IN THE

SUPREME COURT OF VIRGINIA

___________________________________________________________
RECORD NO. 150769
___________________________________________________________
SWEET BRIAR INSTITUTE, and
JAMES F. JONES, JR.,
Petitioners,
v.
JESSICA CAMPBELL, BRITTANY BEHRENS, DONNA BEHRENS,
JOHN BEHRENS, MOLLY PHEMISTER, ALEXIA REDICK BARTLETT,
LELIA DUNNING, ANDREW C. BENJAMIN, JANICE I. BENJAMIN,
MAKAYLA B. BENJAMIN and CATHERINE PEEK,
Respondents.
_______________________
BRIEF IN OPPOSITION
TO PETITION FOR REVIEW
_______________________
Filed on behalf of the Respondents:
Counsel of record for this party:
Elliott Schuchardt, Esq.
VA Bar # 86721
SCHUCHARDT LAW FIRM
541 Redbud Street
Winchester, VA 22603
Phone:
(412) 414-5138
Facsimile: (412) 428-9080
E-mail: elliott016@gmail.com

TABLE OF CONTENTS
BACKGROUND ..........................................................................................1
PROCEDURAL HISTORY ..........................................................................4
ARGUMENT ...............................................................................................5
I.

II.

Defendants have not obtained authority under Virginia law to

shut down. .........................................................................................5
A.

UPMIFA requires operation of the college. ...............................6

B.

The 1901 Enabling Act requires operation of the college..........7

C.

Case law indicates that it is proper to enjoin the

Defendants for violating state law. ............................................7

The trial court had a reasonable basis for issuing an injunction.

(Assignment of Error 1)......................................................................9
A.

The trial court had a reasonable basis for finding the

existence of a four year contract.............................................10

B.

Defendants objection to the contract on grounds of

mutuality has no merit. .........................................................12

C.

The trial court did not use the incorrect standard for
granting the injunction.............................................................12

III.

The trial court properly found Defendants are subject to an

implied duty to act in a workmanlike manner. (Assignment of
Error 2). ...........................................................................................13

III.

The trial court properly found Plaintiffs would suffer irreparable

harm if the injunction were not granted. (Assignment of
Error 3). ...........................................................................................17

IV.

The injunction properly defines its scope and operation.

(Assignment of Error 4)....................................................................18

V.

The injunction is not a prejudgment attachment. (Assignment of

Error 5). ...........................................................................................20

CONCLUSION..........................................................................................20

EXHIBITS
Exhibit A - Assessed Value of Sweet Briar Land
Exhibit B - Zehner v. Alexanders, Court of Common Pleas of Franklin
County, Pennsylvania, Case No. 56 of 1979, O.C.D., Vol. 89,
Page 262 (1979).
Exhibit C - 1901 Sweet Briar Enabling Statute.

ii

TABLE OF AUTHORITIES
Cases
Andersen v. Regents of Univ. of Cal., 22 Cal. App. 3d 763, 769-770,
99 Cal. Rptr. 531, 535, 1972 Cal. App. LEXIS 1294, 8 (Cal. App.
1st Dist. 1972) ....................................................................................10
Basch v. George Washington University, D.C.App., 370 A.2d 1364,
1366 (1977) ........................................................................................10
Beukas v. Board of Trustees of Fairleigh Dickinson University, 255
N.J. Super. 552, *564; 605 A.2d 776, *783-84; 1991 N.J. Super.
LEXIS 495, *24-25 (N.J. Super. 1991).......................................... 14, 15
Blackwelder Furniture Co. v. Seilig Mfg. Co., 550 F.2d 189 (4th Cir.
1977). .................................................................................................12
Charles E. Brauer Co. v. NationsBank of Virginia, N.A., 251 Va. 28,
466 S.E.2d 382, 386 (Va. 1996). ........................................................16
Christian Defense Fund v. Stephen Winchell & Assocs., 47 Va. Cir.
148, 149, 1998 Va. Cir. LEXIS 290, 3 (Va. Cir. Ct. 1998) ...................17
Enomoto v. Space Adventures, Ltd., 624 F. Supp. 2d 443, 450, 2009
U.S. Dist. LEXIS 18641, 12 (E.D. Va. 2009) .......................................15
Kashmiri v. Regents, 156 Cal. App.4th 809, 840 (Cal. App. 1st Dist.
2007) ..................................................................................................12
Penn. Life Ins. Co. v. Bumbrey, 665 F. Supp. 1190, 1195 (E.D. Va.
1987); .................................................................................................15
Peretti v. Montana, 464 F. Supp. 784, 1979 U.S. Dist. LEXIS 14576
(D. Mont. 1979) ..................................................................................10
Seniors Coalition v. Seniors Foundation, Inc., 39 Va. Cir. 344 (Fairfax
1996). .................................................................................................17
Town of Vinton v. City of Roanoke, 195 Va. 881, 896 S.E.2d 608, 617
(1954).................................................................................................12
University of Texas v. Babb, 646 S.W.2d 502 (Tex. App. 1982)................12

Va. Vermiculite, Ltd. v. W.R. Grace & Co., 156 F.3d 535, 541-42 (4th
Cir. 1998) ...........................................................................................15
West Caldwell v. Caldwell, 26 N.J. 9, 28-29, 138 A.2d 402 (1958)............14
Wright v. Castles, 232 Va. 218, 349 S.E.2d 125 (1986) ............................17
Zehner v. Alexanders, Court of Common Pleas of Franklin County,
Pennsylvania, Case No. 56 of 1979, O.C.D., Vol. 89, Page 262
(1979)............................................................................................... ii, 8
Statutes
Pa. Not-for-Profit Corporation Code, 7549(b) (1979)................................8
Va. Code 8.01-534 (2015) .....................................................................20
Va. Code Ann. 64.2-1102(A)(2)(2015) ...................................................15
Va. Code Ann. 64.2-1104(B) (2015).....................................................6, 9
Treatises
Corbin on Contracts, 19 (1952).............................................................14

BACKGROUND
This case involves a dispute over at least $340 million of assets -- the
assets of Sweet Briar College.
Sweet Briar owns -- what could be -- the last colonial-era parcel of land
in Virginia. The land is a five-square mile parcel of property conveniently
located next to highways in a densely-populated region. App. 971.
Sweet Briars 3,250 acres are thirty times larger than Disneys Magic
Kingdom theme park in Florida (107 acres) and about one-sixth the size of
Manhattan. In 2010, a developer proposed a $2 billion project for the area,
which would have included nearly 1,000 housing units, shopping, riding trails
and restaurants. App. 971.
Plaintiffs raised the issue of Sweet Briars land with the trial court.
App. 971. According to the Amherst County Assessors Office, the land is
worth at least $250.5 million. A print-out of the assessment is attached as
Exhibit A, for purposes of judicial notice.1
Collectively, Sweet Briar's assets exceed $340 million, after including
the $84 million endowment, and the value of the college's rare art and
documents. App. 468, 971-72.

The assessment at Exhibit A can be obtained online at http://amherstgis.

timmons.com/flex/index.html.

All of these assets are in danger of being sold at fire sale prices -possibly to Sweet Briar insiders -- while the attorney general looks the other
way. On May 5, 2015, the Plaintiffs counsel asked Defendants to agree that
none of the above assets would be sold to any entity in which a Sweet Briar
insider had an interest.

Defendants have refused to enter into such a

stipulation. App. 972.

Defendants Gain Control of the Board
It is possible to determine the Defendants motives by looking at their
actions.

On July 12, 2011, Paul Rice, a real estate developer, became

chairman of the board of Sweet Briar. App. 388, 479-81. Since that date,
Rice has assiduously sought to close the college.
The following year, in 2012, Rice began talking about selling the Sweet
Briar campus.

Initially, the idea was to merge Sweet Briar with Hollins

University, located over an hour away. App. 388. After the merger, the
students would be transferred to Hollins so that the Sweet Briar land worth
a quarter billion dollars could be sold. Id.
The Hollins merger fell through because of lack of support on the
Sweet Briar board. Rice therefore took action to gain control of the board.
Between 2011 and 2014, Rice reduced the size of the board from 35 seats
to 23 seats, and filled vacancies with persons loyal to him.

All of the

members of the board were then asked to sign confidentiality agreements

an unusual action in a non-profit.
Meanwhile, the college didnt bother staffing the Director of
Admissions, Director of Development, or the Alumnae Director. App. 38990, 498-500. Defendants intentionally allowed enrollment to drop, so that
the land could be sold.
Instead of seeking to cut costs, Rice and his hand-picked board threw
care to the wind. In 2014, Sweet Briar spent $1 million on consulting fees.
App. 345, 347 & 389, 482-84. Most of this amount was paid to a single
consultant, who did not even provide a written report. That consultants
recommendation was to close the school.
Defendants Seek to Make their Decision Irreversible
On February 28, 2015, the board voted to close the college.
Astonishingly, directors were not told in advance that closing the school
would be considered during the meeting.

Shortly thereafter, Rice told

several persons that there would be a number of buyers looking to acquire

Sweet Briar's assets. App. 479-80.
Immediately,
irreversible.

Defendants

took

action

to

make

their

decision

Defendants shredded information relating to the incoming

class, instantly destroying 25% of tuition revenue. They sought to sell the

colleges prize-winning collection of 56 horses and the prestigious study

abroad programs, so that these assets could not be used in future
operations. App. 924, 971.
Since March 3, 2015, Defendants public statements show that they
have no interest in saving the college.

Defendants have no interest in

implementing co-education; they also have no interest in fundraising, cutting

costs, or valuing their assets.

Defendants also refused to work with a

renowned debt restructuring expert, who offered to help restructure the

college's small debt at no charge. App. 493-98.
Meanwhile, Defendants claims of poverty do not hold up under
scrutiny. The colleges assets actually increased over the last five years. In
addition, the college could pay off most of its debt from unrestricted assets.
App. 468.
PROCEDURAL HISTORY
The Plaintiffs are a group of Sweet Briar students, parents and
alumnae. On April 17, 2015, the Plaintiffs commenced this case by filing a
complaint for breach of contract with the Amherst Circuit Court. App. 1. On
that same day, the Plaintiffs filed a motion for a preliminary injunction
preventing Defendants from selling, encumbering or disposing of assets.
App. 35, 49, & 284.

On April 29, 2015, the trial court held a hearing on the Plaintiffs
injunction motion.

App. 72 & 385.

