TH E
PARAMOUNT ISSUE
Can the African Methodist Episcopal Church,
through its General Conference> control and
direct the affairs of its Sunday School Union,
under the terms of the Charter granted to said ]
Sunday School Union by the State of Tennes¬
see, February 18, 1889? In this question
ownership is necessarily involved. -
Compiled by C. S. SMITH
April, 1922
CONTENTS
General Observations 3
Constitution of the Sunday School Union 8
Charter 9
Extracts from the Report of Ira T. Bryant 12
Bill of Complaints 14
Answer of the Defendant 19
Final Decree 21
Titles to Property 22
GENERAL OBSERVATIONS
1. The main point of contention is that the terms of
the Charter are contradictory, in that while the first sec¬
tion confers on the General Conference of the African
Methodist Episcopal Church the right to control and direct
the operations of the Sunday School Union, that other
sections confer on the Board of Directors the power to
direct and control the affairs of said Sunday School Union.
The question is as to the validity of the first section.
2. It was the understanding of the applicants for the
Charter that Section 1 dominated all the sections follow¬
ing- it and that there was no need of conforming to said
Charter except as to Section 1. With this understanding
the incorporators did not organize according to Section 4
of the Charter. In fact, with the exception of Section 1,
the Charter was allowed to fall into disuse and become
quiescent. The prime object in obtaining said Charter
was that The Connectional Sunday School Union of the
African Methodist Episcopal Church might receive and
convey property under the protection of the State of Ten¬
nessee.
3. It was never contemplated to wrest from the Afri¬
can Methodist Episcopal Church the right to control and
direct the affairs of its Sunday School Union through its
General Conference. Hence none of the sections of the
Charter, save that of Section 1, were enforced. Nor was
there any attempt to enforce any of them until the lapse
of a period of twenty-nine years, one month and nineteen
days; i. e., from February 18, 1889, to April 9, 1918. Dur¬
ing this long interval not a single meeting of the Board
of Incorporators was held, for the reason, ias already
stated, the persons to whom the Charter was granted did
not deem it necessary in view of the dominating position
3
4
of Section 1. During the interval referred to, two of the
Incorporators died—Bishop H. M. Turner and Lewis Win¬
ter; their deaths being followed by two of the three re¬
maining charter members—Bishops Evans Tyree and Rev.
G. L. Jackson. Thus the compiler is the sole surviving
charter member.
4. The cause that led to the holding of a meeting of
the then three surviving charter members at Nashville,
Tenn., April 9, 1918, was to satisfy the legal adviser of a
proposed purchaser for the property at 206 North Side
Public Square, Nashville, Tenn., which had been purchased
February 28, 1888, by the Rev. Charles S. Smith, for The
Connectional Sunday School Union of the African Method¬
ist Episcopal Church. As at that time The Connectional
Sunday School Union was unincorporated, title, was taken
to the property in the name of Charles S. Smith, trustee
in trust, for The Connectional Sunday School Union of
the African Methodist Episcopal Church. February 9, 1889,
Charles S. Smith, trustee in trust, conveyed the property
to an organization under the corporate name of The Sun¬
day School Union of the African Methodist Episcopal
Church.:
5. So far as ownership and functioning are concerned,
there never has been, and is not now, the slightest dif¬
ference between ''The Connectional Sunday School Union
of the African Methodist Episcopal Church" and "The
Sunday School Union of the African Methodist Episcopal
Church." In all essentials they are one and the same.
6. Two major suits re charters have in recent years
been passed on by the Chancery Court of Davidson Coun¬
ty, Tennessee—Vanderbilt University, Nashville, Tenn.,
and the unreported case of the Southwestern Presbyterian
University, Clarksville, Tenn.
7. The vital element in the Vanderbilt case was that of
ownership. From a study of the case as found in the
"History of Methodism, 1881-1916," by Rev. H. M. DuBose,
D.D., who was officially connected with the Southern
Methodist Publishing House (Nashville) from 1898 to 1910
s
and from 1915 to 1918, and who during both periods was
a resident of Nashville, I do not find that there is any
parallel between the Vanderbilt case and the question at
issue. In the Vanderbilt case the Supreme Court of Ten¬
nessee decreed March 21, 1914, that Cornelius Vanderbilt
was the founder of Vanderbilt University, and that the
Methodist Episcopal Church. South, was neither its found¬
er nor owner." It further decreed that "The sole and
single vestige of right possessed by the Church was that
it should exercise the perfunctory office of confirming the
selections made by the Board of Trustees to fill vacancies
as they occurred."
8. August 11, 1882, Rev. C. S. Smith, with the consent
and approval of the Bishops of the African Methodist
Episcopal Church, founded the Sunday School Union of
said Church; which action was approved and ratified by
the General Conference of the African Methodist Epis¬
copal Church, the same being the lawmaking body of said
Church, in regular session at Baltimore, Maryland, May,
1884. At this time (May, 1884), the African Methodist
Episcopal Church, through the action of its General Con¬
ference, came into possession of the Sunday School Union,
founded by the Rev. C. S. Smith.
