Hussey v. Gallagher

| Ga. | Aug 15, 1878

Jackson, Justice.

1, 2. The facts reported and the syllabus will furnish a correct idea of the views of this court upon the points made in this application’ for an injunction. It is scarcely necessary that I add anything.

I will say, however, that the basis of all equity jurisdiction, except in regard to infants, is property. Money or property is the basis of its interference. Therefore, with merely honorary offices or temperance societies, it does not intei’pose by injunction. Kerr on Inj., chap. 1, p. 1. There is no salary attached to these offices.

It may be well to remark, too, as the points presented are new, and the application to restrain the officers defacto of such a corporation as this is quite rare, that equity, even if there were salaries attached to these offices, will not usually, perhaps never, interfere in such cases, but will leave the contesting parties, so far as the election is concerned, to their remedy by an information in the nature of a quo warranto. Field on Corporations, §109; 32 Barbour,55; 11, Paige, 118. Nor will relief be granted by in junction in such cases on the ground of fraud in the election of officers, even if fraud had been charged in this bill, which' was not doné. See same authorities.

In the case before us a quo wcvrrcmto was sued out against the bishop’s appointee; and the answer thereto being a disclaimer on his part, the result was, that the plaintiff in error here was left in the full possession of the office of president.

Again, the main complaint of the complainants in this bill rests upon the illegality of the election of Hussey as president; for if he was legally elected, the council was legally appointed, and if so, the complainants are merely disappointed and refractory members of the corporation.

Was he properly or legally elected?

He was elected by a majority vote at the regular meeting when a quorum, a very large majority of members was present ; and the most active of the complainants was his competitor, and was present, and was defeated. The only complaint is that the election was after ten o’clock, about which-fact the testimony is conflicting. But really it would seeffi immaterial. These complainants participated and are (es-topped from denying the legality of the election. Besides, if they could not complete the elections by ten o’clock, then an adjourned meeting could be held for that purpose; and this was done as appears of record; and this record was kept, too, by one of the complainants, who was the secretary. See Field on Corporations, §230. The will of the majority was the law of the case and of the election. Field, 226, et seq.

If there was anything illegal in the election, there can be no doubt that quo wwrranto was the remedy. Field on Corporations, §157, and cases .cited.

The president being legally elected, these people who complain and refuse to meet and act under him are simply refractory and disobedient, and ought to be dropped, if they do not pay their fines, as the by-laws prescribe. The eouncil, too, to try them in certain cases, are clothed with the authority to do so, if properly appointed, and the members thereof were properly and legally appointed by the president, if he was properly elected, which seems to this court to have been the case.

. Therefore, the injunction restraining the officers from dropping the complainants, and the council from trying them, was granted without authority of law — unless the bylaws authorizing such action by the officers and council were contrary 'to the constitution and laws of the state, or to public policy, or so unreasonable as to require courts of" equity to annul them.

Ry analogy to the directors of a company so incorporated, it appears further that defacto officers, unless guilty of some breach of trust, or some act ultra vires, will be sustained in their offices until regularly ousted; and, if in the discharge of the regular duties devolved by the charter upon them, they cannot he collaterally attacked. Field on Corp., §180; 6 Cowen, 26; 1 Hall, 191" court="None" date_filed="1828-10-15" href="https://app.midpage.ai/document/rector-of-all-saints-church-v-lovett-9298001?utm_source=webapp" opinion_id="9298001">1 Hall, 191; 70 N.C., 348" court="N.C." date_filed="1874-01-05" href="https://app.midpage.ai/document/atlantic-tennessee--ohio-railroad-v-johnston-3662399?utm_source=webapp" opinion_id="3662399">70 N. C., 348; 60 Ill., 244" court="Ill." date_filed="1871-09-15" href="https://app.midpage.ai/document/thompson-v-candor-6955336?utm_source=webapp" opinion_id="6955336">60 Ill., 244. So that if these officers and this council were merely defacto such, a court of equity would turn the complainants over to a regular attack upon them by quo warranto. But we have, seen that as to these complainants they appear to be defiere entitled to their offices.