During the hearing, the Plaintiffs

presented evidence showing that the college had made representations that
it would provide education and financial aid for four years, provided that the
Plaintiffs agreed to attend Sweet Briar College. The Plaintiffs also crossexamined James F. Jones, Jr., the colleges interim president. During his
testimony, Jones simply could not remember any details concerning the
colleges financial statements, even though he initially claimed to be very
familiar with the June 30, 2014 financials. App. 487-89, 492, 501-04, 507,
527-28.
At the end of the hearing, Judge Updike found that the college had
entered into a contract to provide education to the Plaintiffs, and granted a
six-month injunction against the college selling, destroying, encumbering or
disposing of assets outside the normal course of business. App. 533-549.
ARGUMENT
It is proper for this Court to sustain the trial courts injunction.
I.

Defendants have not obtained authority under Virginia law to shut

down.
Defendants are presently in violation of two different state laws

requiring them to operate a college until they obtain court approval.

A.

UPMIFA requires operation of the college.

As a non-profit corporation, Sweet Briar is subject to the Uniform

Prudent Management of Institutional Funds Act, codified in Virginia at Va.
Stat. Ann. 64.2-1100 et seq. (2015) (the UPMIFA or the Act).
UPMIFA establishes requirements for the investment and spending of
charitable funds in Virginia.

Va. Code Ann. 64.2-1102(A)(2) (2015).

According to UPMIFA, Defendants are not allowed to hoard or

accumulate restricted endowment funds. They are required under the
Act to spend such funds for their designated purposes until Defendants
obtain approval from a court to do otherwise.

Va. Code Ann. 64.2-

1102(A)(2) & (B) (2015). App. 458-59, 465-66, 470. Va. Code Ann. 64.21104(B) (2015).
During the hearing, Jones testified that Sweet Briar had neither sought
-- nor obtained -- a court order releasing it from the affirmative covenants in
its donor documents. App. 391-92, 465-66, 470-72, 475-76, 526-27.
In addition, where a charity argues that its purpose is obsolete, the
charity is required to comply with a cy pres analysis. In other words, the
restricted funds must be used in a manner consistent with the charitable
purposes expressed in the gift instrument. Va. Code Ann. 64.2-1104(C)

(2015). Defendants cannot simply go from 100 to 0, without first seeking to

implement 98. App. 392-93.
B.

The 1901 Enabling Act requires operation of the college.

In addition to UPMIFA, the Defendants have an obligation to operate a

womens college according to applicable state law. On February 9, 1901,
the Virginia General Assembly passed an Act which states as follows:
That the said Sweet Briar Institute shall have power, and it
is hereby made its duty, to . . . maintain and carry on . . . a
school or seminary to be known as the Sweet Briar
Institute.
App. 569. Defendants have not requested a waiver. App. 390, 475-76.
Until Defendants obtain a court order authorizing them to deviate from
UPMIFA and the Enabling Act, Defendants are required to continue
operating Sweet Briar as a college.
C.

Case law indicates that it is proper to enjoin the Defendants

for violating state law.

The facts of this case are similar to those in the Wilson College case.
In 1979, Wilson College was a small womens college located in
Pennsylvania. When the college suffered declining enrollment, the Board of
Directors for the college voted to close the school.
A group of alumni, students, parents and faculty sued the college in
state court, seeking an injunction to keep the college open.

The court

refused to allow the college to shut down because, as here, the Board had
failed to obtain court approval to do so. See, Ex. B., App. 324, Zehner v.
Alexanders, Court of Common Pleas of Franklin County, Pennsylvania,
Case No. 56 of 1979, O.C.D., Vol. 89, Page 262 (1979).
The Pennsylvania law had the same effect as Virginias UPMIFA
statute. Both statutes required court approval before diverting charitable
funds. Specifically, the Pennsylvania statute stated as follows:
Property committed to charitable purposes shall not . . . be
diverted from the objects to which it was donated, granted
or devised unless and until the board of directors or other
body obtains from the court an order . . . specifying the
disposition of the property.
Id. (citing Pa. Not-for-Profit Corporation Code, 7549(b) (1979)).
The Wilson College court found that the defendant college was
seeking to impose a fait accompli on the court, by not seeking court
approval. The court explained its reasoning as follows:
The legislature has clearly indicated that no change in the
use of assets committed to charitable purposes can be
made unless and until the . . . Court grants approval to
the trustees. Otherwise, in the instance of the proposed
closing of a functioning college, the Court would be
presented with a fait accompli.
By implementing the decision to close Wilson College,
the Trustees attempted to essentially deprive the Court
of its power to review the recommendation of the Board
and to approve or disapprove the proposed diversion of
college assets from a teaching institution to some other
charitable use. In addition, the implementation of the
8

decision to close Wilson College without prior public

approval of the Court attempted to deprive the public,
represented by the Attorney General as parens patriae, of
an opportunity to comment upon or protest the decision.
Ex. B, Zehner, at 81-82 (emphasis added).
The Court therefore concluded that the Wilson board had no lawful
right to set a termination date for [its] non-profit activities . . . until Court
approval had been secured. Id. at 84 (emphasis added). Wilson College
later went co-ed, and continues to operate today. The school currently has
triple the number of students it had in 1979.
Virginia law is identical in this case. Va. Code Ann. 64.2-1104(B &
C) (2015).

In the case at bar, Defendants have neither sought nor

obtained authority from any court to redirect charitable assets by not

spending them on education. Without such authority, the Defendants are
acting in flagrant disregard of donor intent, and in violation of Virginia law. It
is therefore proper for this Court to sustain the trial courts injunction.
II.

The trial court had a reasonable basis for issuing an injunction.

(Assignment of Error 1).
In their petition, Defendants ask this Court to reverse the trial courts

finding of a four-year contract in this case.

As explained below, the trial court had a reasonable basis for finding a
four-year contract in this case.

A.

The trial court had a reasonable basis for finding the

existence of a four year contract.

The case law indicates that a contract is created between a student

and a college when a student matriculates at the college.

See, e.g.,

Andersen v. Regents of Univ. of Cal., 22 Cal. App. 3d 763, 769-770, 99 Cal.

Rptr. 531, 535, 1972 Cal. App. LEXIS 1294, 8 (Cal. App. 1st Dist. 1972)
([B]y the act of matriculation, together with payment of required fees, a
contract between the student and the institution is created); Basch v. George
Washington University, D.C.App., 370 A.2d 1364, 1366 (1977) (It is a
general rule that the relationship between a university and its students is
contractual in nature.

It is also accepted that the terms set down in a

university's bulletin become a part of that contract."); Peretti v. Montana, 464

F. Supp. 784, 1979 U.S. Dist. LEXIS 14576 (D. Mont. 1979) (students could
enforce contract where aviation program was cancelled after they obtained
course credits), reversed on other grounds, 661 F.2d 756, 1981 U.S. App.
LEXIS 16020 (9th Cir. Mont. 1981).
During the injunction hearing, Plaintiffs produced form documents
used by Sweet Briar from February 2012 through January 2015. App. 55165.

The form documents show that the college promised four years of

financial aid to the students and their parents, if the incoming students would

10

agree to study at Sweet Briar. App. 551-65. The typical language was as
follows:
I am pleased to inform you that you have been selected to
receive the Founders Scholarship in the amount of
$17,000. The four-year award totalling $68,000 represents
our strong belief and investment in your ability to be a
successful Sweet Briar student, and it is contingent upon
maintaining satisfactory academic progress and good
citizenship.
App. 554 (emphasis added). See also App. 560-61, 563, 565.
The plaintiff students and their parents testified that they relied upon
this express promise when they agreed to accept at Sweet Briar. App. App.
403, 407-10, 413-14, 426, 429-33, 441, 443.
In addition, each letter of acceptance stated the student was being
admitted to a particular graduating class, four years in the future. App. 55165; see also App. 413-14, 423-24, 429-32, 451.

During the hearing,

numerous students and parents testified that they relied upon Sweet Briars
promise to offer a degree at the end of four years of study, when the
students agreed to attend the college and pay tuition.
When a college makes a promise that extends for the entire length of a
student's enrollment, courts have not limited the agreement to a single term
or semester. Kashmiri v. Regents, 156 Cal. App.4th 809, 840 (Cal. App. 1st
Dist. 2007) (where university makes a promise "to last for the duration," that

11

"promise does not expire at the end of the academic year"); University of
Texas v. Babb, 646 S.W.2d 502 (Tex. App. 1982) (student could enforce
upon degree requirements in existence when accepting at college).
The trial courts finding of a four-year contract is therefore proper.
B.

Defendants objection to the contract on grounds of

mutuality has no merit.

Defendants next object to the contract on grounds of mutuality.

This doctrine does not apply in this case because it only applies when
the consideration is mutual promises, which is not the case here. Town of
Vinton v. City of Roanoke, 195 Va. 881, 896 S.E.2d 608, 617 (1954).
The Plaintiff students have paid tuition, attended classes, complied
with the honor code, and generally uprooted their lives.

Plaintiffs have

provided consideration for the contract. See also supra, at 10-12.

C.

The trial court did not use the incorrect standard for
granting the injunction.

Finally, Defendants argue that the trial court used an incorrect

standard for granting the injunction, claiming the court relied upon
Blackwelder Furniture Co. v. Seilig Mfg. Co., 550 F.2d 189 (4th Cir. 1977).
Brief, at 12. The trial court did not cite Blackwelder in its opinion, or use its
test for granting an injunction. App. 533-49.

12

III.