9. From the founding of the Sunday School Union to
May, 1900, it was financed chiefly by voluntary contribu¬
tions received from the Sunday-schools of the African
Methodist Episcopal Church. These contributions were
made annually on the day known as "Children's Day." The
grand total of these contributions from September, 1882,
to May, 1920, was One Hundred and two thousand, three
hundred eighty-three dollars and forty-five cents. From
1888 to 1920 the financing of the Sunday School Union
was shared by the profits from the business, chiefly from
the sale of Sunday-School supplies.
10. In making his canvass for election as Secretary-
Treasurer of the Sunday School Union by the General
Conference of 1908, Ira T. Bryant proposed that the con¬
tributions from Children's Day should be diverted from
6
the Union to a fund for the support of superannuated-
preachers. This proposal was accepted by the General
Conference of 1908 and was continued until 1916. At the
General Conference held in Philadelphia, May, 1916, Mr.
Bryant made an appeal for the return to the Sunday School
Union of the contributions raised on Children's Day. His
appeal was favorably considered. The records show that
from May, 1916, to May, 1920, the Sunday School Union
was the beneficiary of contributions raised on Children's
Day to the amount of Eleven Thousand eight hundred and:
eleven dollars, and thirty-eight cents. In addition to this,
the Sunday School Union, in 1918, profited by the sale of"
the property at 206 North Side Public Square, Nashville,
Tennessee. The selling price, so I have been informed,
was Nine Thousand, One Hundred Dollars. The owner¬
ship by the African Methodist Episcopal Church of the
properties purchased by Mr. Bryant for the Sunday School:
Union may become a question due to the irregularities of
the titles of said properties.
11. The original title of the Sunday School Union was
"The Connectional Sunday School Union of the African;
Methodist Episcopal Church," but in the application for
a Charter the word "Connectional" was dropped. When
the property at 206 North Side of Public Square, Nash¬
ville, Tennessee, was purchased, title was taken in the
name of The Connectional Sunday School Union of the
African Methodist Episcopal Church. This was in the
year 1888. About the year 1917, this property was offered
for sale and a purchaser was found, but his attorney-
refused to sanction the purchase on the ground that the
title of The Sunday School Union at it appeared in the
deed and as it appeared in the Charter were at variance
in that while the word "Connectional" was a part of the
title as appearing in the deed, it did not so appear in the
Charter. As I understand it, this difference was the basis-
of a "friendly suit" in the Chancery Court of Davidson
County, Tennessee. I call attention to this to emphasize
my affirmation that the right of the General Conference-
7
of the African Methodist Episcopal Church to direct and
control the affairs of the Sunday School Union has never
been an issue in any court of equity.
12. The property at 206 North Side of Public Square,
Nashville, Tennessee, was purchased by funds that be¬
longed wholly and exclusively to The Connectional Sunday
School Union of the African Methodist Episcopal Church.
If "The Connectional Sunday School Union of the African
Methodist Episcopal Church" and "The Sunday School
Union of the African Methodist Episcopal Church" are not
in purpose and function one and the same, then, whence
did the latter organization derive its authority to sell the
property of the former, as was done in the case of the
property at 206 North Side of Public Square, Nashville,
Tenn. ? The title, "The Connectional Sunday School Union
of the African Methodist Episcopal Church" may be re¬
garded as the Constitutional title;-the other, "The Sunday
School Union of the African Methodist Episcopal Church"
may be regarded as the corporate title.
13. At the General Conference of the African Methodist
Episcopal Church, held at St. Louis, Mo., May, 1920, Bishop
J. S. Flipper was nominated by the Council of Bishops and
continued by the General Conference as the President of
the Board of Managers of the Sunday School Union.
Bishop Flipper accepted the position as he did in 1912 and
1916. Mr. Ira T. Bryant was elected Secretary-Treasurer
of the Sunday School Union by the General Conference
of 1908, and was re-elected in 1912, 1916 and 1920.
14. As to the meeting of the "Original Incorporators,"
referred to on page 33 of the report of Mr. Ira T. Bryant
to the General Conference of the African Methodist Epis¬
copal Church, held at St. Louis, Mo., May, 1920, I do not
agree that the "Incorporators" met "for the purpose of
organization, in pursuance to the Charter granted them
by the Secretary of State of the State of Tennessee, on
the 18th of February, 1889." The prime object of the
meeting was to devise means by which a satisfactory title
might be given for the sale of the property at 206 North.
8
Side Public Square, Nashville, Tenn. Moreover, Rev. G.
L. Jackson, and not Mr. Ira T. Bryant, was the secretary
of that meeting-.
15. The governing body of "The Conneotional Sunday
School Union of the African Methodist Episcopal Church,"
from 1884 to the present, has been that provided for in
articles 3 and 4 of the Constitution of said Sunday School
Union. This applies equally as well to the organization
whose corporate title is "The Sunday School Union of the
-African Methodist Episcopal Church."
THE FIRST SIX AND THE FOURTEENTH ARTICLES
OF THE
Constitution of The Connectional Sunday School Union of the
African Methodist Episcopal Church, Adopted by the General
Conference of said Church, Baltimore, Md., 1884.
Art. 1. The title of the association shall be "The Connectional
Sunday School Union of the African Methodist Episcopal Church."
