22 Ga. 506 | Ga. | 1857
By the Court.
delivering the opinion,
' It is necessary in the outset, to consider whether the “Trustees of the Glynn County Academy,” be a corporation of the class, which constitutes a contract between the State Government and the corporators, within the meaning of that clause of the Federal Constitution which inhibits a State from passing a law impairing the obligation of contracts.
The great and leading case which brings the grant of a charter or an act of incorporation of any sort, within the protection of the Constitution of the United States, as a contract, in the case of the Dartmouth College vs. Woodward, 4. Wheaton, 518. That judgmenl has become the law of the land, irrepealableby Congress, and irreversible, except by the tribunal which pronounced it. It is therefore, a controlling authority in this case. The college, whose charter was the subject of discussion iti that case, was endowed by private donations. With the statement of this simple fact, we shall proceed, at once, to principles conceded or established in the adjudication of that case, applicable to the case before us. The Chief Justice, in delivering the opinion of the Court remarked that “ if the act of incorporation be the grant of political powers if it create a civil institution to be employed in the administration of the government, or if the funds of the College be public property, or if the State of New Hampshire, as a government, be alone interested in the transactions, the subject' is one in which the Legislature of the State may act, according to its own judgment, unrestrained by any limitation of its power imposed by the Constitution of the United States.”
We will now trace the history of the Glynn County Academy, investigate its rights under the several Acts of the General Assembly, on which it, or the defendants for it, claim exemption from legislative control.
The 54th clause of the Constitution of February 1777,
The 14th section of the Act for the more full and complete establishment of a public seat of learning in this State, declares that all public schools instituted or to be supported by funds or public monies, in this State, shall be considered as parts or members of the University, and shall be under the foregoing rules and regulations, (being those prescribed for the University.) Cobb 1086. Thoserules and regulations show that the action of the Board of Visitors and the Board of Trustees, was to be submitted to the supervision of the General Assembly. The first appropriation for an academy in the County of Glynn rvas made by the Act of 1st February, 1788. Commissioners were appointed for the town of Brunswick who were authorized to survey the town, and to sell all or any of the vacant lots in said town, except such as were reserved for public use, and the monies arising from the sale, were to be applied to the building and support of an academy in said town, and to no other purpose whatever. Watkins Dig. 381. The Constitution of 1789, is silent on the subject of education, but it gives to the Legislature power to make all laws and ordinances which they shall deem necessary and proper for the good of the State, which shall not be repugnant to the Constitution.
In 1796, the Legislature passed an Act, pretty much the same as the Act of 1788, making provision for the support of an academy or seminary of learning, in the County of Glynn. Wat. Dig. 598. In 1797, the Legislature made further provision for said academy. Ib. 669. In 1813, the Legislature enacted that the Commissioners of the town and commons of Brunswick, should be Commissioners of the ocademy, and appointed Commissioners. Lamar’s Dig. 977. In 1814, the Legislature again appointed Commissioners and authorized them to sue, and subjected them to suit. Ib. 978,
By the Constitution of 1777, schools erected in the several counties were to be supported at the general expense of the State. The University was established in 1785, and the act establishing it, made all public schools instituted, or to be supported by the State, members of the University, and subject to the same rules and regulations, which placed them under the control of the General Assembly. In 1788, the
It is therefore not an institution protected by the Constitution of the United States, against the Legislation of the State. 4. Wheat. 629-30. But after the act of incorporation, the Legislature continued, as before, to exercise the power of control over the government of the academy. It appointed^ first, two additional Commissioners, who acted with the Board as Trustees, increasing their number to seven, and after-wards appointed five other Trustees, and repealed the act in which the two were appointed. It is insisted that this last act is u nconstitutional. But it is immaterial to the present enquiry, whether that be so or not The. question is as to the legislative control claimed and exercised over the government of the academy. It was exercised, and its act was acquiesced in, and the new members of 'the Board, claiming title under legislative appointment, subsequent to the act of incorporation, which fixed the number of Trustees at five? had, of course, a controlling power over the affairs of the in
The opinion of Justice Story, goes farther. He insists that a charter incorporating an eleemosynary institution, whether it be founded on public or private donation, is a contract within the meaning of the Constitution of the United States, on the ground that all corporate franchises are legal estates, that they are powers coupled with an interest, and that the corporators have vested rights in their charter as corpora-tors. Story on Con. §1392. In the case of Allen vs. McKean, he maintained the same doctrine, and when he referred to the Dartmouth College case to support it, he referred to that part of it which contained his own reasons for concurring in the judgment pronounced by the Chief Justice, and in which reasons, Justice Livingston alone agreed with him. In the Courts of the United States, that decision cannot be considered as authority, until it becomes an established principle that a single associate Justice of the Supreme Court, presiding alone, in his own Circuit, may over-rule a decision of the Supreme Court. We cannot recognize it as authority here. We think the decision of the Supreme Court goes far enough, on reasons concurred in by the majority of the Court, and it is not quite certain that a period may not arrive, when there shall be cause of regret that that Court placed a construction on the
This.ground is answered by the allegations ip the bill, which cannot be controverted in this demurrer. Ten, Trustees were elected by the grand jury under the Act of 1854. Four of them refused to accept the appointment, but the other six met and organized, engaged a teacher and took charge of the Academy building. The six, being a majority of the ten, performed these acts. Without pausing to enquire whether the Board of Trustees consisted properly of ten, it is quite sufficient to say that the Legislature considered and recognized the six as a competent Board, by directing the Treasurer to pay teachers employed by them — referring to them as the Board elected under the Act of 1854. Jlctt of ’56, 299.
We will, however remark, that the. title of the Act of 1823, under which two Trustees were added to the Board is, “ An act to authorize the Commissioners of Glynn Academy to established free schools in said county.” It has no reference to the appointment of Trustees. The Act of 1838, which appoints five additional Trustees, is subject to the same objection. But the Board elected by the grand jury, haying been recoguizedAy the Legislature as a,legal Board,, is. sufficient to establish the number which should constitute it without deciding upon former legislation in reference thereto.
The third ground of exception is. on the point made in the deniurrer, that the Trustees can only act by a majority of the whole number, and it does not- appear that a majority have given their, sanction to the filing of the bill.
It is true that, less than a majority of a board of Trustees cannot do a corporate act unless the charter declares otherwise, but it is also true that when a suit is brought in the name of a, corporate body, it is to be,presumed to be authorized by .the body. If the suit be in the names of members of a corporate body, and they are.less than a majority, it cannot be the suit of the corporation, unless the act creating it authorize a less number than a majority to sue as the corpo
In regard to the fourth and last ground, to-wit: That a quo warranto, being a proper and sufficient remedy for complainants, Equity has no jurisdiction, it is sufficient to remark, that the government is not moving in this matter, and has not ordered an information to be filed against the defendants; that a quo warranto tries the right only, and gives no relief for breach of trust; that defendants are bound to answer to the grave charges made against them of breach of trust; and there can be no difficulty in settling the right before a Court of Chancery.
Judgment affirmed.