The trial court properly found Defendants are subject to an

implied duty to act in a workmanlike manner. (Assignment of
Error 2).
Defendants next object to the trial court's ruling that Defendants are

subject to implied duties to act in good faith and in a "workmanlike

manner." Defendants brief, at 13-14. See App. 187-90 (court's opinion).
It is proper to reject this argument because the court's opinion is
supported by case law. At least two courts have held that a college has an
implied duty to act in good faith when it makes a decision to close.
For example, in Galton v. College of Pharmaceutical Sciences, 70
Misc. 2d 12 (N.Y. Co. Sup. Ct. 1972), a group of students and alumni sued
to prevent the closing of the College of Pharmaceutical Sciences in the City
of New York. The court held that the college had a duty to act in good faith
with respect to its decision to close:
There is no merit to the contention that the students have
no standing. Students presently attending the College
should not be peremptorily cast out of the College, and
their education interrupted for an indefinite time, perhaps
forever, if such action is arbitrary. Students are entitled to
consideration from educational institutions who invite them
to pursue their education in the halls of learning of such
institutions. Upon admission of a student to a college there
is some obligation upon the part of the college to permit
the student to continue his studies to graduation if willing
and eligible to continue (Matter of Carr v. St. John's Univ.,
34 Misc 2d 319, supra; Matter of Ryan v. Hofstra Univ., 67
Misc 2d 651, 68 Misc 2d 890, supra). Of course, if
circumstances beyond the control of the College, such as
13

lack of finances, prevent the College from continuing, the

issue is concluded. But there must be an opportunity to
inquire into the basis of the determination. The court
must provide it.
Id., 70 Misc. 2d at 14-15, 332 N.Y.S.2d at 912 (emphasis added).
In 1991, the Board of Fairleigh Dickinson voted to close its College of
Dental Medicine. The decision affected a group of students, who had spent
time and money earning credits from the dental school, which were not
accepted elsewhere.
The New Jersey court applied a quasi contract theory, and held that
the college was subject to an implied duty of good faith:
The "true" university-student "contract" is one of mutual
obligations implied, not in fact, but by law; it is a quasicontract which is "created by law, for reasons of justice
without regard to expressions of [**784] assent by either
words or acts." West Caldwell v. Caldwell, 26 N.J. 9, 2829, 138 A.2d 402 (1958), quoting from Corbin on
Contracts, 19 (1952). A quasi-contract is not a true
contract but arises because of considerations of equity and
morality and is distinguished from an express contract or
even one implied in fact which arises from mutual
agreement and intent to promise. Id. This theory is the
most efficient and legally consistent theory to resolve a
university-student conflict resulting from an administrative
decision to terminate an academic or professional
program. The inquiry should be: did the university act in
good faith and, if so, did it deal fairly with its students?
Beukas v. Board of Trustees of Fairleigh Dickinson University, 255 N.J.
Super. 552, *564; 605 A.2d 776, *783-84; 1991 N.J. Super. LEXIS 495, *2425 (N.J. Super. 1991).
14

The Court continued its analysis as follows:

In sum, this court concludes that applying quasi-contract
theory to resolving university-student conflicts over an
administrative decision to terminate a college or program
for financial reasons is the most effective way to avoid
injustice to both the university and its students. The
judicial inquiry should be directed toward the bona
fides of the decision making and the fairness of its
implementation: whether the institution acted in good
faith and dealt fairly with its student body should be the
polestar of the judicial inquiry. . . . This approach will give
courts broader authority for examining university decision
making in the administrative area than would a modified
standard of judicial deference and will produce a more
legally cohesive body of law. . . .
Id., at 255 N.J. Super. at 568; 1991 N.J. Super. LEXIS 495, *28.
The New York and New Jersey law of good faith tracks the language
of the Virginia UPMIFA statute, which requires Defendants to act in good
faith in connection with their management of funds and expenditure of the
endowment. See Va. Code Ann. 64.2-1102(A)(2)(2015).
In Virginia, many contracts are also subject to an implied duty of good
faith and fair dealing. See Va. Vermiculite, Ltd. v. W.R. Grace & Co., 156
F.3d 535, 541-42 (4th Cir. 1998) (In Virginia, every contract contains an
implied covenant of good faith and fair dealing.); Penn. Life Ins. Co. v.
Bumbrey, 665 F. Supp. 1190, 1195 (E.D. Va. 1987); Enomoto v. Space
Adventures, Ltd., 624 F. Supp. 2d 443, 450, 2009 U.S. Dist. LEXIS 18641,
12 (E.D. Va. 2009) (In every contract there exists an implied covenant of

15

good faith and fair dealing.); Charles E. Brauer Co. v. NationsBank of

Virginia, N.A., 251 Va. 28, 466 S.E.2d 382, 386 (Va. 1996).
The good faith analysis used by the New York and New Jersey courts
is therefore directly applicable to the case at bar.
During the injunction hearing, Plaintiffs presented evidence showing
evidence of bad faith: Defendants refused to work with a national debtrestructuring expert who offered to restructure the colleges debt at no
charge. App. 493-98. The colleges assets actually increased over the last
five years.

App.

487-89, 492.

Defendants did not hire a Dean of

Admissions, a Marketing Director, Alumnae Director or a Development

Director. App. 389-90, 498-500. Defendants did not tell alumnae about the
plan to close, even though the last capital campaign raised over $110
million.
The list goes on and on.

Instead of fiscal prudence, Defendants

grossly overspent. According to a former board member, Defendants spent

$1 million on consulting contracts, when similar services could have been
purchased for a fraction of the cost. App. 345 & 347; 482-84.
Judge Updike referenced this evidence in his opinion, when he found
that there is a basis for finding that [Defendants] treatment was hard, and a
basis for finding, not in legal terms, [that] this aint right. App. 544.

16

It is therefore proper for the Court to find a reasonable basis for the
trial courts injunction.
III.

The trial court properly found Plaintiffs would suffer irreparable

harm if the injunction were not granted. (Assignment of Error 3).
The principle inquiry regarding "irreparable harm" is whether an

adequate remedy exists at law. Christian Defense Fund v. Stephen Winchell

& Assocs., 47 Va. Cir. 148, 149, 1998 Va. Cir. LEXIS 290, 3 (Va. Cir. Ct.
1998); Wright v. Castles, 232 Va. 218, 349 S.E.2d 125 (1986).
In this case, there is no adequate remedy at law for the Plaintiffs loss.
If Defendants close Sweet Briar, the Plaintiff students will suffer harm
that cannot be compensated by monetary damages. This is because the
Plaintiff students will not receive credit for all of their Sweet Briar course
work. App. 407-10, 413-14, 426, 429-33. As a result, the Plaintiff students
will be forced to repeat between six months and two years of college
education. Id. As a result, some students may not be able to graduate from
a college at all. App. 432-33.
During the hearing, interim president Jones refused to respond when
asked whether he would sue for an injunction, if he was forced to repeat his
last year of work. App. 155.
However, the gravest loss will be the loss of Sweet Briars beautiful
century old college community. Over the past century, thousands of people
17

have contributed their time and money hundreds of millions of dollars to

make Sweet Briar a place of beauty and education. The library alone has
over a quarter million volumes, which Jones is proposing to sell by the
pound.

Much of the campus itself is an historic district because of its

architectural features and beauty. If Sweet Briar is allowed to shut down,

even for a semester, then this asset to the Amherst community could be
forever lost.
If Defendants succeed in shutting down Sweet Briar's operations, it will
be difficult or impossible to restart those operations.
already lost the incoming freshman class.

The college has

A shutdown will destroy the

revenue from the upper three class years. Even worse, the faculty will be
scattered across the United States.
When the Sweet Briar was founded in 1901, it took five years before
the college started operations in 1906. A gap in operations now would likely
cause a similar delay in fulfilling the intent of the donor documents.
Thus, if the preliminary injunction is not sustained, it is highly likely that
the Plaintiffs will be forever denied relief.
IV.

The injunction properly defines its scope and operation.

(Assignment of Error 4).
Defendants claim that the trial courts injunction is not properly defined

in scope and operation. They are mistaken. The injunction order provides:
18

Defendants . . . shall not convey, destroy, dispose of, or

encumber any assets or property of the college, outside of
the ordinary course of business consistent with past
practices prior to January 1, 2015, for six (6) months from
April 29, 2015, and shall engage in no such act during the
period of this injunction that has as its goal facilitating the
closing of the College unless such act is authorized by
further order of this Court.
App. 982-83. See also App. 984-85. The order then provides specific, nonexclusive examples of types of assets that are subject to prohibitions.
Under the plain language of the order, Defendants are not required to
operate the College (e.g. teach classes), but neither are they permitted to
take action intended to "facilitat[e] the closing of the college." App. 982.
There is nothing contradictory about these requirements.
If Defendants are in any doubt about the scope of the injunction, they
are expressly permitted to return to the trial court for clarification.
Defendants did this shortly after the circuit courts ruling from the bench, and
obtained a second order (entered the same day as the first) permitting the
sale of certain assets. App. 984. Notably, however, Defendants have not
filed any motion alleging any confusion about their obligations under the
existing orders. This omission, alone, should preclude them from attacking
the orders on these grounds on appeal.

19

v.

The injunction is
Error 5).
Finally,

not a prejudgment attachment. (Assignment of

Defendants

argue that the

injunction

IS

"prejudgment

attachment" subject to Va. Code 8.01-534.

They are mistaken. The injunction does not "seize" the property of the
College.

The injunction is not "extraordinary," but instead is a traditional

injunction meant to maintain the status quo, so that the College cannot
destroy its assets in order to render the underlying proceeding moot.

To

credit Defendants' argument would turn every domestic relations case, in

which a spouse is ordered not to waste marital assets, into an "attachment"
proceeding.
CONCLUSION
WHEREFORE, Plaintiffs respectfully request that this Honorable Court
sustain the preliminary injunction in this case.
Respectfully submitted,

ByJLLII~
Elliott J. Schuchardt
Schuchardt Law Firm
541 Redbud Street
Winchester, VA 22603
Phone: (412) 414-5138
Fax:
(412) 428-9080
E-mail: ellioU016@gmail.com

20

CERTIFICATE OF SERVICE
I, Elliott Schuchardt, hereby certify that I served a true and correct
copy of the foregoing brief on the following persons on this 28th day of May
2015 bye-mail and express (overnight) mail, postage prepaid:
Calvin W. Fowler, Jr. Esq.
Williams Mullen Clark Dobbins
200 S. 10th Street
Richmond, VA 23219
E-mail: wfowler@williamsmullen.com
Co-Counsel to Sweet Briar Institute & James F. Jones, Jr.
N. Thomas Connally
Hogan Lovells U.S. LLP
Park Place II
7930 Jones Branch Drive, 9th Floor
McLean, VA 22102
E-mail: tom.connally@hoganlovells.com
Co-Counsel to Sweet Briar Institute & James F. Jones, Jr.
William E. Phillips
Edmunds & Williams, P.C.
829 Main Street, 19th Floor
Lynchburg, VA 24504
E-mail: bphillips@ewlaw.com
Co-Counsel to Sweet Briar Institute & James F. Jones, Jr.