Art. 2. Its object shall be to unite, strengthen and extend the
Sunday-school work of tthe African M. E. Church in the United
States and elsewhere; to provide an ample and suitable literature
for the same; to aid the needy Sunday-schools thereof; to encour¬
age the holding of Sunday School Normal Institutes and Conven¬
tions for the training of teachers, and to impart information con¬
cerning the best methods of governing, conducting and equipping
Sunday-schools, and to secure the proper grading of our Sunday-
schools, and to gather whatever statistics and other data, may be
necessary to keep the Church continually informed of the true
condition of our Sunday-school work.
Art. 3. The officers of the Union shall be a president, who shall
be a Bishop of the African Methodist Episcopal Church, who shall
be selected by the Council of Bishops; vice-presidents, consisting
of the remaining Bishops, ranking according to their seniority in
office; a corresponding secretary, who shall be elected by the
General Conference; a board of managers, consisting of 'seven
members; four traveling preachers and three laymen, four of whom
shall reside within the City of Nashville, Tenn.
9
Art. 4. The Board of managers shall be nominated by the
Bishops and confirmed by the General Conference, and shall hold
their office for four years. Its control of all the interests of the
Sunday-school Department shall be absolute. The president, vice-
presidents, corresponding secretary and treasurer shall be ex-officio
members of the board of managers.
Art. S. The Board of Managers shall have power to frame its
own by-laws; to locate the headquarters of the Union; to select
and arrange for the supplying of Sunday-school helps and requisites;
to extend aid to needy Sunday-schools; to provide for the payment
of the current expenses of the Union, and to perform any other
labors that may be deemed necessary to further the legitimate
purposes of the Union.
Art. 6. The Secretary shall act as Treasurer of the Sunday-
school Union, and shall be required to give a bona fide bond of Five
thousand ($5,000.00) Dollars for the faithful performance of his
duty.
Art. 14. This constitution cannot be altered or amended except
by the General Conference of the African Methodist Episcopal
Church.
CHARTER OF INCORPORATION
STATE OF TENNESSEE
Sec. 1. Be it knozvn, That Charles S. Smith, Henry M. Turner,
Evans Tyree, Green L. Jackson and Lewis Winter, all citizens and
residents of the United States of America, desire to be incorporated
and are hereby constituted a body politic corporate by the name
and style of "The Sunday School Union of the African Methodist
Episcopal Church." The objects of said corporation shall be to
organize and carry on Sunday-school work among the people of
the United States of America and elsewhere; to unite and extend
the same; to encourage the holding of Normal Institutes for the
training of Sunday-school Teachers; to print and publish religious
literature and sell the same; also to print and publish any other
kind of literature that may be approved of by the Board of Man¬
agers, and to sell the same to Sunday-schools or to persons engaged
in promoting the religious, moral and intellectual welfare of Society;
to impart information concerning the best methods of governing,
conducting and equipping Sunday-schools and to equip the same in
every particular, and that all of said operations shall bo under the*
10
control and direction of the General Conference of the African
Methodist Episcopal Church and subject to its orders, laws and
directions.
Sec. 2. The chief office of said corporation shall be located at
Nashville, Tennessee.
' i
Sec. 3. The general powers of said corporation shall be, to sue
and be sued by the corporate name, to have and to use a common
seal, which it may alter at pleasure; if no common seal, then the
signature of the name of the corporation by any duly authorized
officer shall be legal and binding; to purchase and hold or receive
by gift, bequest or devise, in addition to the personal property owned
by the corporation, real estate necessary for the transaction of the
corporate business, and also to purchase or accept any real estate
in payment or in part payment of any debt to the corporation, and
sell the same, to establish by-laws, and make all rules and regula¬
tions, not inconsistent with the laws and Constitution, deemed
expedient for the management of corporate affairs; and to appoint
such isubordinate officers and agents in addition to a President and
Secretary or Treasurer, as the business of the corporation may
require, designate the name of the office and fix the compensation
of the officer.
Sec. 4. The said five or more incorporators shall, within a con¬
venient time after the registration of this Charter in the office of
the Secretary of S^ate, elect from their number a President, Sec¬
retary and Treasurer, or the two last offices may be combined into
one; said officers and the other incorporators to constitute the
first Board of Directors. In all elections each member to be en¬
titled to one vote, either in person or by proxy, and the result to
be determined by a majority of the votes cast. Due notice of any
election must be given by advertisement in a newspaper, personal
notice to the members, or a day stated on the minutes of the Board
Six Months preceding the election. The Board of Directors shall
keep a record of all their proceedings which shall be at all times
subject to the inspection of any member. The corporation may
establish branches in any other county in the State.
Sec. S. The Board of Directors may have the power to increase
the number of Directors to seven or ten if they deem the interest
of the corporation requires such increase. And the first or any
subsequent Board of Directors may have the power to elect other
members,- who, on acceptance of membership, shall become cor¬
porators equally with the original corporators. The Board of
Directors shall have a right to determine what amount of money
paid into the Treasury shall be a prerequisite for membership, or
if necessary, what amount shall be thus annually paid, and a failure
11
"thus to pav shall, in the discretion of the Directors, justify the
•expulsion of said defaulting member. The term of all officers may
be fixed by the by-laws, the said term not, however, to exceed three
years. All officers hold over until their successors are duly elected
and qualified.
