Eaton v. Woman's Home Missionary Society

Mr. Justice Dunn delivered the opinion of the court:

The claim of the appellants is that the Woman’s Home Missionary Society of the Methodist Episcopal Church has no power, under its charter or the laws of Ohio, to operate and maintain a home for orphan children or to hold land for any purpose, and that under the laws of Illinois it has no power to operate and maintain a home for orphans or to hold land. The society is conceded to have been lawfully organized with the powers named in its articles of incorporation and authorized by the laws of Ohio. The purposes mentioned in the articles of association are such as natural persons may lawfully associate themselves for, and, therefore, whatever those articles authorize, the society may do under the laws of Ohio. The declared purposes of the society are set out in the articles of association, and are not to be limited by the words of a single clause but are to be ascertained by the reading of the entire declaration. All the clauses are to be considered together and in association with one another in determining what the society may do. Its powers are not to be limited by reading each sentence by itself and carefully excluding'every act not expressly included in some one sentence, but are defined by reading the statement of its powers as a connected whole. So read, it is very evident that the purpose of the organization, and therefore its corporate capacity, extend to the enlistment and organization of Christian women to labor in behalf of needy and destitute children, and to the establishment, through such labor, of schools throughout the United States and its territories, and to the instruction in such schools of the ignorant and unfortunate in the practice of industry and economy and in the principles of sanitary laws and morality,—not merely to the enlistment and organization of women for such purposes but to the actual accomplishment of those purposes: to the establishment of schools and the instruction of the inmates. All orphans are unfortunate, and all young orphans are ignorant and need instruction in the practice of industry and economy and in the principles of sanitary laws and morality. This instruction can be most advantageously given in schools where the orphans can be brought together in homes. If such instruction could only ,be given to individuals scattered haphazard throughout the country there would be a great lack of efficiency, which it is one of the purposes of the missionary society, by organization and systematic co-operation, to prevent. Its purpose is not the mere propagation of charitable doctrines or the encouragement of a missionary spirit, but involves specific and direct action to produce the results mentioned in its articles of incorporation. A school is not necessarily a public school, nor does it imply the teaching of any special subject to the exclusion of others.. Schools frequently find it necessary to provide for the lodging and feeding of the students, and courts have uniformly held that buildings used as dormitories and dining halls for students and instructors in colleges are devoted to the purposes for which.such institutions are organized. (City of Chicago v. University of Chicago, 228 Ill. 605 .) A home where orphans can be collected and supported while they receive instruction is a highly important, if not indispensable, requirement of a school for their instruction. If instruction is to be given the schools must be maintained. A home for orphans may be imagined which is not a school, but “a home for orphan children, or orphanage,” in the language of the will, is an appropriate means for carrying out the purposes of a school for orphans, and the missionary society being authorized to establish such a school, has the power to accept the gift of the home for the purpose of establishing the school. In fact, the missionary society has for many years maintained orphanges in different parts'of the country, one of which is at Urbana, in this State, and We have no' doubt that in so doing it is within the powers authorized to be exercised under its charter and the laws of Ohio.

So far as the holding of real estate in Ohio is concerned, section 8627 of the Revised Statutes of that State expressly authorizes corporations to hold all property, real or personal, ' necessary to effect the objects for which they are created. That land is necessary for a home for orphan children is a proposition which seems to need no argument or authority to support it.

The statute which requires a certificate from the Secretary of State of authority to do business in this State applies only to foreign corporations for profit. The missionary society not being such a corporation was not re-, quired to have such a certificate. Section 26 of chapter 32 of the Revised Statutes provides that foreign corporations shall be subject to the same liabilities, restrictions and duties as are imposed upon corporations of like character organized under the general laws of this State and shall have no other or greater powers, and that no foreign or domestic corporation organized for pecuniary profit shall purchase or hold real estate in this State except as provided for by the general Corporation act. Section 31 of the same chapter authorizes corporations not for pecuniary profit to purchase, hold and dispose of real and personal estate for purposes of their organization, and under this authority they may take and hold as much real estate as is necessary for such purposes. (Hossack v. Ottawa Development Ass’n, 244 Ill. 274 .) It has been held that the manifest purpose of section 26 was to produce uniformity in the powers, liabilities, duties and restrictions of foreign and domestic corporations of like character, and that foreign corporations which are ■ doing business in this State possess the same powers as corporations organized under our- statute but no greater. (Stevens v. Pratt, 101 Ill. 206 ; Barnes v. Suddard, 117 id. 237 .) So in the latter case it was held that a corporation organized to conduct a manufacturing and commercial business under the laws of a foreign State which authorized it to hold any property necessary for its purposes and such as should be-taken in payment of or as security for debts due to it, had the power to acquire real estate in this State necessary for the transaction of its business or taken in payment of or as security for debts. So a corporation organized under the laws of another State solely for educational purposes, having the capacity, under its charter and the laws of its State, to acquire, hold and convey real and personal property, may take and hold real estate in this State to the extent of its capacity in the State of its creation. Santa Clara Female Academy v. Sullivan, 116 Ill. 375 .

_ The missionary society being incorporated in Ohio for purposes for which a corporation might lawfully be organized in Illinois, and being authorized to hold real estate in Ohio necessary to effect the object for which it is created, has the same powers as if it were incorporated in Illinois, including the capacity to hold real estate, unless this capacity is restricted by the law of the State of its organization. The appellants contend that it is so restricted by the language of section 8627 of the Revised Statutes of Ohio, which provides that the corporation shall have power “to acquire and hold all property, real or personal, necessary to effect the object for which it is created, and at pleasure convey it in conformity with its regulations and the laws, of this State.” It is argued that since lands can be ctinve)red only according to the law of the place of their location, the legislature of Ohio, by requiring the power to convey to be exercised in conformity with the laws of that State, has restricted the power to acquire the ownership of land to that State. The words quoted do not refer to the form of execution of conveyances but to the general supervision of the State over corporations organized under its laws, their business and their property. Deeds of real estate must be executed formally in conformity with the laws of the State where it is situated. Such conveyances must also be in conformity with the regulations of the corporation and the laws of its State. Though the corporation may acquire property beyond the territorial jurisdiction of the State, it is not thereby relieved from the supervision of the State and the control of its laws in the management, control and disposition of such property. It is conformity with the law of the State in these particulars which is required of the corporation in the acquisition, holding and conveyance of its real and personal property.

' It is argued that the amount of the devise and.the income derived from the property are entirely insufficient to carry out the testatrix’s design. This objection is not sufficient to defeat the gift. The devise is with the direction to the devisee to establish and maintain a home for orphan children. The income, after the payment of annuities which were given by other parts of the will and amounted .to $300 a year during the lives of the annuitants, was to be devoted to the preservation of the property and the payment of the expenses of the orphanage. If the devisee failed to establish or maintain the orphanage there is a devise over. The devisee accepted the devise, and there is no reason to suppose that the bounty of the testatrix will not be applied to the charitable purpose to which she devoted it. 'Alone it could, perhaps, accomplish little, but supplemented by the means and the efforts of the missionary society to which she has entrusted it, it may be expected to aid in the charitable purpose for which it was intended. The fact that the fund may not be sufficient to provide for the needs of all the orphans in Ogle county is no reason why it should be taken from them and turned over to the appellants.

The decree of the circuit court will be affirmed.

Decree affirmed.