Dennison v. Austin

By the Court, PAINE, J. We think the judgment in this case must be affirmed upon tbe ground upon which it was decided by tbe court below. Whatever might be tbe conclusion to be derived from tbe authorities, as to tbe personal liability of tbe trustees, in case they bad bound tbe church, it is conceded tbat if they did not bind tbe church, they bound themselves. Now tbe court below held tbat their action was not binding upon tbe church, for tbe reason tbat it was not taken in tbe manner prescribed by law, and tbat there was in fact no authoritative action by tbe trustees as a body. Tbe evidence does not show any vote by tbe board of trustees, at an authorized meeting, to borrow this money, or to execute this note. But tbe negotiation seems [341] to have been entered into without any such previous action, and after having been conducted principally by one of trustees, the loan was effected and4wo of them signed the note, and the lender’s agent then took it to the others and procured their signature. Section 12, chapter 66, R. S., 1858, provides the mode in which such trustees shall act. It is as follows: “ Any two of the trustees may at any time call a meeting of the trustees, and a majority of them, being lawfully convened, shall be competent to do and perform all matters and things which such trustees are authorized to do and perform.” Now it seems to us very clear, under this statute, that the individual, disjointed action of the different trustees, at different times and places, although assenting to a thing which a majority might do when properly assembled, would not be binding upon the church. The uncertainties that might arise from such a loose mode of transacting business, as well as the advantages of mutual consultation and discussion upon a proper notice to all who have a right to participate, are too obvious to need suggestion. Angell & Ames on Corporations, chap. 13; Arden vs. Commissioners of Allen County, 3 Blackf., 501; Campbell vs. Brackenridge, 8 id., 476. We think, therefore, that the case was properly decided, assuming that the trustees had authority to borrow money for the corporation without any direction of the members of the body. It has occurred to us, on an examination of the provisions of the statute concerning religious societies, that there may be some room for doubt on that point. But as the question was not raised or discussed, we shall express no opinion upon it. The judgment is affirmed, with costs.