Att'y General ex rel. Saunders vs. Albion Academy & Normal Institute et al. this construction, it is within the power of the town officers, by delaying the collection of the illegal tax, to defeat the action entirely, because it must be brought within one year after the payment and not thereafter. Section 1164. But we do not think that any such serious consequences will follow from our decision in any case. At all events, it is sufficient now to say that the plaintiff had an ample opportunity to comply with the requirements of the statute. It follows from these views that the judgment of the circuit court must be reversed, and the cause remanded for further proceedings according to law. By the Court.-So ordered. THE ATTORNEY GENERAL ex rel. SAUNDERS VS. THE ALBION ACADEMY & NORMAL INSTITUTE and others. May 12-June 4, 1881. CORPORATIONS: MANDAMUS. When the Attorney General may bring the action. 1. The defendant corporation, organized under an act of the legislature approved March 31, 1863, is a private stock corporation, and not an eleëmosynary or public corporation; under the provisions of its charter no one can claim the right to receive instruction in the institution on any terms, and no provision is made for gratuitous instruction; the only restrictions upon it are, that no religious tenets shall be required of any trustee or student, and "no sectarianism shall be taught or tolerated' in the institution, and that "persons of both sexes" shall be admitted to all its advantages; and no violation of these provisions is alleged, but the only object of this proceeding is to determine who are entitled to vote at elections of trustees or at other corporate meetings of the stockholders. Held, that, on general principles of public law, the attorney general cannot bring the action, but the remedy is by private action of the parties aggrieved. 2. The defendant corporation is "an incorporated academy or select school within the meaning of secs. 3237, 3239, R. S., and the right of the attorney general to intervene is excluded by that statute. Att'y General ex rel. Saunders vs. Albion Academy & Normal Institute et al. APPEAL from the Circuit Court for Dane County. Mandamus. The relator and the individual defendants constitute the acting board of trustees of the defendant corporation. The complaint gives a history of that corporation, which was organized under chapter 342, P. & L. Laws of 1863 (supplement). It charges that certificates for a large number of shares of the capital stock of the corporation have been illegally issued to divers persons; that the holders of these certificates are permitted to vote thereon at elections of trustees; and that divers other persons, who have subscribed and paid large sums of money to said corporation, are denied the right to vote at such elections. The acts of the board of trustees, by which the above results were accomplished, are set out in the complaint, but it is not deemed necessary to recite them here. The object of the action is to have it judicially determined who are entitled to vote at elections of trustees or at corporate meetings of stockholders of the corporation. The prayer of the complaint is, that the voting list of the corporation be corrected; that certain by-laws, by means of which the wrongs complained of have been perpetrated, be adjudged void; and that the affairs of the corporation be placed in the hands and under the control of a proper board of trustees, to be appointed by the court, until a board is elected by the legal voters of the corporation. The answer of the defendants maintains that all of the acts of the board of trustees in the premises have been and are regular and legal. The findings of the court (which seem to be supported by the evidence) contain all additional facts in the case necessary to be stated. They are as follows: "In 1853, the legislature of this state passed an act entitled 'An act to incorporate the Albion Academy and Teachers' Seminary,' approved April 2, 1853. By said act certain persons therein named were created a body politic and corporate, by the name just stated, with power (among other powers) to acquire, purchase, receive, possess, hold and enjoy property, Att'y General ex rel. Saunders vs. Albion Academy & Normal Institute et al. real and personal, and to sell and convey the same, rent, or otherwise dispose of it at pleasure. It was also provided by said act, that the stock of said company should be divided into shares of $10 each, which should be deemed personal property, and should be transferable on the books of said corporation in such manner as should be directed by the by-laws; and that nine trustees should be elected by ballot, who were invested with certain general powers therein specified, to accomplish the object of said corporation, which was, in effect, to establish and maintain an educational institute of the grade of an academy or seminary. The said act was accepted by the persons named therein as corporators, who soon thereafter organized a corporation in pursuance thereof, received subscriptions to the capital stock in shares of $10 each, solicited and received gifts and donations, acquired lands in the village of Albion, Dane county, erected two large buildings, established a school of the grade of an academy or seminary, issued scholarships, and maintained said school. "In the year 1861 said corporation