Sec. 6. The general welfare of society, not individual profit, is
the object for which this Charter is granted, and hence the mem¬
bers are not stockholders in the legal sense of the term, and no
dividends or profits shall be divided among the members. The
members may at any time voluntarily dissolve the corporation by
-a conveyance of its assets and property to any other corporation
holding a Charter from the State for the purpose not of individual
profit first providing for corporate debts.
Sec. 7. A violation of any of the provisions of this Charter, shall
subject the corporation to dissolution at the instance of the State.
Sec. 8. This Charter is subject to modification or amendment;
and in case said modification or amendment is not accepted, cor¬
porate business is to cease, and the assets and property, after the
payment of debts,- are to be conveyed, as aforesaid, to some other
corporation holding a Charter for purposes not connected with
individual profit. Acquiescence in any modification thus declared
shall be determined in a meeting specially called for that purpose
and only tnose voting in favor of the modification shall thereafter
compose the corporation.
Sec. 9. The means, assets, income or other property of the
corporation shall not be, employed directly or indirectly for any
•other purpose whatever than to accomplish the legitimate objects
of its creation, and by no implication shall it possess the power to
issue notes or currency, deal in currency, notes or coin, buy or
sell products, or engage in any of trading operation, nor hold any
more real estate than is necessary for its legitimate purposes.
Sec. 10. Expulsion shall be the only remedy for the nonpayment
of dues by members, and there shall be no individual liability
against the members for corporate debts, but the entire corporate
property shall be liable for the claims of creditors.
We, the undersigned, apply to the State of Tennessee, by virtue
of the laws of the land, for a Charter of Incorporation for the pur¬
poses and with the powers, etc., declared in the foregoing instru¬
ment.
CHARLES S. SMITH,
HENRY M. TURNER,
EVANS TYREE,
GREEN LEE JACKSON,
LEWIS WINTER.
12
State of Tennessee, Davidson County.
Personally appeared before me, W. T. Smith, Clerk of the County
Court of said County, the within named Charles S. Smith, Henry1
M. Turner, Evans Tyi;ee, Green Lee Jackson and Lewis Winter, the
bargainers with whom I am personally acquainted, and who ac¬
knowledged that they executed the annexed instrument for the
purpose therein contained.
Witness, my hand, at office, this eighth day of February, 1889.
W. T. SMITH, Clerk.
By E. K. GLENN, D. C.
State of Tennessee, Davidson County,
Registrar's Office, February 11, 1889.
I, T. S. Lusty, Deputy Register for said County, do certify that
the foregoing Instrument and Certificate are registered in said
Office in Book No. 76, Page 116; that they were received February
11, '89, at 4:42 o'clock P. M., and were entered in Note Book 10,
Page 143.
T. S. LUSTY, Deputy Register Davidson County.
I, Charles A. Miller, Secretary of the State of Tennessee, dot
certify that the foregoing Instrument, with Certificates of acknowl¬
edgement of Probate and Registration, was filed in my office for
registration on the 18th day of February, 1889, and recorded on the
18th day of February, 1889, in Corporation Record Book "O," in
said office, page 103, et sqe.
In Testimony whereof, I have hereunto subscribed my Official
Signature; and by order of the Governor, affixed the Great Seal of
the State of Tennessee at the Department in the City of Nashville^
this 18th day of February, A. D. 1889.
C. A. MILLER, Secretary of State.
EXTRACTS
From the Report of Ira T. Bryant, Secretary-Treasurer of The
Sunday School Union of the African Methodist Episcopal
Church, to the Twenty-sixtlh General Conference of said Churchy
Held at St. Louis, Mo., May, 1920.
Nashviille, Tenn., April 9, 1918.
The Board of Incorporators of the Sunday School Undon of the
African Methodist Episcopal Church met in special session, at the
Publishing House on the corner of Eighth and Lea Avenues, for
the purpose of organization, in pursuance to the Charter granted
13
them by the Secretary of the State of Tennessee on the 18th day
of February, 1889.
Devotional services were conducted by Rev. M. S. Bryant.
The meeting was then called to order by Bishop C. S. Smith.
Upon motion of iRev. G. L. Jackson, seconded by Bishop Evans
Tyree, Bishop C. S. Smith was elected Chairman. Rev. G. L. Jack¬
son was then called to the Chair. Upon motion of Bishop Evans
Tyree, seconded by Bishop C. S. Smith, Rev. G. L. Jackson was
elected Secretary.
The Roll of Incorporators was then called, the following being
the names thereof: Bishop C. S. Smith, Bishop H. M. Turner, Bishop
Evans Tyree, Rev. G. L. Jackson, Mr. Lewis Winter. The follow¬
ing answered to their names : Bishop C. S. Smith, Bishop Evans
Tyree, Rev. G. L. Jackson. The deaths of Bishop H. M. Turner
and Mr. Lewis Winter were reported.
It was moved by Bishop Evans Tyree, and seconded by Rev.
G. L. Jackson, that Bishop J. S. Flipper be elected to fill the
vacancy created by the death of Bishop H. M. Turner; and Mr.