Elliott J. Schuchardt

~jl

tIbbIa"

Parcel 10
79 A 11
110 1 6
1
110 A
1A
110 A
2
110 A
4
110 A
4A
110 A
5
110 A
110 A 6A
7
110 A
8
110 A
110 A
9B
110 A 11
110 A 11A
110 A 12
110 A 12A
110 A 14C
110 A 140
110 A 14E
110 A 14F
110 A 14G
110 A 14H
110 A 141
110 A 1594 A 2
110 A 16
110 A 16

171 DAIRY LN
234 WOODLAND RD
214 WOODLAND RD
219 WOODLAND RD
207 WOODLAND RD
194 WOODLAND RD
203 WOODLAND RD
183 WOODLAND RD
177 WOODLAND RD
171 WOODLAND RD
118 WOODLAND RD
764 ELIJAH RD
176 POWER PLANT CIR
770 ELIJAH RD
786 ELIJAH RD
480 SWEET BRIAR DR
450 SWEET BRIAR DR
197 FARM HOUSE RD
109 POWER PLANT CIR
259 FARM HOUSE RD
279 FARM HOUSE RD
273 FARM HOUSE RD
221 DAIRY RD
123 POWER PLANT CIR
836 ELIJAH RD
590 SWEET BRIAR DR
821 ELIJAH RD
785 ELIJAH RD
832 ELIJAH RD
700 SWEET BRIAR DR
715 SWEET BRIAR DR
278 STABLE RD

Parcel Address

ASSESSED VALUE OF SWEET BRIAR LAND

Owner Name
SWEET BRIAR
SWEET BRIAR
SWEET BRIAR
SWEET BRIAR
SWEET BRIAR
SWEET BRIAR
SWEET BRIAR
SWEET BRIAR
SWEET BRIAR
SWEET BRIAR
SWEET BRIAR
SWEET BRIAR
SWEET BRIAR
SWEET BRIAR
SWEET BRIAR
SWEET BRIAR
SWEET BRIAR
SWEET BRIAR
SWEET BRIAR
SWEET BRIAR
SWEET BRIAR
SWEET BRIAR
SWEET BRIAR
SWEET BRIAR
SWEET BRIAR
SWEET BRIAR
SWEET BRIAR
SWEET BRIAR
SWEET BRIAR
SWEET BRIAR
SWEET BRIAR
SWEET BRIAR
SWEET BRIAR
COLLEGE
INSTITUTE
COLLEGE
COLLEGE
INSTITUTE
COLLEGE
INSTITUTE
COLLEGE
COLLEGE
INSTITUTE
INSTITUTE
COLLEGE
COLLEGE
COLLEGE
COLLEGE
COLLEGE
COLLEGE
COLLEGE
COLLEGE
COLLEGE
INSTITUTE
COLLEGE
INSTITUTE
COLLEGE
COLLEGE
COLLEGE
COLLEGE
COLLEGE
COLLEGE
COLLEGE
COLLEGE
COLLEGE
COLLEGE

Assessment
Assessment
Improvements
Land
Assessment Total
$0.00
$716,100.00
$716,100.00
$35,600.00
$86,200.00
$121,800.00
$118,400.00
$26,000.00
$92,400.00
$181,800.00
$207,800.00
$26,000.00
$127,000.00
$150,500.00
$23,500.00
$23,500.00
$79,400.00
$102,900.00
$214,100.00
$28,500.00
$185,600.00
$69,900.00
$93,400.00
$23,500.00
$23,500.00
$60,700.00
$84,200.00
$143,200.00
$26,000.00
$117,200.00
$70,200.00
$96,200.00
$26,000.00
$26,000.00
$185,700.00
$211,700.00
$135,000.00
$26,000.00
$109,000.00
$88,900.00
$112,400.00
$23,500.00
$26,000.00
$141,300.00
$167,300.00
$149,800.00
$175,800.00
$26,000.00
$2,378,800.00
$2,378,800.00
$0.00
$66,000.00
$1,420,400.00
$1,486,400.00
$218,100.00
$251,600.00
$33,500.00
$0.00
$260,400.00
$260,400.00
$99,100.00
$26,000.00
$73,100.00
$51,900.00
$77,900.00
$26,000.00
$26,000.00
$59,600.00
$85,600.00
$518,900.00
$5,370,300.00 $4,851,400.00
$106,615,300.00
$114,394,100.00 $7,778,800.00
$0.00
$122,800.00
$122,800.00
$1,135,100.00
$1,135,100.00
$0.00
$0.00
$173,300.00
$173,300.00
$564,900.00
$564,900.00
$0.00
$0.00
$957,100.00
$957,100.00
$0.00
$8,870,100.00
$8,870,100.00
$0.00
$85,100.00
$85,100.00
$1,343,800.00
$0.00
$1,343,800.00

110
110
110
110
110
110
110
110
110
110
110
110
110
110
110
110
110
110
110
110
110
110
110
110
110
110
110
110
110
110
110
110
110
110
110
110
110

A 16
A 16
A 16
A 16
A 16
A 16
A 16
A 16
A 16
A 16
A 16
A 16
A 16
A 16
A 16
A 16
A 16
A 16
A 16
A 16
A 16
A 16
A 16
A 16
A 16
A 16
A 16
A 16
A 16
A 16
A 16
A 22
A 32
A 33
A 34
A 69A
A 136
696 ELIJAH RD

134 CHAPEL RD
146 CHAPEL RD
838 ELIJAH RD
219 FACULTY ROW
357 SWEET BRIAR DR
112 FACULTY ROW
134 FACULTY ROW
118 FACULTY ROW
126 FACULTY ROW
605 SWEET BRIAR DR
175 FACULTY ROW
189 FACULTY ROW
199 FACULTY ROW
211 FACULTY ROW
153 PRIMROSE LN

102 CHAPEL RD
565 SWEET BRIAR DR

106 CHAPEL RD
104 CHAPEL RD

605 SWEET BRIAR DR

675 SWEET BRIAR DR

655 SWEET BRIAR DR
655 SWEET BRIAR DR

SWEET BRIAR COLLEGE

SWEET BRIAR COLLEGE
SWEET BRIAR COLLEGE
o SWEET BRIAR COLLEGE
SWEET BRIAR COLLEGE
o SWEET BRIAR COLLEGE
SWEET BRIAR COLLEGE
SWEET BRIAR COLLEGE
o SWEET BRIAR COLLEGE
SWEET BRIAR COLLEGE
SWEET BRIAR COLLEGE
o SWEET BRIAR COLLEGE
o SWEET BRIAR COLLEGE
o SWEET BRIAR COLLEGE
o SWEET BRIAR COLLEGE
o SWEET BRIAR COLLEGE
o SWEET BRIAR COLLEGE
SWEET BRIAR COLLEGE
SWEET BRIAR COLLEGE
SWEET BRIAR COLLEGE
SWEET BRIAR COLLEGE
SWEET BRIAR COLLEGE
SWEET BRIAR COLLEGE
SWEET BRIAR COLLEGE
SWEET BRIAR COLLEGE
SWEET BRIAR COLLEGE
SWEET BRIAR COLLEGE
SWEET BRIAR COLLEGE
SWEET BRIAR COLLEGE
SWEET BRIAR COLLEGE
SWEET BRIAR COLLEGE
SWEET BRIAR INSTITUTE
SWEET BRIAR INSTITUTE
SWEET BRIAR INSTITUTE
SWEET BRIAR INSTITUTE
SWEET BRIAR INSTITUTE
SWEET BRIAR INSTITUTE.

$11,066,700.00
$1,856,300.00
$17,167,200.00
$3,523,200.00
$12,888,500.00
$3,349,000.00
$2,052,500.00
$1,964,200.00
$2,706,600.00
$832,200.00
$57,400.00
$2,554,200.00
$3,407,800.00
$2,175,500.00
$3,814,300.00
$3,239,400.00
$4,382,900.00
$8,553,100.00
$650,800.00
$813,200.00
$322,800.00
$27,700.00
$106,800.00
$101,100.00
$101,100.00
$101,100.00
$719,900.00
$176,000.00
$219,000.00
$246,400.00
$230,000.00
$175,700.00
$32,200.00
$13,400.00
$16,400.00
$65,300.00
$175,500.00

$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$31,000.00
$32,200.00
$13,400.00
$16,400.00
$65,300.00
$76,500.00

$11,066,700.00
$1,856,300.00
$17,167,200.00
$3,523,200.00
$12,888,500.00
$3,349,000.00
$2,052,500.00
$1,964,200.00
$2,706,600.00
$832,200.00
$57,400.00
$2,554,200.00
$3,407,800.00
$2,175,500.00
$3,814,300.00
$3,239,400.00
$4,382,900.00
$8,553,100.00
$650,800.00
$813,200.00
$322,800.00
$27,700.00
$106,800.00
$101,100.00
$101,100.00
$101,100.00
$719,900.00
$176,000.00
$219,000.00
$246,400.00
$230,000.00
$144,700.00
$0.00
$0.00
$0.00
$0.00
$99,000.00

110
110
110
110
110
110
110
110
110
110

A
A
A
A
A
A
A
A
A
A

14B
150
14A
1594 A 2
1594 A 2
35
35
35
35
35A

TOTAL ASSESSED VALUE

134 CHAPEL RD
655 SWEET BRIAR DR
816 ELIJAH RD
221 DAIRY RD
221 DAIRY RD
154 SAN ANGELO DR
200 SAN ANGELO DR
197 SAN ANGELO DR
134 SAN ANGELO DR
SWEET BRIAR COLLEGE
SWEET BRIAR COLLEGE
SWEET BRIAR COLLEGE
SWEET BRIAR COLLEGE
SWEET BRIAR COLLEGE
SWEET BRIAR INSTITUTE
SWEET BRIAR INSTITUTE
SWEET BRIAR INSTITUTE
SWEET BRIAR INSTITUTE
SWEET BRIAR INSTITUTE

$250,560,000.00

$878,800.00
$0.00
$489,700.00
$0.00
$523,100.00
$36,000.00
$5,370,300.00 $4,851,400.00
$5,370,300.00 $4,851,400.00
$3,374,500.00
$225,000.00
$89,500.00
$0.00
$1,683,800.00
$0.00
$1 ,151 , 100.00
$0.00
$1,236,300.00 $1,189,900.00
$878,800.00
$489,700.00
$487,100.00
$518,900.00
$518,900.00
$3,149,500.00
$89,500.00
$1,683,800.00
$1 , 151 ,100.00
$46,400.00

Oler, Jr., Esq., Attorney for Petitioners

DeLuca. Jr., Deputy Attorney GeneNlI,

, for the Commonweal'7

eU} J.

