Ladd v. Clements

Dewey, J.

The original organization of “the Freewill Baptist Church in Lowell” must, as between these parties, be held to have duly taken place, so far as the acceptance of the charter, and the actual creation of a body politic, are concerned. Both parties have so treated the association, and upon the facts properly so treated it. The nature of this corporation, and its distinctive character, are also well settled. Notwithstanding the various acts of the association, which were of a character unusual for a merely religious society, yet, upon a full consideration of the subject, this court decided in the case of Wiggin v. Freewill Baptist Church in Lowell, 8 Met. 301, that it was a religious society, under a charter conferring no other privileges, but subject to the statutes regulating religious societies.

In this aspect of the case, the only question seems to be, whether the meeting of the society held on the 20th of August, 1840, was a legal meeting. This society had conducted their affairs without any by-laws directing the manner of calling meetings; nor do they appear to have had any assessors or standing committee competent to call meetings. They were therefore within the cases provided for by the Rev. Sts. c. 20, § 17, and §§ 26, 27.

The defendants contend, that a proper and legal application was made by five or more of the qualified voters of *481the society to a justice of the peace, requesting him to call a meeting of the society on the 20th of August, 1840. Of the signers of this application, three at least are conceded to have been qualified voters of the society, namely, Nathaniel Thurston, Ira Caverly, and Cummings Paris. These were shareholders, and members of the corporation, if there were any members.

The fourth signer is Daniel G. Holmes, whose name appears on the stock book of the society. In August, 1836, he was appointed one of the committee to purchase land. In August, 1837, he was chosen secretary of the society; and a certificate of one fourth of a share appears on the books to have been issued to him in February, 1838; but whether he was the owner of other fractional parts of a share does not appear from the books; although it does appear that there were fractional shares.

Joseph W. Thurston, the fifth signer, became interested in this society as a member, by an original subscription in the name of “ Thurston, Latham and company,” and by eventually succeeding to the rights of his copartners. Whether the original copartners would all of them have become members of the society, and what their rights as voters would have been, had they all claimed severally to exercise that right, we need not now inquire, Thurston, as early as 1839, having become sole owner of the share; and ownership of shares in this property seems to have been the mode of becoming members of the society, as it is in many similar societies in our large towns and cities.

Henry C. Magoun, the sixth signer, was shown by the evidence to have been a signer on the original stock book. He appears from the evidence to have acted as one of the proprietors at meetings held before August, 1840, and also to have paid for a share, although no certificate is now to be found of it.

As corroborative evidence, we have the testimony of a witness, that all these persons, except Paris, were present at the meeting on the 20th of August, 1840, as such members.

We think that this evidence would well authorize a jury to *482find, that the application for this meeting was signed oy five of the qualified voters of the society, and that in this respect the meeting was regularly called.

The other material facts, the want of assessors and parish committee, are also fully shown to have existed. This justified the calling of a meeting under the provisions of the Rev. Sts. c. 20, § 17, before cited ; and we see no valid objection to the warrant in the form in which it was issued.

The result is, therefore, that this meeting was legally called; it was attended by more than ten members, thus showing that there were ten or more qualified voters or persons answering to that description present, and allowed by those who were regular members to be treated as legal members; and at this meeting authority was given to execute the convey anee, under which the tenants claim.

Judgment for the tenants.