Ira T. Bryant to fill the vacancy created by the death of Mr. Lewis.
.Winter. Carried.
Upon motion of Bishop Evans Tyree, seconded by Rev. G. L..
Jackson, the number of directors was increased from five to ten.
It was moved by Rev. G. L. Jackson, seconded by Bishop Evans
Tyree, that the following persons be added ito the Board of Direc¬
tors :
Mr. Richard Hill, Rev. A. P. Gray, Mr. Jefferson Rhodes, Mr.
Levi Adams, Rev. M. S. Bryant. Carried. Bishop J. S. Flipper, Mr.
Ira T- Bryant and Rev. M. S. Bryant, being present, were called
in and notified of their election, signified their acceptance and
participated in the further proceedings of the Board. Remarks
were made by Mr. Ira T. Bryant.
Bishop Evans Tyree in the chair, Bishop C. S. Smith respect¬
fully tendered his resignation as Chairman of the Board. Upon
motion of Bishop J. S. Flipper, seconded by Rev.' G. L. Jackson,
the resignation of Bishop C. S. Smith as Chairman of the Board
was accepted with regrets. Bishop C. S. Smith then moved that
Bishop J. S. Flipper be elected Chairman of the Board. Seconded
by Rev. M. S. B^ant. Carried. Bishop Flipper then took the
chair. It was then moved by Bishop Evans Tyree, seconded by
Rev. G. L. Jackson, that Mr. Ira T. Bryant be elected Secretary-
Treasurer. Carried. Moved by Bishop C. S. Smith, seconded bjr
Rev. G. L. Jackson, that the term of office of the President and the
Secretary-Treasurer go into effect from Hhis date and continue in
effect until the assembling of the next General Conference of the]
African Methodist Eiscopal Church, May, 1920. Carried.
14
It was then moved by Bishop C. S. Smlith, seconded by Bishop
Evans Tyree, that the following resolution be adopted:
RESOLUTION
Whereas, Our old building, 206 Public Square, Nashville, Tenn.,
has become inadequate for the needs of the corporation; and
Whereas, By reason of this fact we were forced to buy property
elsewhere; Be it
Resolved, That the Secretary-Treasurer and the President of the
Board of Directors, be, and the same are authorized to dispose of
the old site at 206 Public Square, and apply the proceeds thereof
to the indebtedness of our new plant at the corner of Eighth and
Lea Avenues, South; and, Be it further
Resolved, That all power and authority be specifically conferred
upon the Secretary-Treasurer and President of the Board of Direc¬
tors to sign such papers as may be necessary for the carrying out
of such plansi.
After remarks of commendation upon the appearance of the new
Publishing House of the Sunday School Union of the African
Methodist Episcopal Church, by Bishops C. S. Smith and Evans
Tyree, it was moved and seconded, that there being no further
business, the meeting adjourn sine die. Carried.
Benediction by Rev. G. L. Jackson.
J. S. FLIPPER, President,
IRA T. BRYANT, Secretary.
Certified Copy of Original Bill Filed January 31, 1917
To the Honorable James B. Newman, Chancellor Part Two,
Chancery Court at Nashville, Tennessee.
Connectional Sunday School Union of the African Methodist
Episcopal Church, a Corporation, with its Principal place of busi¬
ness in Nashville, Davidson County, Tennessee, and African Meth¬
odist Episcopal Church of the United States of America, Com¬
plainants :
Against
Rogers Caldwell, a citizen of Davidson County, Tennessee,
Defendant.
Your complainants respectfully represent and show to the Court
as follows :
(1) That the complainant, The Connectional Sunday School Union
of the African Methodist Episcopal Church, is a corporation duly
chartered and organized under the Laws of the State of Tennessee,
15
with its principal place of business at Nashville, Tennessee, and
that Complainant was granted a Charter of Incorporation by the
State of Tennessee, on the 18th day of February, A. D. 1889.
(2) Complainant, The Connectional Sunday School Union of the
African Methodist Episcopal Church, further states and shows to
the Court that by deed dated the 28th day of February, 1888, and
of record in Book No. 110, page 637, of the Register's Office for
Davidson County, Tennessee, Maria Louisa Yandell conveyed to
Chas. S. Smith, Secretary, in trust for Complainant, The Connec¬
tional Sunday School Union of the African Methodist Episcopal
Church, with power to sell and convey a certain lot or parcel of
land in Davidson County, Tennessee, described as follows:
Situated on the North Side of the Public Square, in Nashville,
Tennessee, being part of Lot No. 23 in the original Plan of Nash¬
ville, and described as follows :
Beginning at the Southeast corner of the Public Square of the
large store house built and for many years owned by Sam'l D.
Morgan, now owned by J. P. Drouillard, fronting 20 feet and 4
inches more or less on said Public Square, and running back north¬
wardly about 128^2 feet to an alley 15 feet wide (or about 136 feet
to the center of said alley) and measuring about 19 feet, 9% inches,
more or less, on the Southern margin of said alley. The right of
way through said alley from the rear of the lot hereby conveyed,
to Market Street, is fully set forth in the deed of Wm. R. Elliston,
to Byrd Douglas on record in Book No. 24, page 225, R. O. D. C.
and to which reference is hereby made. On said lot is a four story
storehouse, known in the classification on numbers on the Public
Square as Nos. 206. The southeast corner of said storehouse and
lot lis about 83^4 feet westwardly from N. Market Street, which
deed is filed as Exhibit "A" to this bill, but need not be copied.