~ ~I McQuaide. Esq., Attorney for Petitioners

'-1J ~ 18 Menaker, Esq., Attorney for Respondents

.....

The gaventing body ot a college, operating as a Don-profit corporation,

betore Implementing any declsion to termhtat.t, must, In additIon to
securing court approval. dow the public, !epresented by the Attorney
Genfl'll as parens patriae, an opportunity to commentupon orproteat the

o.

promptly and regulady share with the Board or Trustees. administrative

staff, faculty J student body and alumnae the seven problems of the
college as they were developing constituted a groq abuse of authority and
diacretioD Under section 1726{e) of the Not-for-Profit Corporation Code.

4. The !alIure of a College Ptesident to implement and provfde leadership

in furihering reconunendatioDl made by professional consultants to
&ttengthen the programs of the colege and to delegate authority to the
CODege's adIQinlstrative staff. coupled with the failure of the President to

3, 'lbe trustees of a charitable trust or a nonprofit corporation may not

divest trust or coxporate lSSets to purposes other than those pro\'ided by
the settior ot a trust or the charter or a non.profit corporation unless and
~til the fuJfUJJnent DC its charitable purposes has become impossible or
.mpractieaJ.

2. Due to the uniqueness of I coUege and the problems peculiar to the

continuing viability of lIUch an ongoing iustitution, a JOveming body may
not bnplement any deelslon to tennlnate it unless and until court approval
has been secured.

L Section 7M9(b) or the Corporation Not-for.Profit Code. Att of

November 15. 1912.1'.L. 1063. 15 Pa. C.S.A.. Sect. 1549(b) requites that
the trustees oC a non-profit corporation seek Oxpbans Court approval
betom changin, the nature of the lDatitution.

Orp/unu Court Jurisdiction CorportlUon Not'lor-Profit Code Coll*

ClOlinl OylJreI Doctrine Gross Abtue of Authority and Discretion

ZEHNER, ET AL. v. ALEXANDER. iT AL.t (The Wilson

CoDege Case). C.P. Franldin County Branch. No. 56 of 1979,
O.C.D. Vol. 89, Pap 262

f
t

"t)
""

On May 1, 1979. counsel for petitioners presented their

motion to amend the original petition to include an allegation
that WiJson CaRege be made a party 1 and that the College be
joined as a necessary or indispensable party to the proceeding.
On the same date an Order was entered granting petitioners
leave to amend, and joining the CoRege as a party.

28

On April 30, 1979, at 1:30 P.M. the Court met with

counsel for the parties and the Deputy Attorney General for a
prolonged in depth pretrial conference. Pursuant to the Court's
request, counsel for the parties submitted extensive memoranda
of law on disputed issues, and the Deputy Attorney General
submitted a memorandum limited. to the issues of jurisdiction
of the Court, the Court's supervisory ,.uthority, and wbether
trustees of a non-profit corporation must secure Orphans' Court
approval before implementing their decision to end or
fundamentally alter the said corporation.

On March 27, 1979, counsel tor the petitioners, in the

presence of counsel for respondents. hereinafter TRUSTEES,
p~nted a petition for a citation to issue to. the
respondents-trustees ot Wilson CoRege, hereinafter COLLEGE,
to appear and show cause why tbeysbould not be removed
immediately as trustees; sucessor trustees appointed. the Court
thereafter to exercise its supervisory powers over the
administration of the CoRege in conjunction with the new
trustees; that they be pennanently enjoined from implementing
the closing of the CoRege; and further relief including the
awarding of counsel fees and costs of suit to petitioners be
granted. The petitioners also sought an injunction pendente lite
to restrain further action implementing the closing of the
College to prevent waste. Tbis Court declined to grant the
preliminary injunction prayed for by the petitioners. A decree
was entered the same date directing the issuance of the cltations
to the Trustees and setting May 7, 1979, at 9:30 A.M. as the
date they were returnable and for bearing on the matter. On the
same date a pretrial conference was scheduled for 1:30 P.M. on
April 30, 1979. On April 5, 1979, J. Thomas Menaker, Esq., of
McNees, Wallace & Nurick advised tbe Court that he was
entering a general appearance on behalf of the properly served
respondents. On April 30, 1979, the properly served
respondents' answer containing new matter and objections was
filed. On the same date Bartholomew DeLUca, Jr., Deputy
Attorney General, entered an appearance on behalf of the
Commonwealth of Pennsylvania, Department of Justice.

OLLER, J' t May 25, 1979:

ADJUDICATION AND DECREE NISI

....... " '" ........

II "" . . . . . . . . . . . . "
/I> . . . . .

'"

..

"

..... I>

....

.............

"

..

""

'"
$

....

,,10

v. , ... 10

ret Re1dout v.................... 8

.()rplum3 COlI.rt Jurisdiction Corporation. Not-!or-Prop! Code (Allele

CIMins. Cy Pr. Dodrme ~ Cross Abuse of AUlkority and Discredon. 27

Zehner, et at v. Alexander, et aI. (The Wilson College Case)

The Wilson College Case: Zehner, et al. v. Alexander, et at ..... 27

Shaffer, Commonwealth, ex

Shaffer, Commonwealth, ex ret Leedy v. . ................... 14

Peterso~ et aI. Greencastle-Antrim School District. et aI.

In re: Myers Name Change Petition

,Chanse 01 Nome. Unmarried ParettJ.$ ClUtMY ill Granciparents .. 2S

Hasan, CUmberland Valley Savings IlD:d Loan Association v. . .... 1

01 AaiDA

Greencastle-Antrim School District, et al v. Peterson, et aI.

-School Director" Removal Irom Ol/ice InJuJ/i.cienCY to Slate a Cause

.Morlsale F"reclosure - Priority of Liens "Erection and Construccilm"

SecUon,1201 01 the Mechtmic', Lien Law 0/ 1963 - Constitutionalhy . 1

CUmberland Valley SaVings and Loan Association v. Hasan, et al

Commonwealth ex ret. Raidout v. Shaffer

.htititm I" Vocate Juclpent. Pa. Rep 2034(d} JlinDr .. 8

Commonwealth ex reI.. Leedy v. Shaffer

Custody Prior Conduct. feruler Year" Doctrine. Child'4 Preference .14

AleDnder, et aI., Zehner. et at. v. (The Wilson College Case) 2.7

CUMULATIVE
Table of Cases

controlled

by any domestic or foreign

nonprofit

80

The Court in In Be Pennsylvania Home Teaching Society.

supra., at 567 determined that: uthe provisions of the Estates

This jurisdiction, applicable to all matters arising under

Title 14. is made particularly relevant to the hearing of
petitions to remove trustees by Section '1726 of the
Corporation Not-for-Profit Code and to hear and determine the
validity of corporate action by Section 7783. Most importantly,
Section 7149 of the Code requires the approval of the Orphans'
Court .before any property committed to charitable purposes
can be diverted from its purpose.

Recent decisions have interpreted this provision as giving

the Orphans' Court broad jurisdiction over the administration
of property held by nonprofit corporations for charitable
purposes. In Be Pennsylvania Home Teachmg 8ociety, 15
Fiduc. Rep. 556 (Phil. 1975); The Music Fund Society, 73 D&C
2d 115 (PhiL 1975); Women's Christicm Temperance Union of
Pennsyluania v. Bearhalter. 6 Dile 8rd 20'7 (Bucka 1977). These
decisions indicate that "the scope of the rule contemplates that
jurisdiction extends
to all internal matters of non-profit
corporatlons for charitable purposes. even to matters not
directly bearing upon such funda," Women's Chrittian at 212.

~nnsyJvania Consolidated Statutes....

corpo:ration and aU matters arising under Title 15 of the

or

(1) Nonprofit corporations: The .dmin11lmtlon and proper

application of property committed to ebuUable purposes beld

follOWing matters:

In addition to other matters which by law are to be heam

and determined by the orphans' court divislon of court of
common pleas, the division sbaI bear and determine the

It is undisputed that Wilson College is a nonprofit

corporation and is, therefore. subject to regulation under the
Corporation Not,.for-Profit Code, Act of November 15. 1972
P.L. 1063. No. 271, 15 Pa. C.S. Sect. 7101 etseq.. Jurisdiction
over the instant proceeding is granted to the Orphans' Court
under Rule 2156 of the Rules of Judicial Administration which
states inter alia:

DISCUSSION

maintain the ultimate goal of continuing Wilson College as an

educational institution. As to those Trustees. though their
culpability be of varying degrees, they were seriously misled and
meant only weD for Wdson Conege.

Act of 1947, now 20 Pa. C.S. Sect. 6101 etaeq., do apply [in
arising under Pennsylvania Rules of Judicial
Administration No. 2156] and especial1y the C'Y pres doctrine as
delineated in 20 Pa. C.S. Sect. 6110. We have arrived at this
conclusion because we are satisfied the legislative intent
expreased in 15 Pa. C.S. Sect. 7549(b) is to require court
approval for any fundamental change as to the disposition of
property committed to charitable purposes which affects the
basic conditions under which such property was donated.
granted. or devised.. U

81

The legislature has clearly indicated that no change in the

use of assets committed to charitable purposes can be made
"unless and until,. the Orphans- Court grants approval to the

Property committed to chJ!itable puJpOSes sbIU not, by any

prOCftdlng under Chapter 79 ot this title (mating to
fundam~ntal changes) or otherwise, bt diverted l'rom the
objects to which It was donated, granted or devised. unhlSl end
until the board of directors or other body obtains from ~
eourt an order under the Estates Act of 1947 specifying the
disposltlon of the property. (emphasis added)

It is for this reason that Section 7549(b) of the

Corporation Not.fot~Profit Code must be read by the Court to
require that the trustees of a nonprofit corporation must seek
Orphans' Court approval before changing the nature of the
institution. Section 7549(b) states:

The situation presented by the proposed closing of Wilson

College is unique. Property held by a standard charitable trust
generates annual income, and alterations or attempts to alter
the purposes of the trust do no generally damage the trust. its
principal. or its income-earning capacity. The assets of Wilson
College, however, are held for the charitable purpose defined by
Wilson, charter, the establishment and maintenance of an
institution of higher learning as a teacbinginstitution. As an
ongoing entity. a conege is significantly affected by any change
in its structure. Attempts to implement such changes
can severely damage the corporation, the entity of the conege.
in ways which may be difficult to repair.

