Washington Grove Asso. v. Walker

Thomas, J., delivered the opinion of the Court. The appellant was incorporated by the Act of 1874, Chapter 135, which states in its preamble: “Whereas certain ministers: and laymen of the Methodist Episcopal 'Church in the District of Columbia and in Maryland have associated themselves together for the purpose of forming Camp-Meeting and Excursion Association, and have applied to the Legislature of Maryland for an Act of Incorporation, to better enable them to accomplish their purpose,” etc. Section 1 provided that the twenty-five persons named therein, “together with the subscribers of the stock of the association and their successors, shall be, and they are hereby declared to be, a body politic and corporate, by the name and style of the ‘Washington Grove Camp-Meeting Association of the District of Columbia and Maryland’ and by that name shall have succession, and be capable in law to s-ue and be sued, plead and be impleaded, answer and be answered, defend and be defended, in all courts: of law and equity, or elsewhere, to make and use a common seal, and the same to alter and renew at their pleasure, and generally to do and perform all things relative to the objects of this Association which now is or shall be lawful for any individual or body politic or corporate to do, and shall have power to make and enforce rules, bylaws, and ordinances, and to do and transact all and every such matters and things as are necessary and proper for the good government, support and furtherance of the said Association.” Section 2 authorized the Association to purchase, receive, hold and enjoy, all lands and property, of every kind, and to grant, sell, lease, convey, dispose of and encumber the same. Section 3 declared: “That the objects and purposes of said Association are to obtain and hold land to ⁸⁷ be used under tlie direction of the Association, for excursions from churches, Sunday schools., and other moral and benevolent associations, and to. hold camp-meetings or other religious meetings, in accordance with the usage of the M. E. Church, to ornament, embellish, grade, and supply the said grounds with all necessary roads, and when necessary, to alter and change the location of roads, and to erect on the same such tenements and houses, and to make such provisions for supplying water and light as may be needed in carrying out the design and purpose of the Association, and generally to1 manage, improve, lease and dispose of said land, and to-do any manner of thing that said Association may deem necessary or proper, and not inconsistent with the laws of this State.” Section 4 named the persons who should be the trustees of the Association until the second Monday in May, 1874, and manage the affairs of the Association. Section 5 fixed the capital stock of the Association at twenty thousand dollars, “divided into one thousand shares of twenty dollars each,” and provided that the surplus funds of the Association remaining alter defraying all necessary expenses for the purchase of lands, “cost of all improvements, and care of the property and after the stockholders shall have received dividends not exceeding six per centum per annum on the amount actually paid in on their stock shall be securely invested by the Trustees for the subsequent care and improvement of the premises, and to. defray, as far as possible, the expenses of the annual camp-meetings of the Association, and for no other purpose whatever.” Section 6 provided for the election by the stockholders at their annual meeting, to- be held on the second Monday of May of each year, or at such other time as might he fixed by the Association, of an executive committee and a board of trustees, and section 7 declared that no. license should be issued by any authority for the sale or barter in any way “of spirituous or malt liquors, wines, or cider within two miles of the camp-ground of the said Association.” Ey the Act of 1886, Chapter 90, sections 2 and 6 of the Charter were amended and a new section added thereto. ⁸⁸ These amendments authorized the trustees to make an annual assessment “upon the stockholders of the association, or upon the lots and improvements thereon, -within the camp-ground limits, and enforce the collection of the same for the purpose of meeting the legitimate camp-meeting expenses,” etc.; provided for the election of a board of twenty-five trustees, who should be shareholders, to manage the affairs of the association according to the rules and by-laws thereof, and authorized the sheriff of the county in which the camp-ground is located to appoint as many constables or peace officers as the trustees deem necessary for the purpose of preserving order on the camp-grounds and premises.

S'ection 6 was further amended-by the Act of 1890, Oh. 19, so as to provide for the election of nine trustees instead of twenty-five, and by the Act of 1908, Oh. 461, the name of the Association was changed to “Washington Grove Association of the District of Columbia and Maryland.” The Association purchased a large tract of land in Montgomery Oounty, Maryland, and sub-divided a large part of it into Streets, alleys, blocks and lots according to a plat or ■map of the grounds adopted by the Association and recorded among the Land Records of Montgomery Oounty. By what are called the “old by-laws,” a copy of which was filed with the bill in this case, the trustees were given control of the property of the Association; were authorized to appoint a committee on religious services; to fix the price of all platted ■lots; to lease them in accordance with the by-laws, and to assess the lots and improvements thereon. Section 39 provided how the certificates of stock should be executed, and that they should be “issued only upon the authority of the trastees, and to such persons as they may approve as proper persons to be stockholders' of this Association.” S'ection 42 provided that no transfer of stock should be valid without the consent of the trustees, endorsed upon the certificate of stock by the president and secretary of the Association, and that the transfer should be entered upon the stock book of the Association by its secretary, and that the book should be ⁸⁹ kept in such maimer as to show all transactions in relation to the stock. Section 4-7 was as follows: “Hereafter title to selected lots shall he by lease, for a period of ninety-nine years, subject to conditions imposed by these by-laws, or which may hereafter be imposed by such by-laws of the Association as are in force when said lease is executed; and no condition shall he imposed having a retrospective effect.

