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23 McCortle v. Bates, 29 Ohio St. 419; 23 Am. R. 758. 24 Wait v. Ray, 67 N. Y. 36.

25 Wait v. Ray, 67 N. Y. 36; Gillis v. Space, 63 Barb. 177. But see Taylor v. School Committee, 5 Jones, 98.

§ 324. Liability of school officers.-Money borrowed by the directors for school purposes, or the principal and interest of loans from the school fund, must be deposited with or paid to the treasurer of the school district. If deposited with or paid to any one else, and is lost, the directors are liable therefor.2 But the treasurer is absolutely liable for all funds which come into his hands in his official capacity. Committeemen of a school district are personally liable on a promissory note signed merely with their individual names, though describing themselves as such committee. A prudential committee of a school district is liable to a suit by the district for a neglect to appropriate to the support of schools money assigned to the district and received by him therefor, even after the expiration of his term of office. In order to sustain an action against school directors for maliciously conspiring to remove a teacher, it is incumbent on the plaintiff to prove malice, an intent to injure, and an unlawful conspiracy on the part of the directors, as public officers. The board of education of the city of New York is subject to the obligations incident to the exercise of corporate powers; and is liable for personal injuries caused by its neglect of duties imposed upon it by law.8

1 Adams v. State, 82 Ill. 132; Mahaska County v. Searle, 44 Iowa, 492. 2 Adams v. State, 82 Ill. 132.

3 Bluff Creek v. Hardinbrook, 40 Iowa, 130. See also § 311, ante. 4 Bayliss v. Pearson, 15 Iowa, 279.

5 School District v. Sherburne, 48 N. H. 52. Compare Coffman v. Parker, 11 Kan. 9.

6 Burton v. Fulton, 49 Pa. St. 151.

7 Donovan v. Board of Education, 55 How. Pr. 176. Compare Dan. nat v. Mayor etc. 6 Hun, 88; 66 N. Y. 585; Clarissey v. Metrop. Fire Depart. I Sweeny, 224; 7 Abb. Pr. N. S. 352; Woolbridge v. Mayor etc. 49 How. Pr. 67.

8 Donovan v. Board of Education, 12 Jones & S. 53; 55 How. Pr. 176.

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§ 325. Voluntary, nature of.-In this country, vol. untary unincorporated associations are in law usually deemed to be nothing more than ordinary partnerships, and the laws respecting them are in general the same;1 and especially is this the case as it respects the relations of such an association or its members to third persons.2 And even as it regards controversies among the members themselves, the general law of partnership is held to apply, except so far as it may be modified by the articles of association. Nevertheless, such associations have some elements in common with corporations; 4 and with respect to their exercise of reserved and inherent powers to regulate the conduct of, or to expel members, they are subject to the control of courts of justice the same as are cor porations or joint-stock companies.5 In England, societies and clubs not formed directly for pecuniary advantage,

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or for the purpose of sharing profits, are not deemed partnerships; but are rather regarded as in the nature of agencies."

1 Wells v. Gates, 18 Barb. 554; Moore v. Brink, 4 Hun, 402; Lafond v. Deems, 1 Abb. N. C. 318; 52 How. 41; Tyrrell v. Washburn, 6 Allen, 466; Butterfield v. Beardsley, 28 Mich. 412. Compare White v. Brownell, 3 Abb. Pr. N. 8. 318; 2 Daly, 329; Hyde Woods, 94 U. S. 523; 2 Sawyer, 655; Livingston v. Lynch, 4 Johns. Ch. 573; Lafond v. Deems, 8 Abb. N. C. 344.

2 Babb v. Reed, 5 Rawle, 151; and see Bullard v. Kinney, 10 Cal. 60; McMahon v. Rauhr, 47 N. Y. 67; Foley r Tovey, 54 Pa. St. 190; Atkins v. Hunt, 14 N. H. 205; Harrison v. Hoyle, 24 Ohio St. 254; National Bank v. Landon, 45 N. Y. 410; Whipple v. Parker, 29 Mich. 370.

3 Tyrrell v. Washburn, 6 Allen, 466; Leech v. Harris, 2 Brewst. 571; Bullard v. Kinney, 10 Cal. 60; Beaumont v. Meredith, 3 Ves. & B. 180.

4 See Irvine v. Forbes, 11 Barb. 587; Cox v. Bodfish, 35 Me. 302; Thomas v. Ellmaker, 1 Pars. Sel. Cas. 98; Oliver v. Liverpool etc. Ins. Co. 100 Mass. 531.

5 Leech v. Harris, 2 Brewst. 571.

6 Todd v. Emly, 8 Mees. & W. 505; Caldicott v. Griffiths, 8 Ex. 898. See § 336, post.

7 Flemyng v. Hector, 2 Mees. & W. 172; and see Wood v. Finch, 2 Fost. & F. 447; In re St. James's Club, 2 De Gex, M. & G. 383.