Therefore, although the Corporation Not-for-Profit Code

under Pennsylvania Rule of Judicial Administration 2156
authorizes the Orphans' Court to bear actions involving
nonprofit corporations, this does not deprive the Court of
jurisdiction under the Probate. Estates and Fiduciaries Code.
Act of June 30.1972, P.L. 508 as amended, 20 Pa. C.S. Sect.
711.

cases

,0

82

The prayer of the petition inter alia seeks the removal of

While we recognize. as we must. the distinct possibility

that a time will come when the continuation of Wilson CoUege
as a teaching institution may become either' impractical or
impouible of fulfillment. the totality of the evidence did not
persuade us that that time is now. The difficult days that lie
ahead for Wilson College. its governing board, its alumnae and
its student body are obvious. However, we doubt that those
future days are any more fraught with peril. any more risky.
any more doomed to tanure than tte conditions and
circumstances which confronted the incorporators 110 years
ago.

The trustees of a charitable trust or a non~profit

corporation may not divert trust or corporate assets to purposes
other than those provided by the settlor of a trust or the charter
of a non~profit corporation unless and until the fulfillment of
those charitable purposes has become impossible or impractical.
The evidence in the case at bar does not establish either the
impossibility or the impracticability of Wilson College
continuing as a teaching coDege - only that its continuation
wiD be difficult and demanding of much time, effort. and
dedication.

2. Due to the uniqueneU of a conege and the problems

peculiar to the continuing viability of such an ongoing
institution, we conclude a governing body may not implement
any decision to terminate a college unless and until Court
approval has been secured.

1. This Court bas jurisdiction of the subject matter here in

litigation.

We therefore conclude:

By implementing the decision to close Wilson Conege the

Trustees attempted to essentially depriVe the Court of its power
to review the recommendation of the Board and to approve or
disapprove the proposed diversion of coUege assets from a
teaching institution to some other charitable use. In addition,
the implementation of the decision to close Wilson CoUege
without prior approval of the Court attempted to deprive the
public, represented by the Attorney General as parens patriae,
of an opportunity to comment upon Ol" protest the decision.

accompli.

trustees. Otherwise, in the instance of the proposed closing of a

functioning college, the Court would be presented with a fait

."....

\J

3. The petitioners Jean Colgan Zehner, David Platt, Isabel

W. Fulton. Mrs. J. McLain King, Nancy Besch, and Wilson
College have legal standing to maintain this proceeding.

We do conclude the conduct of Dr. Margaret Waggoner

constituted a gross abuse of authority and discretion, and she
will be permanently removed from the Board of Trustees of

88

We do not find that the petitioners sustained their burden

of proving that the conduct of the remaining trustees

We do conclude Dr. Mary Patterson McPherson must be

removed from the Board of Trustees of Wilson College due to
the existence of the conflict of interest between Bryn Mawr
College and Wilson CoDege and her failure to exercise the
special knowledge and expertise she bas which we conclude
constitutes "other proper cause". Dr. McPherson will be eligible
for reappointment or reelection to the Board upon termination
of the presently existing conflict of interest.

Wilson eoDege.

2. The trustees other than Jane R. Stewart were properly

and adequately served and are subject to the jurisdiction of
this Court.

5. The Board of Dilectors of Wilson College. as the

directors of an on..going non~profit cozporation actively engaged
in the field of education, could determine that the cozporation
should discontinue its chartered non-profit activities; but it had
no Jawful right to set a termination date for those non-profit
actMties or take any steps toward the implementation of that
termination decision until Court approval had been secured.
84

baving a distinct and unique interest in the proceeding do not

have legal standing to maintain it.

4. 'Ihe petitioners Karen Deveyt Gretchen Van Ness,

Susan Nussbaum. Laure) Bauer and MettY Hope Meloyt while

CONCLUSIONS OF LAW

In the case at bar we find no evidence of fraudulent

conduct or dishonest acts with reference to the cozporation by
any trustee.

"It is sir, as I have said. a small college. and yet there

are those who love it. n

appropriateness of Daniel Websters famous statement in the

Dartmouth Conege cue:

Speaking of the Wilson alumnae, the Court feels it only

appropriate to conclude this discussion by noting the. singular

CoUege. its alumnae.

1. This Court has jurisdiction of the subject matter.

Parenthetically, we are conltrained to observe that we

hav& gmve doubts as to the wisdom of this Boani or any
governing body being a self perpetuating entity; for it tends to
thwart .lle introduction of innovative programs and. concepts.
stultify' progress and consecrate past actions and
decisions, which may no longer be viable. We WOUld commend
to the Board for its consideration the amendment of the
By-Laws to permit the election of a certain number of trustees
annually or biannually by the natural constituency of Wilson

constituted "grasa abuse of authority or discretion with

reference to the cozporationu or Uany other proper cause, We
therefoJ'e decline to remove any of the remaining trustees.

WJ'he court may. upon petition or ally member or director,

removt from office any director In case oC fraudulent or
dishonest acts, or gross abuse of authority or dise.r:etion with
refetenee to the corporation. or rot' any other proper callie,
and may bar from office any director so removed tor a period
prescribed by the court..' Act of 19'12. Nov. 15, No~ 211. Stet.
1126(c). 15 Ita. C.s.A. 7726(0).

many years and their tenure in office varied greatlyt we are not
prepared to attribute or even attempt to attribute collective
Board action or inaction over an unidentified period of years to
individual memhers of the Board. With some very few
exceptions not here applicable. those who seek the removal ot
trustee or trustees must sustain the burden of proving l1at the
specific trustee was personally guilty of conduct justifying
removal. To hold otherwise would constitute guilt by
association, a concept we reject.

Being mindful of the fact that l1e individual tmsf4es

took their seats on the Board at various times over a period of

all trustees. Counsel for the petitioners contend that the very
act of votin, to close the College and then without Court
approval proceeding to implement that decision to close was
totally de1dmental to the charter purpose of W'lIaon College and
grounds for judiclal removal. Tbey also contend that the
evidence establiab. a history of mismanagement directly
contravening the educational PUIposes of the. corporation which
justifies removal.

..

Aft

16. Dr. Mary Pattemotl McPherson shall be removed from

the Board of Directors of Wilson College due to the patent
conflict of interest exiating.between BrYn Mawr College where

15. A trustee of a non~profit corporation may not have

any interest conflicting with the interest of the corporation.

that expertise which can reasonably be expected considering

their training. experience and background; for the duties and
responsibilities of such trustees may not be taken lightly.

14. The law requires trustees of a non..profit corporation

to bring to the boam to which they are elected or appointed

2. Dr. Margaret Waggoner is removed from the Board of

Trustees of Wilson College this date.

18. The evidence establishes a gross abuse of discretion

and authority on the part of Dr. Margaret Waggoner, President
of Wilson Coll., and she shall be removed as member of the
Board of Trustees of Wilson College.

86

Exceptions are granted the petitioners and respondents.

6. Jurlsdiction of this matter shall be retained by this

Court.

5. Costa of this proceeding shaD. be paid by the properly

served respondenta.

4. No funds of Wilson College shall be expended on

bebalf of the respondents herein.

3. Dr. Mary Patterson McPherson is removed from the

Board of Trustees of Wilson College this date,

1. The closing of Wilson College on June 80.1979, or on

any other date, without prior Court approval, is enjoined.

NOW, this 25th day of May, 1979:

DECREE NISI

21. The February 17, 1979 action of the Board of

Directors was indefensible procedurally and substantively.
Therefore no assets of Wilson CoUege shaD be expended in
payment for defense of the same

20. The Court will retain jurisdiction of this matter.

12. The closing of Wilson College on June 30. 1979 will

be enjoined.

Ttustees justified in resolving on February 17 1979 to close

Wilson College as of June 30. 1979.

11. Neither on the facts or the law was the Board of

10. On February 17. 19'19 and as of t.":tis date fulfillment

of the charter purposes are neither impossible nor impractical
though in jeopardy as a result of the improvident and
precipitoUs decision cl the Board of'Trustees on February 17.
1979.

continue it as an institution of higher learning and as a teaching

institution until its charter purposes became impossible or
impractical of fulfillment.

9. The fiduciary responsibility of the Board of Trustees

required that Board to use those assets of the College to

19. The Board of 'l'rustees shall meet as often as the

exigencies of the situation shall require.

18. The remaining members of the Board of Trustees shall

without delay meet and fill aD. vacancies on the Board and take
the action necessary to insure that Wils.on CaRege will open to
discharge its chartered purposes at the appropriate time in
September, 1979.

8. The assets of Wilson College were accumulated over

110 years in the discharge of and to discharge its charter

mandate.

trustees of

17. The evidence does not establilh as to the remaining

the Board of Trustees of Wilson College that
individually their errors of judgement rise to the level
required by law tor their removal as ttustees.

she is the chief executive officer and Wilson College; and due to
her failure to exercise her recognized expertise as a director of
Wilson College.

'1. The huatees of Wilson Conege have a fiduciary

responsibility to the College to fu1fjJJ the mandate of its charter,
viz. that it be a teaching iDatitution.

corporation.

6. Without prior Court Approval the Board of Trustees of

Wilson CoDege had no lawful right to determine what
disposition mould be made of the assets of the non--profit

AOTS 0.11' A88IUtBJ.Y.

126

WhCl'CIIB to the power vcsted in it, the said Portsmouth llnd Oornland
telephone compAny llna constructed dnd ia no\\' OllCrllting a tclcphono
sYlteln in the collnty oC ~or!()Ik; and
WhCl'etlS tho snid company is desirous of extending and operating a
telephol1e! Imd tolegrAph line from Deep crcele, in the county 01 N()rfol~.
to the NorLh Olll'oJinn line, lind of acquiring tho necessary right of wily
for the SAllie j therefore,
.
1. Dc it enactCtl by tho gc11/.;t1l11l9scmbly of Virginlu, 'I'lInt the Portamonth and Cornland (Illcphonc comllllny lie, and it i8, hereby Iluthorized
to consLruct nnd equip /l telephone lind telegraph Ilne CroUl Dco}) creek,
in t.he coullty 01 Norfolk, in I.bo southerly direction, to the North Oarolina line; und it is further auLhorizoo nnd elllllo\Vc.rod, ill locating ita
suid linc, to coni-rnct nud ngrcc with tho Lako Dl111llJnol>d CllUal and
waLer company for n l'igltt of wny for ita poles llnd wires a.long the out~r
edgo of UlC cnnnl J)jlnk on the cnstem bank, belonging to SIlid L4lce
1>l111mnond cannl nna wntor COlnlJAny, in tho county 01 Norfolk; llnd in
onla of disagreement as to Ute nmol1nt to be paid to 8I1id LItke Dnun~
mond eRn,,) Imtl water co1llpnny for saiel right of \Yny, tho Mid Porta.
mouth nnd Col11111Ud telephone compAuy 8hl111 have the rigM to condemn SAid right of \my, ill tho mRnner proscribed by tbe :to~-sfxth
chapter of illC code of Virginin, edition of cightcCll hundred and eighty.
Bcvell.
2. This /lct sholl be in force Irolll its pnsango.
.