had expended about the sum of $15,000 in purchasing lands and erecting said buildings thereon, which said lands and buildings were then of the value of $15,000. Said corporation was unable, by subscriptions to the stock thereof, and by gifts and donations thereto, to obtain sufficient funds to enable it to pay in cash the cost of said land and buildings, and the expense of maintaining said school, and had contracted debts to a large amount, some of which were secured by mortgages on the real estate of said corporation. One of said mortgages, executed to one Brown, on a portion of the land of the corporation, on which about one-half of one of said buildings was situated, had been foreclosed, and the land described therein purchased by said Brown for about $1,100; but the same had cost and was of the value of $5,000 or $6,000. Another mortgage, executed to one Rhodes, covering another portion of the lands of the corporation, on which was situated the other half of said buildings, had Att'y General ex rel. Saunders vs. Albion Academy & Normal Institute et al. been foreclosed, and the premises therein described purchased by one Coon, executor of Rhodes, at said foreclosure sale, for the sum of about $900, leaving the title in said corporation to a small portion of said lands, being a strip four rods wide, extending through the interior of said grounds, on which was situated the one-half of one of said buildings covered by the Brown mortgage. Another mortgage had been executed to the defendant C. R. Head, one of the corporators, a trustee and president of the board of trustees, on which was due about $2,500 or $2,600. From sixteen to twenty scholarships had been issued by said corporation, which entitled that number of pupils to attend said school without paying for tuition, thus lessening the current revenue of said school. "Certain persons, to the number of about eleven, stockholders in said corporation, friends of said school, interested in maintaining the same, had purchased the real estate bid off by Brown at his foreclosure sale, and held title thereto avowedly for the benefit of said school. The corporation having thus fallen into financial embarrassment, and lost title to the larger portion of its real estate and school buildings, it was thought desirable by the friends of said school, and those interested in maintaining it, to reörganize the corporation, obtain enlarged powers therefor, and, if practicable, liquidate its indebtedness, and extinguish said scholarships, by changing the same into capital stock thereof. Accordingly, in the year 1862, certain friends of said school applied to the legislature for a new act of incorporation, whereupon the legislature passed an act entitled, 'An act to incorporate the Albion Academy and Normal Institute,' approved March 31, 1863. By this act, certain persons named therein were created a body corporate and politic for educational purposes, by the name last mentioned, with power to hold and convey real estate and personal property, to adopt such by-laws for the said corporation, and the business thereof, as they might deem necessary, not inconsistent with the laws of the United States or of this Att'y General ex rel. Saunders vs. Albion Academy & Normal Institute et al. state. The act also provided that said corporation should have all the powers and privileges, and be subject to the restrictions and liabilities, of chapter 78 of the Revised Statutes, entitled, 'General provisions relating to corporations,' so far as the same might be applicable and not inconsistent with the provisions of said act; that the property and affairs of the corporation should be managed by a board of fifteen trustees, a majority of whom should constitute a quorum for the transaction of business; that said trustees should be divided into three classes of five each; that the persons named as corporators in said act should be the first board of trustees, classifying them; that the first class should hold their offices for one year, the second for two years, and the third for three years; and thereafter the trustees should hold their offices for three years; and that every trustee should hold his office until his successor should be duly elected. "Said last-mentioned act also contained the following: 'Section 4. There shall be an annual meeting held in the town of Albion in Dane county, on the last Tuesday of June in each year, to elect that class of trustees whose term of office shall then expire; such election shall be by ballot, and the persons equal to the number in that class receiving the highest number of votes shall be declared duly elected. Every person who shall have subscribed $10 for said academy, and paid fifty per cent. thereon, shall be a legal voter at such election; and any stockholder may authorize any person to cast the number of votes to which such stockholder may be entitled by the amount of his or her stock in said corporation, by a written proxy, at any such annual election.' Said last-mentioned act. also provided that said board should have the power to elect a president, secretary and treasurer, from their own number, to purchase grounds, purchase, lease and erect buildings, and sell or rent the same for educational purposes, and to devise and execute all lawful measures for the management and prosperity of said institution. Nearly or quite all of the corporators |