§ 326. Powers of, in general.—An ordinary unincorporated voluntary association cannot sue in a corporate capacity; but being deemed a partnership, suit may be brought in the name of the partners, or in the name of one or more for the use of all.2 A part of the members of a voluntary association cannot bind the others without their consent previously given, or a subsequent ratification;& except in cases where the act done is so clearly in furtherance of the object for which the association was organized that consent or ratification may be presumed. A statute authority claimed by a particular association to do that which the general municipal law prohibits, as the keeping of public gaming-tables, should be strictly construed; 5 and unless the power claimed is clearly conferred, it should not be accorded.6

1 Mears v. Moulton, 30 Md. 142; and see Niven v. Spickerman, 12 Johns. 401. Compare Phipps v. Jones, 20 Pa. St. 260.

2 Pipe v. Bateman, 1 Iowa, 369; Gorman v. Russell, 14 Cal. 531; Wood v. Draper, 21 Barb. 187; 4 Abb. Pr. 322; Birmingham v. Galla gher, 112 Mass. 190. See Ewing v. Medlock, 5 Port. (Ala.) 82.

3 Sizer v. Daniels, 66 Barb. 426. Compare Sullivan . Campbell, 2

Hall, 271.

BOONE CORP.-43.

4 Sizer v. Daniels, 66 Barb. 426.

5 Alcardi v. State, 19 Wall. 635.

6 Alcardi v. State, 19 Wall. 635. A voluntary association cannot, as such, hold real estate: Baptist Church v. Baptist etc. Soc. 44 Conn. 259.

§ 327. Bequests and devises.-It has been held that voluntary unincorporated associations have not legal capacity to take property by will, even for purposes denominated "charitable." 1 Other cases, however, hold that a bequest or devise to such an association may be valid; 2 or, at least, may be made to take effect indirectly. A judgment recovered against the vendor after a purchase of lands by a voluntary association, and after the registry of the deed, but before incorporation, and any levy, is subject to the trust in favor of the association; 4 and the judgment creditor may be enjoined from accepting a deed, or attempting to sell by virtue of his judgment. 5

1 White v. Howard, 46 N. Y. 144; Leonard v. Davenport, 58 How. Pr. 384; Sherwood v. American Bible Soc. 4 Abb. N. Y. App. 227; Goesele v. Bimeler, 5 McLean, 223; McKeon v. Kearney, 57 How. Pr. 349.

2 See § 52, ante.

3 Gibson v. McCall, 1 Rich. 174; Preachers' Aid Soc. v. Rich, 45 Me. 552; Swasey v. American Bible Soc. 57 id. 523; Cory Universalist Soc. v. Beatty, 27 N. J. Eq. 570; and see 2 Perry on Trusts, § 730.

4 African M. E. Church v. Conover, 27 N. J. Eq. 157. 5 African M. E. Church v. Conover, 27 N. J. Eq. 157.

§ 328. Powers and duties of officers.-Directors of an unincorporated company occupy the position of trustees toward the members, and any gain accruing to them from the discharge of their official duties must inure to the benefit of their cestuis que trust.1 Express proof of authority from the partners, or of a necessity to draw bills, in the conduct of the business, is required to justify directors in drawing bills on the credit of the association.2 And where the president and some of the members bought and paid for property for the association, without authority, a ratification by the managers, who had no authority to borrow money or increase the capital, was held

to be inoperative to bind the members. So where the articles of association provided that the agents and trustees should have no authority to bind the association by any contract, unless it contained a restriction that payment should be made solely out of the joint property of the association, an oral contract made by the president with the plaintiff, for work to be done by the latter, was held to be void; 4 but the association having received the benefit of the work, its members were held liable to the plaintiff for it on a quantum meruit. It was, however, held that the trustees of an unincorporated land company were not entitled to be allowed in their account for expenditures made without authority, although such expenditures greatly enhanced the value of the land. rule of a society, "that no officer be permitted to occupy his chair while under charges," etc., should not be so construed as to exclude the officer from the performance of all the duties of his office, but merely to prevent him from occupying his chair at meetings.7 A voluntary association cannot confer judicial powers on its officers or committees; the creation of judicial tribunals is one of the functions of the sovereign power.9

1 Coal Company v. Fry, 5 Phila. 129.

2 Dickinson v. Valpy, 5 Man. & R. 126; 10 Barn. & C. 128.

3 Crum's Appeal, 66 Pa. St. 474.

4 Sullivan v. Campbell, 2 Hall, 271.

5 Sullivan v. Campbell, 2 Hall, 271.

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6 McKinley v. Irvine, 13 Ala. 681. After the dissolution of a volun. tary association, neither commissioners appointed to wind it up, nor their agents, have power to bind the members by any new engage. ment: Lake v. Mumford, 4 smedes & M. 312.

7 Potter v. Search, 7 Phila. 443.

8 Austin. Searing. 16 N. Y. 112; and see Savannah Cotton Ex. change v. State, 54 Ga. 668.

9 Austin v. Searing, 16 N. Y. 112.

§ 329. Liability of officers.-The treasurer of a voluntary association for charitable purposes will be held liable to account for the money in his hands, and to pay it over to those entitled to receive it according to the in

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