Gregg v. Little Rock Chamber of Commerce

Kirby, J., (after stating the facts). The Chamber of Commerce was not organized for pecuniary profit or dividend-making or sharing, but under the statute, providing for the organization of corporations for benevolent purposes, -such as boards of trade or chambers of commence, which ¡statute provides they shall have for carrying out the purposes ¡and objects of their organization such powers as are possessed by other corporations and which may be necessary to their efficient management and the promotion of their purposes. Sections 937-943, Kirby’s Digest. It is insisted that because the terms of the charter designating the purposes of the organization do- not expressly state that the corporation shall have power to grant a subsidy for the operation of boats on the Arkansas River, that the contemplated action is beyond its powers. The statement of the object and purposes is broad and inclusive “for the upbuilding of the cities of Little Rock .and Argenta, Pulaski County, and the State of Arkansas, encouraging and assisting in public improvements of all ¡kinds therein, including streets, highways, sewers, public buildings and any and all things which are for the public good; locating schools and colleges, locating, developing and assisting in location and development therein, manufactures and other industries, * * * conducting a merchants’ association, board of trade, real estate exchange * * * for organizing and conducting .any other bureau or bureaus, exchanges, which the board of governors may decide will be beneficial or necessary in the building up of said cities and State, for the best interest thereof and of the organization, shall have full power to do any and all things deemed necessary in carrying on lany and all of the above objects to foster .and promote the commercial, industrial, physical, and moral development of the cities of Little Rock, Argenta and vicinity. Thompson says: “The powers of the corporation are to be measured by its charter read in connection with the general laws applicable to such corporations, and whatever under the charter and general laws, reasonably construed, may be fairly considered as incidental to the purposes for which the corporation was created, is not to be taken as prohibited, but is as much granted as that which is expressed.” 3 Thompson on 'Corporations, § 2771. Ordinarily only such powers and rights can be exercised by corporations under their charters as are clearly comprehended within the words of the act or derived therefrom by necessary implication regard being had to the object of the grant and the charter read in the light of any general laws which are applicable is the measure of its powers, and such is the case whether the corporation is created by special charter from the Legislature or formed by articles of association under general laws. Thomas v. Railroad Co., 101 U. S. 71. Oyc. says: “The implied powers of a corporation are not limited to su'ch as are indispensably necessary to carry into effect those expressly granted, but comprise ■all that are necessary in the sense of 'being appropriate, convenient .and suitable for such purposes, including the right to a reasonable Choice oif means to be employed. They must result from the charter by necessary implication, regard being had to the object and purpose of the corporation,” .and “if the means employed are reasonably adapted to the ends for which the corporation was created, they come within its implied or incidental powers, although they may not be specifically designated by the lact of incorporation.” 10 'Cyc. 1097. Our court has said that, “Rowers that are essential to the exercise of the powers expressly,,granted are necessarily implied from those expressly granted and are as much granted as if expressed.” Rachels v. Stecher Cooperage Works, 95 Ark. 6; Simmons National Bank v. Dilley Foundry Co. 95 Ark. 368. It is also true .and a well settled general rule of law that the power of .a corporation to make land take contracts is restricted to the purposes for which it is created and cannot legally 'be exercised by it for other purposes. Simmons National Bank v. Dilley Foundry Co., supra. (1-2) Of course the enumeration of the powers of a corporation in its charter implies the exclusion of all others not fairly incidental to those granted. The only question here, as said, is whether the proposed action of the Chamber of Commerce to grant a subsidy for the construction and operation of boats in the navigation of the Arkansas River in carrying passengers and freight for hire between Little Rock, Arkansas, and Memphis, Tennessee, transcends its powers. We do not think it does. The purpose of the organization was to foster and promote the educational, commercial, industrial, physical and moral development of the cities of Little Bock, Argenta and vicinity, and if the establishment ■and operation of the boat.line as proposed would reasonably tend to any such development, it would easily come within the implied and incidental powers of the corporation being necessary, appropriate and suitable for effecting the purpose. If it be questionable whether the Arkansas Biver can ¡be successfully navigated by the granting of the subsidy and the construction and operation of the proposed boat line, that is a matter left for decision to the industrial and development committee of the Chamber of Commerce and the organization itself, and of its decision appellants cannot complain, unless the success of it is so improbable as to show an arbitrary exercise of the power, and waste of the fund. It is a well recognized fact that accessibility to market and facilities for transportation, at a low and reasonable freight rate, tend greatly to the development and promotion of the local welfare in industrial and commercial ways. This is not 'disputed by appellants who object chiefly because they think the proposed project is impracticable 'and will result in failure and loss, forecasting the future from the experience of the past. That however was a matter to be settled by the Chamber of Commerce or its appropriate committee and has been against appellant’s contention. We think the right of the .appellee to use the funds donated to it to be expended for the promotion of ithe public welfare of the cities of Little Bock, Argenta, their vicinity and the State, in physical, moral, educational, commercial 'and industrial ways, includes the power to use it as proposed in the establishment of a boat line for the navigation of the river, under the circumstances. We do not think it necessary to decide whether a corporation may become a member of a partnership, since this record discloses that there was no attempt or agreement on its part to do so, it being expressly agreed that the corporation does not share in the profit or loss of the enterprise of the navigation of the river. The decree is affirmed.