(3) Complainant, Connectional Sunday School Union of the
African Methodist Episcopal Church, further states and shows to
the Court that the above described lot was conveyed to said Chas.
S. Smith, as Secretary and in trust for said Sunday School Union
and for no other purpose, and that said Complainant paid for said
property out of its own funds, and is the rightful and lawful owner
of said property, and that the legal title thereto is. in this Com¬
plainant.
(4) Complainant further states and shows to the Court that by
deed dated February 9, 1889: said Chas. S. Smith, Secretary and
Trustee, conveyed the above described property to Complainant,
the Connectional Sunday School Union of the African Methodist
Episcopal Church, which deed is of record in Book No. 118, page
427, of the Register's Office for Davidson County, Tennessee, which
deed is filed as Exhibit "B" but need not be copied.
16
(5) Complainant further states and shows to the Court that un
the execution of said deed, the said Chas. S. Smith, as Secretary
of said Sunday School Union recites that as Secretary and in the
interest of said Union and with the funds belonging exclusively
thereto, purchased said property from said Maria Louisa Yandall,
ana at the time of said purchase, the said Sunday School Union
was not incorporated, and by reason thereof, the said Smith be¬
came Trustee sole; and since the purchase of said property by
said Smith, the said Connectional Sunday School Union, etc., has
been incorporated under the laws of the State of Tennessee, and
the said Smith, believing it to be just and right, and for the better
protection of the property, that his responsibility as Trustee sole
should be transferred to this Complainant, and to carry into effect
said purposes, executed a deed as both Secretary and Trustee, and
of record as aforesaid by reason of said conveyance. Complainant,
the Connectional Sunday School Union of the African Methodist
Episcopal Church, became the absolute owner of said lot or parcel
of land.
However, in draughting said deed, it was provided that Com¬
plainant, the Sunday School Union, etc., shall have the power and
authority to sell and convey said property, provided however, "That v
the power to sell and convey said property by deed, or encumbered
by mortgage, or otherwise, shall not be exercised by the Corpora¬
tion, without the direct order and sanction of the General Confer¬
ence of the African Methodist Episcopal Church."
(6) The Complainant, the Sunday School Union, etc., further
states and shows to the Court that by the terms and provisions
above quoted, in order to sell said property, it would be necessary
to obtain the direct order and sanction of the General Conference
of the African Methodist Episcopal Church; and it having become
necessary and to the best interest of said Sunday School Union,
etc., that saicf property be sold, and to meet the requirements and
provisions above set out, and to get the consent of said Church
for the sale of said property, at the 24th Quadrennial Session of
the General Conference of the African Methodist Episcopal Church
held in Kansas City, Mo., May 6th to 23rd, 1912, the condition of
said property was called to the attention of the Conference and it
was moved iin open session that the Board of the Sunday School
Union, and that the Secretary of same, be given authority to sell
the above described property, and to purchase elsewhere in Nash¬
ville, which motion is in the words following:
"Professor Ira T. Bryant called attention of the Conference to
the condition of the Sunday School building at Nashville, Tennes¬
see, and moved that the Board of the Sunday School Union, and
that the Secretary of same, be giiven authority to sell the present
17
site, and purchase elsewhere in Nashville."
Bro. J. L. Mitchell made the objection that the Connec.tional
Trustees will have to pass on the sale of the property.
The motion of Professor Bryant prevailed."
A Copy of the Journal of said Conference will be filed on or
before the hearing, if required.
(7) Complainant, Connectional Sunday School Uniion, etc., states
and shows to the Court that by virtue of said motion, it is given
full power and authority to sell said property; and that a deed
executed by it would pass a*good title to the purchased; and that
said motion, being in the nature of a resolution, having been brought
before the Conference at the proper tiime, and in the proper order,
and the purposes thereof having been understood and the action
having been sustained by isaid Conference, that it conferred full
power and authority on this Complainant and its Secretary to sell
the above described property, and avers and charges that it now
has the right and power to do so; and that a deed properly ex¬
ecuted by it, as required of corporation, will pass a good title to
the purchaser thereof.
(8) Complainant, Sunday School Union, etc., approved by the
African Methodist Episcopal Church, states and shows to the
Court that by instrument of writing made and entered into by said
Sunday School Union, etc., and the Defendant, Rogers Caldwell,
dated January 13, 1917, thereby agreed to sell and convey the above
described property to the Defendant, Rogers Caldwell, and he
agreed to purchase same at the orice of $9800.00 to be paid in
cash upon the conveyance of said property to Defendant, the title
thereto to be approved by attorney, Honorable John T. Lellyett,
which agreement is filed as Exhibit "C" hereto, but not to be copied.
