons not parties to this suit. But as between the individual trustee and the corporation it is not improper to define their respective rights and
The judgment is reversed and the cause remanded to the circuit court with directions to enter a decree construing the charter in question according to the law as in this opinion expressed, and entering judgment