Page:A Compilation of the Messages and Papers of the Confederacy, Including the Diplomatic Correspondence, 1861-1865, Volume I.djvu/440

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Messages and Papers of the Confederacy.

return it with my objections to the House of Representatives, in which it originated. The object of the act appeals most strongly to the sympathies of all; but in providing the means for effectuating that object, it enacts provisions which, in my judgment, are unwarranted by the Constitution. Without affirming that the act creates a perfect corporation, there can be no doubt that it confers upon the board of managers of the institution which it is intended to found corporate powers and franchises of a well-defined character, which constitute them what is known as a quasi corporation. They are to organize themselves into a board, by the election of a president, treasurer, and their necessary officers; are to continue in office until their successors are appointed, thus providing for a continual succession; and they are to be subject to the general approval and direction of the Secretary of War, thus constituting the Secretary a visitor, a usual incident of eleemosynary corporations. They have powers to make bylaws, or, as the act expresses it, the "power to make all requisite rules and regulations" for the government of the institution; and they are authorized to receive endowments from individuals and from the States. These are all ordinary and well-known corporate franchises. But if any doubt could exist as to whether they are granted to the board as a corporation, or quasi corporation, or only intrusted to them as individual trustees, that doubt is removed by the second section of the act. That section provides that the treasurer shall give bond with security for the faithful discharge of his duties, which bond shall be payable to the said board of managers and their successors in office, and may by them be put in suit in any State or Confederate court having jurisdiction. It cannot be understood that this bond is to be taken to and sued upon by the board of managers in their individual capacities as natural persons. This is evident from two considerations:

First. Such a power would be supererogatory and useless, since as natural persons they already had by the common law ample right to make any contract and take any bond or other security not contravening the policy of the law.

Second. The right of action on a bond payable to the managers as individuals would, in the courts of law, remain in and be under the control of the managers after they had gone out of