CHAP. lZJ.-Au ACT

to Incorporate tbe Sweet Dtfar InaULute, 11l the count)' of

Amherst, Virginia.
Approyed Febnlary S, 11101.

Whorells Imlinnn Fletch<>r WilliAms, Into of the county of Amherst,

did. upon the third OilY or "pril, eightOOll hundred and ninety-nine,
mnlro lind pUblish her llllit will ond tcstJnncnt, which \file duly Ildmitte<l
to Pl'OlJlltc in tho connty conrt or Amherst county on the tWi!lIty-third
dny at NO\'embor, ninctCt'n llunclrctl; lind
WhCl"CIIS tho eighth and Ihil't(J(!llfh clnuses of har said will 8l'O in
tho fonowing words nl\,lllsttu'CS-lo-wit:
tll~iA'hUI. J givo to my consill, lrnry J,co PllgC, residing in the cily
of RichlllOl111, Virginia. my slnntnUon tlIImed '}fount Snillt Angelo,'
which consists ot one thollPnn IIllfl nfty ncres, lind adjoins ISw'cat Briar
,lllllIIlLlon,' SHlllllcel about lllr~d miles south of Amherst Vil),lgC, AmJlCI"!It (lOll1lt.y, Virginia-to huve and to hotel for nnll during h01' lilaUme;
Dnd llpon hcr dentll j.bo.I1llitl rlllnLltion shnll fnll into and becomo a purt
0' Ill)' 1'I'1Iicll1t11'.v estnte; IImI T horcby give nnfl devise tho IIlIlnO lIS exIll,(,&lcd in the following 'thirlr.t'lllh' clnuse of thill. my ,,-ill, lIpon tho
fin me trtll'lfll, fol' the SRUle lIses, IllHlsl1bjcct to the slImo JlrohibiLion agninst
tho MJe or IlIi(mntioll thereof, Os nrc thCJ'ein eelllmi! with reference to
my Sweet Brinr plnntation.

EXHIBIT

126

ACTa OF ASSEMDLY.

l'Thirtccnth, 1 gire nnd devise nIl my plantntion and tmct of lnnd

kno\\'n til Sweet Driar plantatioll, aitllnted in said Amherst county, Virgillin, between thc road lending from Amherst to L)'l1chbl\l'g Ilnu lhe
road from Amhnrst to ArchoT8 rnill'ond staLion, logether with evul'ything on snid plantation (C',xccl,t certain Ilrliclca ill my hOlll!O already
gil'cn) ; R1so, all my InlHl knuwn lUI the 'Smoky hollow plnce,' and tho
adjoining Inmla on !'n\1I'a mountRin, ill said Amherst county; nlso, my
placo know'll U8 the mdlic1ny tl'llct, conlnining nhouL fh'c hundred nmI
c1evon acros, sitlll1lell ill Stlid Amhnl'l>t COlll'lty i IlI!!OJ tIm two Lrncta or lal1(l
devised to me by the will of my latll brolller. Sidnoy li'letchcl', IIdjoinitllt
S\\"cet llrllll' ))JlUltntion, all(l now l'nntc<} Rnd ooctlpiccl for UIO yenr cigll-tcen lmnclrcd and llimty-nine by O. E. Ourter nlltl O. Doweon; also,
lhe hrch'o trntta of land 10cnlNt 111 Perlbr district, Amhcl'St county,
Virginhl dcvisoo 10 In:! Ill' tim will or m.\' lute hrolht!r, Sidllcyi"latahnr.
Illeo, my lot 011 Molu sin'tt, ill f'J'lwhhuftJ. Virginh\, a(ljoinillg the Prcabylerilln church; 8180, Iny lot in TJYllchbul'g on Dinmond hill, ooLween
Court mul Clny 8frccl.ll, containing two nnd n hnlf ncrcs i Illso, Illl ot my
OUle,. 'roll) elltote sihlal.c<1 in UIO cily of Lynchburg. Virginin, <lcviscd to
mil hy the will of my lata hroUm" Siclnl'l,Y '1*'ll.'t('hol'; nnd also, the rest
Il}Hl rcntnhl{lor of all my rcal Ant! pcrStllllll prl)llCrty (e:tC(1pt thnt he1'e.
tororo lIlcntioned in this will), \\'hohlocvcr And whomsoever it may he
lIitunlmI. unto t.ho Hight Bonwend A. 1\f. Hnlldolph (who is the Bishop of
(he Southern lliom;c of Virglnill), the lte\'crcnd J, U. OUI'lIon, or J"Yl1ch.
hllrJ{. Yir~illin. Stupheu n. Hnrding, ot Amherst COllllty, Yil'gillin, and
the n(!w~r(!"tl Arthur P. Orny. of AmI1crst. Virginin, IUld the survivors
tlr flnryivnr oj them, as Irllllte<!lI llpon the trnsts Ilnd with the powors
and dllt ieft ;. ..rcinoi!cr speelfled-lhllt. ill io l\Ily:
J, "I flirt,.,. tllP. snid tl'tlstOOIl fori hwilh ntter my decense to proclll'C tho
incol1'0llttion ;n t.he stohl of Virginia of It corporntion to be called tho
rSwcet Rrinr institnle,' linch oorpflmtion to be cl'I'Jlted by due Pl'OOOSI cf
Inw. either tinder t11f) j.tCnornl Inwi relnting to tho formlltion of eorpo1'O.
tiona 01' hy n Llpccinl rhllrtf'r lo bo ohtnino(l from the \tlgislalul'll of the

~tnt.e

of "irginin.

"Thll Mid corpornUoll It!lnll 1M) formed for the ohjeet and with the
rOWel' of C!llnblishing IIlId mnintnhIinIJ within the f:t.ntc of VirginiA II
l!{)hooJ 01' seminary tor the cUll('nlloll of wllitn gil-1ft nmI \'onng WOtn<!Jl, and
IIhnll be <'lathed wilb ellpndt,v to toke h~' ilccll or will, by g}ft or purnltlllle, nfl{l to hole1 fl'.tI1 I'lilntc nlli{ pcrtsnntll property, Its ntYmrs"shnll 00
mnnn""l hy It I)(lR1'fl of M\'('11 (7) rlil'C'Otofl'. who IIholl hnv<I tho po\yer to
fill "IIf'nnriC>1I in thl'ir mnnlwl'. nn(l Ihe first hOllrd of directors ahan hn
llIltnCcl nnl1nplloinfr(l b~' tim tl'lIl'te!!!I hereinherore namOll.
"Tmntf'dinfdy upon thl'! fll1'lIlntion nnd OI'j..r:'lIIilUltion (It tlllt'h eol'pt>rt'Itlnn, tlu' Pllitl trlll4tf'('!, I'hnl1 gl'l1llt nmI cnm'ey. n!lll 1 IIMchy givc nnr'l
iI(!vi~(.. tltt' !lRid I'M} f'~tnto Ilncl ]ml'l\onnl prol"<'l'ty II!!lt nll/we rlr.!ICribec1
(0 thc Fllill MrJlOrlltion. 10 hn\'{! nllll to hoM the fllIme unto i~ Ilnd its
f'l1r,r.I'I'FOI'R {m'(!\'pr, upon tho ronilif,inll!l 01111 for Iho pnl'Jl0!\C8 ht'reinnttor
!lr.elIlT(,{l. which it ~hnll lleecpl nnd RAAlllllC-nnmp.ly: The said dorpt>Tation shn1l with lI11itllhlC! iiil1(lnlch c.1tnllli!lh. Rlld IIhn1\ mnintnin and car!,y
on upon the snid plnntation. R Achool or seminnry to be known as the

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ACTS 011' A8flJeMDf.Y.

127

'S\root 11r1n1' institute,' for the education of whitu girl. ond youllg
women. 1t sitall be the general &colle and object of tho school to implll't
to ita IItuduuta such cducnUoll in sound learning, aud such physical,
mornl nnd religions training llR 6hall, in tbe judgment of the directors,
beat fit thcm to be uso!ul members of lIOOiety. No part of tho said Sweet
Briar plantntlon ond the bro trACts of land adjoining, now rented llnd
oceuploo ay C. l~, Ollrter and C. Dawson for the yeor eighteen hundt'cd
and ninety-niue, a8 nllOl'u mentioned, phil II at ahy time be Bold or
nlienated by lbe cor})ornLion; but it shall h!l'fo !.11C powel' to lel180 or
hire alit such llOrliolls thereof ns may not ue directly needeu for the
or.cupaUoll of the school nnd its .umunding gl'ounda. 'rhe pel'8onal
propl'Jl'ty Ilt'l'cln g1"Ch shall be l\t'pt invioln.to DS fln entlowlllcnt lund,
whlett shall be illvl.lstctl nn.l ro-invclItcd uy the corporation, and of whioh
the in<lome only lIhall be l1acU lor tile support and ml1inj,ennncc of the
Bcbool; but Lho corporation shnlllulVe tho power to expend tI. part of the
prinelpnl ill crectillg nnd cqlllpllillg such buildings nnd making such
improvt'nlcnls upon Ih~ !lAid pllllltlltlon liS the l1il'OOtol'8 lnay deem
expcdicJl~ 1111d llro)lCl' for thu usc of tho acllOO). I dcsil-e that tho school
1I1Iall he mndo sel{-lIl1PP0l'ting. !IO far a. praeUenble; but it is my hope
thnt the Lonrel (If din'Cltll'll JlIII)' hI' Ilblo. (roln !bo illllomc placed at their
t1i51lOsnl, 10 establish schoillfllhirn nfronling tuiUOll !llld mnilltcnnuoo for
n Iimitc<l number 01 clcscrrhlg sindllntll, which scholarships shall bo
aWl1rded uncler linch rnll'S Dnd regulntio\ls 48 thu board may prcscribe.
tI'1'hc foregoing deviso Il.lld bequcata n1'O mnde upon tho condition that
Iho alti<l corportttino IIlutlJ keep in repnir anrl in gOod ordal" the cemetery
on