(9) Complainant, Sunday School Union, etc., states and shows
to the Court that Defendant's attorney contends and insisfei that
in order for the Defendant to obtain a good title to said property
and to remove any objection as to the title thereto, that Com¬
plainant, The Connectional Sunday School Union of the African
Methodist Episcopal Church, joined by the African Methodist Epis¬
copal Church, file this, their bill, in Your Honor's Court, and to
have the Court to authorize, empower and direct ithe Complainant,
The Connectional Sunday School Union, etc., to convey to De¬
fendant the property hereinbefore described, and if the Court should
hold that said Sunday School Union, etc., and its Secretary has
■not the power and authority to convey a good title to said property
to Defendant, that the Court by proper reference and decree de¬
clare by whom and how said property may be conveyed so as to
give to Defendant a good title thereto.
The Complainant, Sunday School Union, etc., avers, states and
18
charges that the objections of the Defendant's attorney are not
well taken, and are without foundation in fact, and that Com¬
plainant has a perfect right to sell and convey said lot or parcel
of ground, and that a deed properly executed by it will pass a
good title to Defendant, but in order to carry cut its agreement
with the Defendant, Complainants bring this, their bill, and the.
premises considered, pray :
(1) That copy of bill and subpoena issue and be served upon the
Defendant, and that he be required to answer this bill fully and
particularly but not under oath that being expressly waived.
(2) That Complainant, The Connectional Sunday School Union,
etc., be declared to be vested with a good title to said property
and to have the power to sell and convey the same, and pass a good
title to Defendant; but if in this Complainant is mistaken, it asks
for a reference and report for the Master as to who has a right
and power to convey said property; and that the Court, by its
decree ratify and confirm the agreement made by and between
the parties hereto, and in the event that it be found to be necessary
the Court by proper decree, will divest all the right, title, claim
and interest out of the Complainant in and to the property involved
in this cause and vest the same in the Defendant, Rogers Caldwell,
upon his paying to Complainant the contract price for said property,
as set out in Exhibit "C."
(3) Complainant prays for all such other, further and general
relief as it may be entitled to at the hearing.
W. B. BALLARD, Solicitor.
I, Ira T. Bryant, Secretary of the Connectional Sunday School
Union of the African Methodist Episcopal Church, make oath that
I have read the foregoing bill and know the contents thereof, and
that the statements therein made are true to he best of my knowl¬
edge, information and belief.
IRA T. BRYANT, Secretary.
Subscribed and sworn to before me this the 30th day of January,
1917.
(Seal) B. S. SNELL, Notary Public.
I am surety for the costs of this cause.
IRA T. BRYANT,
W. B. BALLARD.
State of Tennessee,
Davidson County.
I, Joseph R. West, Clerk and Master, of the Chancery Court at
19
Nashville, do hereby certify that the foregoing is a full, true and
perfect copy of the Original Bill Filed January 31, 1917, in the
cause wherein, Connectional Sunday School Union of the African
Methodist Episcopal Church, et al., is Complainant, and Rogers
Caldwell, as Defendant, as the same appears of record and now on
file in my office.
In Testimony Whereof. 1 have hereunto set my hand and affixed
the official seal of said Court, ait
my office in the Courthouse, at
Nashville, this the 27th day of
February, 1922, and 146th year of
American Independence.
JOSEPH R. WEST,
Clerk and Master.
Certified Copy of Answer—Filed March 5, 1917
The Connectional Sunday School Union of the African Methodist
Episcopal Church, et aJ.,
vs. Chancery Court.
Rogers Caldwell.
The separate answer of the Defendant Rogers Caldwell to the
bill filed in this cause Rule No. 30783 of the Chancery Court.
The defendant, reserving all exceptions to the bill, for answer to
the same, savs:
He denies that the Complainant is a corporation duly chartered
and organized under the laws of the State of Tennessee, with the
right, as a going corporation, to transfer property, as claimed in
the bill, and requires strict proof of this fact.
He admit® that the above described lot was conveyed to Chas.
S. Smith, as Secretary, and in trust for the Connectional Sunday
School Union. He does not know who paid for it, but assumes
that the Union did.
He admits that Chas. S. Smith, conveyed the property to the
Sunday School Union by deed, but he calls attention to th,e fact
that the said deed provides that the Sunday School Union shall
have the power to sell and convey the property, provided that the
power to .sell and convey said property by deed or encumber by
mortgage or otherwise shall not be exercised by the corporation
without the direct order and sanction of the General Conference
of the African Methodist Episcopal Church, The defendant says
that he is not familiar with the ritual or laws of the African
Methodist Episcopal Church, and he cannot say and does not know
whether these provisions have ever been carried out according to
ithe laws, or not.
20
He therefore denies this fact until the same is shown by strict
proof.
He admits that the proposition was made and accepted by him
by which he agreed to purchase the property at the price of $9800.00,
to be paid in cash, and provided the title was approved by his
attorney, John T. Lellyett, and a good and sufficient title made.
He says that he has not taken the property and does not connsient
to take the property for the reason that his said attorney, to whom
the title was referred has advised that the title is uncertain, doubt¬
ful, and insufficient for the reason that it does not appear that the
complainant is a regularly organized corporation, qualified by a
legal organization to transact business, and to convey property in
the manner and form contemplated in the proposition made and
accepted under conditions by the defendant. That the Corporation
has not, if it were sufficiently and legally organized, taken such
steps as are requisite for such bodies, ordering and directing the
transfer of the property in such a manner as would be binding
upon the parties interested \in said corporation, and necessary to
convey a good title from said corporation to the defendant.
