97 Mass. 349 | Mass. | 1867
We entertain no doubt that the organization which had been maintained by this parish during the successive years of its existence was amply sufficient to protect its de facto officers in the possession of the parochial property against trespassers and mere wrong-doers. Persons who are in the open and peaceable exercise of the powers and duties of officers in a corporation are presumed to have been duly elected and to be entitled to the positions they occupy. Strangers cannot be permitted to contest their title or to impeach the validity of their acts, by showing irregularities in their election or in any of the antecedent proceedings of the corporation. Middlesex Husbandmen v. Davis, 3 Met. 133. Narragansett Bank v. Atlantic Silk Co. 3 Met. 282. Farmers’ & Mechanics' Bank v. Jenks, 7 Met. 592. Blandford v. Gibbs, 2 Cush. 39. Commonwealth v. Gearing, 1 Allen, 595. Topping v. Bickford, 4 Allen, 120. Angell & Ames on Corp. §§ 137—144, 286, 287. The defendants can justify their attempt to take possession of the meeting-house only on the ground of the superior validity of the organization which they have made and under which they assume to act.
It is not too much to say that parties who have undertaken to set aside and usurp the place of a previously existing de facto corporate organization which they found in the peaceable possession of the property and the undisturbed exercise of the functions of the corporation, must be held to prove strictly the regularity of the proceedings under which they act. If they fail to do so, their paper organization will place them in no better position than that of mere wrong-doers. ,
The parish meeting under which the defendants rely was called by A. F. Brown, a justice of the peace, December 10, 1866, at the written request of six persons, all but one of whom were members of the society. No cause for this application was assigned in it or in the warrant thereupon issued by the magistrate.
This proceeding, if valid, must find its sanction either in the fact that the religious society was “ unable to assemble in the
It appears by the report of the master that three of the five members of the first prudential committee ever chosen were living and members of the parish. If no successors have been chosen and qualified in their stead, these gentlemen still con tinued to be the committee of the parish at the date of the war rant issued by Mr. Brown. The last committee duly elected and qualified must have continued in office. And the office could not have been wholly vacant unless by the death or resignation of some subsequent committee, of which there is no evidence in this case. There must therefore have been some persons in esse holding the official position of a standing committee, to whom the defendants ought to have applied to call the meeting they wished for. Of course, there could have been no unreasonable refusal to call a meeting in the absence of a request to do so. We conclude, therefore, that no exigency is shown for the intervention of a justice of the peace to call a parish meeting; and this result undermines the entire foundation of the defendants’ organization.
We do not decide that a meeting irregularly called by a justice of the peace would be wholly void, if its proceedings were acquiesced in by the members of the society, and the officers chosen were allowed peaceably to assume their positions and take possession of the corporate property. In that case, especially after acquiescence for any considerable length of time, the proceedings of such a meeting would create a de facto organization, and the officers chosen by it would become clothed with the same powers as if formally elected. But the defendants were irregularly chosen, their claims have been resisted from the
These views render it unnecessary to consider minutely the objections made to the various meetings and elections held by this society for many years previous to the organization attempted by the defendants. Whatever defects and irregularities they may have discovered in the meetings or records of the parish, it is not in their power to take advantage of them in justification of their attempted forcible seizure of the meetinghouse, or in defence to the present suit brought to protect the corporation in the possession of its property.
A perpetual injunction is granted in conformity with the prayer of the bill.