~rorll1mcnt

hill fore\'er.

mfhiR beqllest, devise nnll foundlltion nrc mnde in fnl1il1ment of my

own desire, nnll of the eapccinJ J'Cq\lCllt of my lnte huabnnd, James Henry
WiUiarllA. solemnly com'cy",-1 (0 me by his Ill8t will ntid testament, for
lhc establishment 01 n lK''1lClunl memorial 01 our deceased daugbter,
Dnisy WUliama"; and
WhClTr.ft! Ole tl'ludccs named in the lhilLccllth clause of tho said will,
in Mnforlllity with lhe clCih'O oC t.btl testatrix expressed therein, dc.,iro
that n corporation shnll be created [or UtO purpose 01 cnrrying out the
axpl"CIISOO wislle9 nml nima of (Ite Mid Indiann Fletcher Willinms 118 act
fori b in the Miet will; nnd
Wherells it is lIOW d('t'uK'f1 I1dvi!<llblc hy tI10 general nssemblJ of VirginiA to credo lIlIch n corporntlon n. is ~l1gg('.~tcd in the said will, with
power to l"Cccivll find hol<1 nn of the pmllCl'ty t.llOrcin described and to
Ilccept Ihe rcnt nnel [laf&Olln! pml't!rty illrrcin dnvisacl lind bcquenthed.
6ubjuct 10 the terms Il.IHJ t!Cll1cliti01ttl flllCCifionlly preserihed in the mid
will; nolY, Uloreforo.
1. 11c it ClllI~t('ii 11)" lh(~ gl"lle)'111 t\ilSCmhly or 17irginin. Thnt n corporntion IInc1 botl,v politic ill hcrehy el'!!fIIC'iI, I1m1,,\' tho nnmc nnd style of the
Sweet nrim' inRlitlltl', 111111 by thn~ nnmn I1It'l ~nj1 t'O)'j1l>mtioll (\h~n bnve
perpetunl stl~{'Jlj:ion with nn the pnwl'l'!\ Bllrl rigbts herain lIpcciflclllly
grunt"d, or whlch. Ilnclrr the ~l'n('lruJ IA\V of the alnte of Virginin, rnn.}'
portllin to ('orporlltiolll of II lileo chnl'l1r.t('l',

The $Riel cOfJli>rlltinn shall fnl"lllor hn\'C power tn suc nnd he S'tIOO hy

- - - - -----------'----_..,._............_----.._-----

128

ACTIf 011' A88KMnt,v.

ita corporate name; to odopt 11 common scnl. which it mlly alter ot ita
1)letl8ure; to contrnct and be contracted with; to receive lin,] hold pl'0Pcrty, both rolll nnd personal, or tiny other killd of prop~rty, by purchllse,
cxchnnge, devilJl!, giCt, lJcqll~lJt, or by lilly other molIa by which proporty
mllY be Il~qulrcd. Ilnd to Boll or otherwise dilllloso of thc amnn when the
interest of tho Bnid col'})orntion may tcqnil'C It, lind ,vhen its PO'VC1'8 in
thnt respect Ilre not othcnnac restricted.
2. Thllt the aRid corporation lIllnn be governed ana controlled by a
board of sevell director., \\'ho shnll 00 Rppointccl by tho trustees named
in the tlllrtcclItll clmulC 01 tho will of snld IndillllG. Fletcher Williams.
lind shllll conl'ltllute tho oorporatora of said ool'pol'ation.
The SlIid l>OnrU sh.llllllVD tho right llpon tho happening of IIny VIlOlUlcy
therein hy c1t'nl h, l'CSlgl1ation, or otht!r\\'iae, to elect 11 811ooe8sor to fill
such vnennel' j and shall further have the right, by a vote of five of ita
members. lind Cor cnuac. to remove any of ita members. Ilnd elect a
Bl1ece880l' to the pcr&on lin removed. The board, BO conlltituted, shall have
under its control all the nfl'llira of U19 snid corporatioll, 8nfl from it.
own body shaH hnve power to elect a prO!idcnL Alll1 vicc-presldent, fot'
aueh terms as it may think proper; an<1 shalJ also llll\'~ power to sclect
nll oUlcr nfficers and elnployccs who. in its opinion, may he requisite
to the conduct of tho COrpOl'fttioll llP-reill c)'oated; to assign their duties.
functions, nnd obligations; fix their compensation, and, when neccssary,
roqllirc of them proper officinl bonns to SOOllro the fnithful porformnnee
of their dutie!!, respectifely. It allaH IIlso havo the right to adopt by.
Inw8, rull'8 nnd regulations for its own deliberntions, and fnr defining its
powel's ana dutics, lind for regulating the conduct of the ImaillCSS of the
corporntion. IInu mlly nppolnt e;(OOlltive nnd other committccs from ita
own hody Ilnd delegate to Ulnm such of ita powers 08 it may doom
ndvianhlc.
3. That the enid corporntion ltercb.r crcntcd is authorized nnd em~
pnwercc1 to Ileccpt and hold aU the property. both I'cn1 Rnd personal,
devisi'd nnd bcql1enthed to the trustees nnmr.t1 In the BIlle1 ",HI. nnd
throu.ah tllcm to it, in anticipation of this net of incorporation, by tho
will of Mid Indiana Flntcher WilIinm.'1, ns act fOl'tll in the two CltlllBeS
thel'rof' hereinberore quoted. Anc1lt fll fnrther nllthorll'.Il<l t('l noocpt nnd
hoM the snme. subject to the powers nnd duties conferred nnrl prescribed
by this charter. nnd 1I11bjl'Ct especially to the terms. conditiolla, lind re.
strict ions sproinlly sot forth in said will and for tho purpoBCI therein

~~cd.

4. Thnt the BAitl Sweet nrlllr instittltc ahlll1 hllve power. and it is
::;:;>hcrehy mn.lc it. dut)', to C!ltftbllsh with suitnble dispAtch and malntnln
nne1 rAM'V on upon the pJantntion nllmed in &Rid will. in the county
or Am)lI~r.st. 1\ IIchnol or seminary" to he known AS the ~S\,.cct Bl'lnr in&titnte," for lhe r.dumtion of "hite girls lind yonllg women.
The A'cnarnl Ft'OflC nnel objcct of the IIdIOO) slll\l1 he to impnrt: to its slllrleniR 1\11<,11 1'r1Il('ntion in !!OlInc} l('nmtn~. 1I111 linch phvllienl. mornl,
IImI roH;riolls trnininJ! OR Rhllll, in tile jlld;rment ot tho (1irccto~. h(!llt
iit UWnl to he l11'CfllI memhers of Roci('ty. 'fhe honrd of directors s}Ulll
hnvc pownr to catnbJish free IIChoJnrships, n.:tTording tuition and main-

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ACTS OJ!' A88ENDLY,

129

lellnnee for a limited number of deserving atudents, whieb B<lholal1lhipa

shall bo ftwurdnd under such rlllc.s nnd regulations as the board of direc"
tors may prCl!<)ribc.
5. Tliat thc circuit court of Amberst county, or tl16 judge theroot in
vocation, in any proper suit, or upon petition filed in term, or before the
judge jll vnention, ofter rcnsonablo notice, mny, when the pc1'80nnll'cproscntntiv8 of Ule !laiel lndillna l!'Jctober Wmioml shall pay money or
tum o\'cr IIOcnrities to 1MB COl"pornUoll belonging to it;, under the bequest
mllc1e by the Bilid InilianA Flctcher WiIlhuns,order tiUlt no refunding bond
allall be required of the snid corporation tor the SUInS so paid or tho
securities ao lurned over, lind its receipt shaH acquit the said p01'llOool
representative of all liability tor suoh p"ymeni or tnnling over, but suoh
pnying 01' tnrning Over shall not relievo tho fund 01' securities So paid
or tllrn~ t)1'et, from litlbililr for ,UIY leglll ohligttUotl to which it would
hove bt!CJl subject In lbe blinds of tho sllld penonn} l'Cprcaentlltivc.
This ACetion shall not alf'ect the genom} lawaI the sta.te 118 to the
aeLtlomcnt of Ildueiuj' accounta, except to dispense \,lth Ule J'clnnding
bond Ila illuicntcd noo,'o, lIud tho eleenlor shall hllve and be entitled to
the sarno riglds, immnuitiCll, IJrivilegcs, inlcl'08~J nnd emolulllents given
him by Ill\\" be/ore the g1'lIut of this charter. -Nothing' in Uti. act shall
bo eonstrucd as requiring 01' Iluthorlzing n court to require the cxcout-or
to pay nny money or tUrn over I\ny property sooner tbnn lIe ia required
10 do by tho genoml JIt\f III force at tlta timo of his qualification lIS auch
executor.
G. Tile llut1iLor ot public accounts lor Ill1d on behalf of the stille of
Virginia, nwI 1ho bonrd of supervisors of Amherst collnty for and on
bohnlf oC Amherst I:ounty, or nnJ sub-division thcrccf, 11M horeby authorfzcd nml cmpo\\,ercd to compromise, IJdjust, nnd settle My aud all claims
or deln4nda of !laid stat!!, COllnty, or any 8ubdivlsion of said county,
Ilgninst thc cstntc of the said Indlnna Fletcher \VilJiama, 01' any estate
in \Yhich she \l"as interl!8tcd. .And thO f:rustccA JlInned in the \rill ot said
Indiann Fletchel' Williams or the boam
dfrootol'8 herein mentioned
nnd her personnl rcprcsentlltive 1l1'C autltori:J:ed and empowered to ecmpromiae. adjnst, and loUlo I\ny II1ld All debts, c1l1ims or demands atYectmg said eatnle or I\ny CJitnto in which she WIlli interested 80 tnr 118 it
affect. ller estate: providnd, thnt any slIch compromiso, adjllstment, Ilnd
!lettlcment shnll bo Itpprovod b.v the circuit MnTt for Amherst connt;y 01'
1110 judge thereot in ,'neaUon.
7. This Ilct s11nll be in 10Too from its pWllge.

0'

17