Reed v. Gettysburg B.-F. M. Ass'n

*334Opinion,

Mr. Justice Sterrett :

Appellants aver in their bill that they represent the survivors of the 72d Regiment Pennsylvania Volunteers; that the Gettysburg Battlefield Memorial Association was incorporated by act of April 30, 1864, to hold and preserve the battlegrounds of Gettysburg, on which were fought the actions of first, second, and third days of July, 1863, and the natural and artificial defences, as they were at the time of said battle, and thus, by such preservation and such memorial structures as a generous and patriotic people might aid to erect, to commemorate the heroic deeds, the struggles and the triumphs of their brave defenders; also, to ‘erect and promote the erection of structures and works of art and taste thereon, adapted to designate spots of special interest, to commemorate the great deeds of valor, endurance, and noble self-sacrifice, and to perpetuate the memory of the heroes and the signal events which render those battle-grounds illustrious.

It is also averred that from time to time large sums of money have been appropriated by the legislature in aid of the objects above specified; that by act of June 15, 1887, the sum of $121,500 was specifically appropriated “ for the purp'ose of perpetuating the participation therein, and marking by suitable memorial tablets of bronze or granite, the position of each of the commands of Pennsylvania volunteers engaged in the battle ; ” that said act required the governor to appoint five commissioners to select and decide upon the design and material for monuments to mark the position of each Pennsylvania command upon the battlefield, etc.; that in the discharge of said duties the commissioners were required to co-operate with five persons representing the survivors of the several regimental organizations or commands of this state engaged in said battle, etc.

It is further averred that said commissioners were duly appointed, and appellants were duly selected by the survivors of said 72d Regiment to co-operate with them in the discharge of their duties; that after appellants and said commissioners had agreed upon the true position of the regiment on the battlefield, etc., official notice of their action and conclusion was given to said battlefield memorial association, and a suitable monument to mark the spot was procured, etc., but said association would *335not permit its erection at the place agreed upon by appellants and said commissioners, but declared the monument should be placed at a point 283 feet distant therefrom, and not representing the position of said regiment on the battlefield, etc.

The prayer is for a decree declaring that the power to select the location of the monument' was Vested solely in the five commissioners, appointed by the governor, co-operating with appellants ; that the monument be. erected at the place chosen by the commissioners and appellants; and that the Gettysburg Battlefield Memorial Association be enjoined from preventing the. erection of said monument at the place so selected, etc., and for further relief.

The bill was demurred to on the ground that the act of 1887, above referred to, does not apply to or in any manner affect 'said memorial association or its officers, nor does it justify the selection of a site or location for said monument by said commissioners and appellants on the ground owned by the association.

The, action of the court in sustaining the demurrer and dismissing the bill constitutes the subject of complaint in the several specifications of error before us.

The legal efféct of the demurrer is to admit the unqualified truthfulness of every averment of fact that is well pleaded in the bill. It admits, among other things, that the commissioners appointed by the governor co-operated with appellants, the duly constituted representatives of the 72d Regiment of Pennsylvania Yolunteers, in determining the position of that regiment on the field during the battle of Gettysburg, and also in deciding upon a suitable monument or memorial tablet of bronze, to mark said position and to. perpetuate the participa,tion of the regiment in said battle. It further admits that the location thus fixed by the commissioners, in conjunction with appellants, accurately represents the true position of the regiment while actively engaged in the battle, and also, that after "being officially notified of such joint action, the memorial association, appellee, refused to permit the erection of the monument on the site designated? and fixed as aforesaid. .

It was urged, argumentatively, by counsel for appellees, that inasmuch as the commissioners are made parties defendant in the bilVtheir action in the premises was not definitive, but must *336have been subject to the approval of the association. No such inference can be legitimately drawn from the pleadings. The only question is whether, assuming all the averments of fact, well pleaded in the bill, to be true, the appellants have presented such a case as entitles them to equitable relief ? That is the only question that can properly arise on the demurrer.

The proceedings of the commissioners, as averred in the bill and admitted by the demurrer, were clearly within the scope of the authority vested in them by the act of 1887, under which they were appointed. That being the case, the action of the memorial association, in refusing to recognize their authority in the premises, can only be justified on the ground, virtually assumed by counsel, that the commonwealth, acting through the agency of the commission or otherwise, has no right either to designate the position where any of her regiments specially distinguished themselves during the battle, or, at her own expense, to mark the same by the erection of a suitable monument. We are not prepared to admit the correctness of this proposition. On the contrary, we think it is wholly untenable. It is not in harmony with the purposes evidently intended to be accomplish'ed by and through the memorial association, as expressed in the act incorporating it. Those purposes, as we have seen, were mainly “ to hold’ and preserve the battle-grounds of Gettysburg,..... with the natural and artificial defences, as they were at the time of said battle, and by such perpetuation, and such memorial structures, as a generous and patriotic people may aid to erect, to commemorate the heroic deeds, the struggles, and triumphs of their brave defenders; ” and also “ to erect, and promote the erection, by voluntary contributions, of structures, and works of art and taste thereon, adapted to designate the spots of special interest, to commemorate the great deeds of valor, endurance,” etc.

The people of this commonwealth, through their representatives, saw fit to appropriate a large sum of money for the purpose of designating and, by suitable monuments, marking “ spots of special interest ” conspicuously occupied by their own regiments while engaged in battle, etc. That was all clearly in furtherance of one of the very objects for which the association, •appellee, was incorporated, and not in any manner in violation of any right or authority vested or intended to be exclusively *337vested in that corporation. Indeed, it is expressly made its duty to “ promote the erection by voluntary contributions, of works of art.....adapted to designate spots of special interest,” etc. In view of this and other, facts in regard to which there can be no dispute, the action of the association complained of in the bill was obstructive and wholly unwarranted. Unlike other corporations, either public or private, created for profit in connection with the advancement of certain public interests, the association appellee is a quasi public corporation created solely for the public benefit, and not for the profit or advantage of any of its corporators. But, aside from that, there is nothing in any of the provisions of its charter that precluded the legislature from doing what it did. It had undoubted right to prescribe reasonable regulations respecting one or more of the public objects which the corporation was designed to promote and accomplish, provided those regulations were such as tended to secure the ends for which the association was created, and did not materially interfere with the rights and privileges granted by its charter. Every grant,of corporate existence necessarily implies “ the condition that the corporation shall be subject to such reasonable regulations, in respect to the general conduct of its affairs, as the legislature may from time to time prescribe, which do not materially interfere with or obstruct the substantial enjoj’ment of the privileges the state has granted, and serve only to secure the ends for wiich the corporation was created:” Insurance Co. v. Needles, 113 U. S. 574, 580. The provisions of the act of 1887 are clearly within the letter as well as the spirit of this well-recognized principle. There is nothing in any of them of which the appellee has any just reason to complain, as an improper interference, on the part of the commonwealth, with, any of the rights and privileges granted by its charter. The provision for a commission to act in conjunction with the' survivors of each regiment, etc., was at most a reasonable and proper regulation, tending to secure historical accuracy, and generally in furtherance of one of the purposes for which the association Avas incorporated, and one that did not improperly interfere with any of its rights and duties.

In view of the facts as presented to us, we think the learned *338judge erred iu sustaining the demurrer and dismissing the bill.

Decree reversed and bill reinstated, and it is ordered that the record be remitted for further proceedings, in accordance with equity practice ; costs of this appeal to be paid by the appellees.