Defendant says that outside of the question of the charter organ¬
ization, that he is advised that the Corporation has no further or
other organization, and that none of the necessary steps taken to
convey the property to him by adequate organization have been
taken so as to vest in him a good title to the property. And that
further and beyond this, the defendant is advised that there is no
showing that the laws of the Church, whose approval is necessary
under the deed to the complainant, have been carried out and
complied with so as to meet the conditions in said deed requisite
and necessary by the Church Conference to carry and convey to
the defendant a good title to the property.
The defendant, therefore in view of the above, denies that he is
bound under the proposition by his acceptance, or that he is re¬
quired to accept the title offered by the complainant to this property.
He denies that the complainant is able to give a satisfactory market¬
able title. He denies that the conditions of the proposition with
regard to a good and marketable title acceptable to his attorney
have been carried out.
He denies therefore that there is any obligation upon him to
take the property, and pay for it, as set out and declared in the
bill.
And now having fully answered, he prays to be dismissed.
JOHN T. LELLYETT, Solicitor.
State of Tennessee,
Davidson County.
21
I, Joseph R. West, Clerk and Master of the Chancery Court at
Nashville, do hereby certify that the foregoing is a full, true and
perfect copy of the Answer filed March S, 1917, in the cause where¬
in, The Connectional Sunday School Union of the African Meth¬
odist Episcopal Church, et al., are Complainants, and Rogers
Caldwell, is Defendant, as the same appears of record and now on
file in my office.
In Testimony Whereof, I have hereunto set my hand and affixed
official seal of said Court, at
r office in the Courthouse, at
ishville, this the 3rd day of
arch, 1922, and the 146th year
American Independence.
JOSEPH R. WEST,
Clerk and Master.
By C. H. SWANN,
Deputj'- Clerk and Master.
Certified Copy of Decree—Minute Book 5, Page 117
March 4, 1918
Connectional Sunday School Union,
A. M. E. Church,
vs. Final Decree.
Rogers Caldwell.
This cause came on to be heard on this the 5th day of February,
1918, before Honorable James B. Newman, Chancellor, on the
regular call of the docket of the Chancery Court Part II thereof.
The Court after hearing the pleadings and proof and argument
of counsel, and after due consideration is pleased to hold that the
complainant is not entitled to the relief sought and therefore dis¬
misses the complainant's bill at complainant's costs for which let
execution issue.
To which action of the Court the complainant excepts and prays
an appeal to the present term of the Supreme Court at Nashville,
Tennessee, which is granted upon complainant giving bond in
amount and within time prescribed by law.
JOHN T. LF.LLYETT.
State of Tennessee,
Davidson County.
I, Joseph R. West, Clerk and Master of the Chancery Court at
Nashville, do hereby certify that the foregoing is a full, true and
perfect copy of the decree entered 4th day of February, 1918,,,on
oage 117 of Minute Book No. 5, in the cause wherein Connectional
52
Sunday School Union, A. M. E. Church, complainant, and Rogers-
Caldwell, defendant, as the same appears of record and now on
file in. my office.
In Testimony Whereof, I have hereunto set my hand and affixed
the official seal of saidi Court, at
my office in the Courthouse, at
Nashville, this the 31st day of
January, 1922, and 146th year
of American Independence.
JOSEPH R. WEST.
Clerk and Master.
Ey I. G. CAMPBELL,
Deputy Qerk and Master.
TITLES TO PROPERTY
Corporate Title: The Sunday School Union of the African
Methodist Episcopal Church
April 8, 1914, Lydia Colo, widow*; purchase price Nine
Thousand Dollars. Title runs: African Methodist Epis¬
copal Sunday School Union. Title incorrect. September
27, 1916, Lydia B. Colo, corrected title in the conveyance
April' 8, 1914, making the title run: Sunday School Union
of the African Methodist Episcopal Church. Title correct
except as to 'the omission of "The" before Sunday. Book
No. 492, Page 127.
June 1, 1916, Robert Woods and wife: purchase price
One Thousand Three Hundred ninety-four Dollars and
75-100 Dollars. Title runs: A. M. E. Sunday School Union.
Title incorrect. Book No. 484, page 302.
May 1, 1919, J. R. Thomas, Trustee: purchase price
Seven Thousand Five Hundred Dollars. Title runs: Sun¬
day School Union of the African Methodist Episcopal
Church. Title correct except as to the omission of "The"
before Sunday. Book No. 545, page 631.
August 27, 1919, J. R. Thomas, Trustee: purchase price
Three Thousand One Hundred fifty Dollars. Title runs:
23
African Methodist Episcopal Sunday School Union. Title
incorrect. Book No. 545, page 633.
September 3, 1919, J. R. Thomas, Trustee: purchase
price Four Thousand Two Hundred fifty Dollars. Title
runs: African Methodist Episcopal Sunday Scliool Union.
Title incorrect. B'qok No. 545, page 632.