charge of corporate books to furnish the names of the shareholders on demand of a civil officer holding an execution against the corporation, the demand must be made before the court will order the names to be furnished. With respect to the term of office of the secretary and the liability of his bondsmen, it has been held in a recent case as to the secretary of a savings society that although he was chosen by the directors, the tenure of his office did not depend on their official term, which was one year; but that as they were authorized by the by-laws to fix his term of office, and to summarily dismiss him, they could, by electing him once, without further action, continue him in office indefinitely, and during that time his sureties were liable."

§ 216. Of pastors of churches.-The right to preach the gospel to all who choose to listen is free to every citizen, but the right to preach it as a clergyman of an organized church with established doctrines and forms of worship, is limited by the will of the church, and when a minister enters a church. he becomes bound by the rules and subject to the ecclesiastical government of the body. Accordingly, where the trustees insist on maintaining a minister who has been deposed by the

1 Cleveland Rolling Mill Co. v. Texas & St. Louis Ry. Co., (1884) 23 Fed. Rep. 720. Under the Vermont General Statute, ch. 86, sections 7, 8, 13, a stockholder of a corporation may maintain an action against its clerk or recording officer for wilfully neglecting or refusing to exhibit its records. In such case the county court has jurisdiction; the measure of damage is $10 for each day during which the refusal continued. Stock books and transfer books are within the meaning of the act. The declaration must allege the request to have been made at defendant's office. Lewis v. Brainerd, (1881) 53 Vt. 510; Vt. Gen. St. ch. 86, §§ 7, 8, 13. In such an action, the declaration of defendant, shortly before the demand, that he "would not show

the books, even if the directors should order him to do so,” is admissible; also his statement to plaintiff's attorney, after the demand, that "when he got ready to show the books he would let him know." And the ledger, containing debits of assessments and credits of payments thereon, is admissible in connection with testimony tending to show that it was in defendant's custody at the time of the demand, and that he made and kept the entries. Lewis v. Brainerd, (1881) 53 Vt. 519.

2 Humboldt Sav. & Loan Soc. v. Wennerhold, (Cal. 1890) 22 Pacif. Rep. 920.

3 Chase v. Cheney, 58 Ill. 509; &. C. 10 Am. L. Reg. 295.

denomination for unsoundness in faith and doctrine, members of the society may invoke the aid of a court of equity.1 And where a pastor has been dismissed by a majority of the church he may be enjoined from usurping the office and from making use of the meeting-house.2 Conversely, it has been held that where the trustees of a Methodist Episcopal church, without right, but according to the wish of a majority of the members, close the church against the duly appointed preacher, they may be restrained by injunction. The vestrymen of the parish of a Protestant Episcopal church can not indirectly remove a rector canonically elected, by reducing his salary as fixed at the time of his election. Where the provisions of a statute prescribe the method of fixing a minister's salary, as to corporations organized under the act, a prohibition of any other method is implied; an action, therefore, cannot be maintained by a minister of a Methodist Episcopal church to recover a salary fixed by the quarterly conference, neither the statute nor the rules and regulations of the denomination recognizing such method. Where a Romish priest is subject to removal at the pleasure of the bishop having charge over him, he is not entitled to a notice to quit the parsonage of the parish over which he had charge, under a statute requiring a notice from landlord to tenant. The relationship, in such case, of the priest and bishop, is that of master and servant, and not that of landlord and tenant."

Isham v. Fullager, 14 Abb. N. Cas. 363.

5 N. Y. Laws 1813, ch. 60, § 48; Landers v. Frank Street Church,

2 Hatchett v. Mt. Pleasant Baptist (1884) 97 N. Y. 119, reversing s. c. 15 Church, (1885) 46 Ark. 291.

3 Whitecar v. Michenor, (1883) 37 N. J. Eq. 6.

Hun, 340.

6 Chatard v. O'Donovan, (1882) 80 Ind. 20; s. a. 1 Am. L. Reg. 461,

Bird v. St. Mark's Church, (1883) (1882). 62 Iowa, 567.

§ 217. Introductory.- The power to have a board of directors is inherent in all private corporations. No special power need be conferred by statute,' although the common law in this respect has been frequently embodied in general statutes relating to corporate bodies,2 which generally prescribe also the number of directors or trustees to whom the corporate management shall be committed. Provision has

1 Hurlbut v. Marshall, (1884) 62 act that the corporation can not join. Wis. 590.

2 E. g. N. Y. Laws of 1850, ch. 140, § 5, relating to railway companies; N. Y. Laws of 1875, ch. 611, § 6, the Business Corporation Act of that State. It is provided by New Hampshire Gen. St. ch. 134, § 3, that the business of every dividend-paying corporation "shall be managed by the directors thereof, subject to the by-laws and votes of the corporation, and under their direction by such officers and agents as shall be duly appointed by the directors or by the corporation." It is held under this

another officer with the directors. Charlestown Boot & Shoe Co. v. Dunsmore, (1884) 60 N. H. 85.

3 Thus the Manufacturing Corporations Act of New York fixes the number of directors at not less than three nor more than nine. N. Y. Laws of 1848, ch. 40, § 3. The number of trustees under the act of 1865, can not exceed thirteen, and can not be less than three; under the act of 1875 there can not be more than twenty, nor less than five. Snyder's Club Soc. & Assoc. Laws, (1881) 1. And the board of directors of corpo

also been made by statute for reducing the number of trustees. As a rule, all corporate business must be carried on by the agency, and under the administration, supervision and management of those officers whom the stockholders elect for that purpose. So such power extends to a board of management by whatever name it may be called, whether board of

trustees, vestry, executive committee or what not. This inherent function of companies is the representative principle under which their chosen managing bodies, are, in law, held to represent the company or organization in all acts done in conformity to the by-laws and rules of the company respecting their office. In the absence of charter or statutory regulation thereof, the shareholders may in the by-laws adopted by them, prescribe the qualifications of the managing board.' There is no authority, however, in the board itself to prescribe the qualifications of its members."

§ 218. Managing boards of voluntary associations.- In this respect the managing boards of voluntary and unincorporated companies are treated by the courts exactly as are regular boards of incorporated companies chosen in conformity to the requirements of the statutes under which their company is incorporated. A club generally consists of trustees, in whom the property of the club is vested in trust for the members for the time being; a committee, who manage the affairs of the club; and the ordinary members. The powers of the committee vary in different clubs. Their ordinary duties are to select, look after, and dismiss the servants; see that the furniture, provisions, books, papers, and the like required by the members are duly furnished; and generally to superintend the domestic arrangements of the club. These duties mainly bring them into contact with persons outside the club, except in so far as it is their duty to attend to all complaints and suggestions of members in regard to internal arrangements. The house committee of a club may bind the club by their contracts and representations. Thus where the board of management of a club was authorized by the by-laws to make all necessary contracts and regulations, and the officers of the club, acting under a resolution of the board of management, contracted to lease the club-house to one who agreed to maintain a restaurant for the exclusive use of the members and

1 People v. Northern R. Co., 42 N. Y. 217; Cammayer v. United Church, 2 Sandf. Ch. 186.

2 In re British Provident Life &c. Assoc., 5 Ch. Div. 306. Cf. Lord

3.

Hamilton's Case, L. R. 8 Ch. 548.
Directors of Corporations," by
Joseph A. Joyce, 19 Cent. L. J. 305.
4 Leach's Club Cases, 15.
5 Leach's Club Cases, 15.