Said lease shall be given in the corporate name of the Association by its duly authorized attorney, and shall he countersigned by the president and secretary, and be sealed with the seal of the Association; and the trustees are authorized to appoint an attorney for the said purpose.” Section 48 contained certain provisions to he inserted in the lease referred to in section 47, and section 49 provided that every lessee of land owned by the Association should hold in his or her name at least one share of the capital stock, and that “the value of the stock of the Association, owned by the lessee, as determined by its by-laws, may be credited in the amount of value, or bonus, which is paid for the land thus secured by lease from the Association.” On the 12th of April, 1907, the Association adopted a new set of by-laws, spoken of in the record as the “new by-laws.” Section 23 of the new by-laws fixes the market value of the stock at $20.00, and provides that it shall not be sold by the trustees except for cash. Section 24 requires the certificates of stock to be signed by the president, countersigned by the secretary, and sealed with the seal of the Association, and provides that they shall he issued only upon the authority of the trustees, and to such persons as they may approve as proper persons to he stockholders of the Association; that no transfer of stock shall be made to any person until they have been approved by the trustees as proper persons to be stockholders of the Association, and that such stock shall not he good and valid without the consent of the trustees, endorsed upon the certificate of stock by the president and secretary, and that such transfer shall he entered upon the stock book of the Association hv its secretary, and the book shall ⁹⁰ be kept in snob manner as will show all transactions, in fetation to tbe stock. Section 26 provides tbat tbe “laying out of lots/5 etc., shall only be in accordance with tbe official plat or map of tbe grounds of tbe Association on file in tbe office of tbe Clerk of tbe Circuit Court for Montgomery County, and that a. copy of tbe plat shall be kept in tbe custody of tbe secretary of tbe Association. Section 27 provides tbat the trustees shall fix tbe price of all platted lots, “provided, tbat tbe minimum price shall not be less than one hundred dollars for lote of fifty feet frontage, and lots with smaller frontage to be at proportionate rates.55 Section 28 is as follows: “All stock must be located on such unlocated lot as shall be selected by tbe stockholder and approved by tbe Board of Trustees, tbe stockholder to pay in cash tbe difference in value between .the face value of tbe stock and tbe value placed upon tbe lot by tbe Board of Trustees; provided, tbat not less than one share of stock shall be so applied and tbat no fractional part of any share in excess of one share shall be permitted in tbe said payment and there shall be at least one share of stock for each ten feet front or any fractional part thereof on all lots outside of tbe Tent Department and for said Tent Department there shall be at least one share of stock for each twenty feet front or fraction thereof.

Tbe number of tbe lot and block shall be written upon tbe face of tbe stock by tbe secretary. A certificate shall be given to tbe stockholder in tbe corporate name of tbe Association, duly signed by its president, sealed with its seal, and attested by its secretary, and duly appointing and authorizing an attorney to1 acknowledge tbe same on behalf of said Association; and .the trustees are authorized to appoint an attorney for tbe said purpose. Said certificate is to certify tbat * * * is tbe bolder of * * * shares of stock of tbe Washington Grove Association of the District of Columbia and Maryland issued on tbe * * * day of * * * A. D. * * * and numbered * * * which has been located on lot number * * * block numbered * * * on tbe plat of the grounds of the Washington Grove Association of tbe. District of Columbia and Maryland as said plat is recorded ⁹¹ in Plat Book Ro. 1, one of the Land Records of said Montgomery County, as plat 22, and that said stock and lot are both held subject to the conditions imposed by the Charter, amendments thereto and by-laws of the Washington Grove Association of the District of Columbia and Maryland, and subject to the further condition that no place of business shall he opened or continued on the property so located without the annual written authority from the Board of Trustees, and under the rules of the Association, and no' practices shall he permitted on said property which are inconsistent with good morals as judged by the Christian standards, as prescribed or restricted and interpreted by the Board of Trustees.” On the 22nd day of May, 1914, the Association issued to Robert H. Walker and M. Estelle Walker,, his wife, the following certificate: “This Certificate, Made this twenty-second day of May, A. D. nineteen hundred and fourteen, witnesseth, that the Washington Grove Association of the District of Columbia and Maryland certifies that Robert H. and M. Estelle Walker are the holders of five shares of stock of the Washington Grove Association of the District of Columbia and Maryland, issued on the 8th day of September, A. D. 1913, and numbered 864, which has been located on lot Ro. 17 in block Ro. 26 on the plat of the grounds of the Washington Grove Association of the District of Columbia and Maryland, as said plat is recorded in Plat Book Ro. 1 of the Land Records of Montgomery County as Plat Ro. 22, and that said stock and lot are both held subject to the conditions imposed by the Charter, amendments thereto, and By-Laws of the Washington Grove Association of the District of Columbia and Maryland, and subject to the further condition that no place of business shall he opened or continued on the property so located without annual written authority from the Board of Trustees and under the rules of the Association, and no practices shall he permitted on said property which are inconsist ⁹² ent. with good morals as judged by Christian standards as prescribed or restricted and interpreted by the Board of Trustees. “And the said Washington Grove Association of the District of Columbia and Maryland hereby appoints B. H. Broekway its true and lawful attorney in fact to acknowledge these presents to be the act and deed of said Association. “In witness whereof, the said Washington Grove.

Association of the District of Columbia and Maryland has caused these presents to be signed by its President, attested by its Secretary and the Corporate Seal thereof to be affixed, and the said Robert H. and M. Estelle Walker have hereunto set their hand and seal the day and year first