3. The question then comes to this : are these by-laws so unreasonable in themselves that chancery will annul them ? They are attacked because one of them provides that they, the members, shall be dropped unless they pay the fines imposed for delinquencies, and the other provides that they be tried before the council, without right of appeal, and that only members are allowed to testify before the council- We see nothing objectionable in the first, because the amount of the fine is fixed in each case by the by-laws, and the penalty, therefore, or amount to he paid, cannot be increased or diminished; and, in the second, we cannot find anything so unreasonable as to require equity to enjoin procedure under it until it shall be decreed to be null and void at the hearing. It is better that a select committee try than the whole body, and if the members wish it, and put their wish in the by-law, why should not the world be shut out to make charges against members, or to swear against them ? It may be doubted that these by-laws go so far as to exclude all witnesses except members, but simply mean that charges shall be brought only by members. However that may be, they are not so unreasonable as to be absolutely void. And' if the president be fairly elected by a majority vote, why should he not preside over the council % He does preside over the whole body, why not over a committee of the body ?

There can be no doubt that if these by-laws were so unreasonable as to shock ideas of right and justice, that equity would interpose if property were at stake. Field onCorp., 296; but we apprehend that courts of equity would be slow to interfere with the by-laws of an eleemosynary or charitable or benevolent society like this, especially when the constitution and by-laws had been passed upon and approved, and sanctioned by the act of incorporation. It appears from the order or judgment of the superior court which made this society a body politic under Georgia laws, that the constitution and by-laws were already adopted, and it had been acting under them before, and the court incorporated the society with this constitution and these by-laws already in operation. So that they have been judicially declared legal and valid by the superior court of Chatham county once, and, we incline strongly to think, properly and rightfully. Certainly, they are not so outrageously unreasonable as to demand their annihilation by judicial interposition, and certainly there is nothing in them contrary to the constitution and laws, or to the policy of - the state.

There can be but little doubt from a view of all' the facts made in the case, that the corner stone of all this pile of trouble was laid on the night when Gallagher was defeated by ITussey for president; and thereupon the constitution, by-laws, charter, everything seemed wrong to. him and his supporters ; and by-laws under which they had all peacefully prospered for years straightway appeared hideous, unjust and grossly unreasonable. Consequently, first the church, and next the courts, were invoked to come to the aid of one side against the other. .The church did thunder her anathema, and Hussey was excommunicated; and the bishop deposed him. from the presidency and elevated another in his stead. But in this country there is no such union of church and state as demands that the courts should follow where the authorities of the church lead; and hence the quo warranto left Hussey installed and acting, notwithstanding the excommunication and the clerical deposition ; because, while the bishop had the power to excommunicate, he had none to make or unmake an officer in a corporation created by the state of Georgia. Hussey may not be a “practical ” or “practicable ” Catholic — he does not seem to be obedient, at least — but whether he is or not is matter, so far as the law of the state will concern itself therewith, for the corporation — the creature of the law — to deal with; and is beyond the jurisdiction of a power, unknown, so far as corporate powers are concerned, to the laws of the state.

In respect to fraud and conspiracy there is no proof nor allegation of facts making out such a case in the record that we can discover, but the trouble arose out of the conflict over the election — matter of honor, not of money, even if fraud were properly charged.

It is much wiser, we think, that the courts should hold aloof in the internal struggles for place and position in such a corporate body as this, having for its objects moral improvement and reformed habits and charitable aid among its members. If errors have been committed, they will rectify themselves. It is better to submit to bad rulers for one year, than to defy laws we ourselves have made.

The next election for officers is held in March next, and if the Hussey party be so reduced in number as is represented, and the power of the great church to which all the members belong be brought to bear upon the contest, their tenure of office will not last long.

Regarding the question purely in its legal aspect, and looking closely into the charter, constitution and by-laws of the corporation, and examining bill, answer and depositions, we are unable to discover any principle which requires a court of’ equity to lay the harsh hand of interference by injunction upon the elective police and disciplinary officers of this corporation, and therefore we reverse the judgment granting the injunction. Kerr on Injunctions, chapters 23, 24, and 28.

Judgment reversed.