BRIEF W. P. Black and C. B. Waite, BRIEF OF ROBERT RAE, /4s Secretary of the Board of Lady Managers of the World's Columbian Exposition. PREPARED FOR THE SECRETARY OF THE TREASURY, ,1 I ' N K. CHICAGO: PAMKI.N I'ITKIN \- HAI.I., I'KINTKKS, i 8 () i . DEACCESS10NED BY CHICAGO HISTORICAL SOCIElt PRINTED COLLECTIONS BRIEF OF POINTS AND SUGGESTIONS FOR CONSIDERATION BEFORE THE GOVERN- MENT OFFICIALS, IN THE MATTER OF MISS PHOEBE COUZINS, SECRETARY OF THE BOARD OF LADY MANAGERS OF THE WORLD'S COLUMBIAN EXPOSITION. By Section 6 of the Act of Congress creating the World's Columbian Commission (approved April 25th, 1890), it was amongst other things provided as fol- lows: "And said Commission is authorized and re- quired to appoint a Board of Lady Managers of such number, and to perform such duties as may be pre- scribed by said Commission. Said Board may appoint one or more members of all committees authorized to award prizes for exhibits which may be produced in whole or in part by female labor. " It is plain that a proper construction of this pro- vision of the Act, which is the only provision in the law touching the matter of the Board of Lady Managers or referring to the duties, powers and privileges of such Board, is in substance as follows : (1) The Act is clearly mandatory, in requiring the appointment of the Board of Lady Managers ; but the time of such appointment, as well as the number of members, is left to the discretion of the Commission. (2) The duties of the Board of Lady Managers are to be such as are "prescribed by said Commission." This imposes, by the canons of construction, the duty upon the Commission to prescribe, and this means to lay down in writing, the duties of the Board of Lady Managers. And it is specially to be noted that this prescribing of the duties of the Board of Lady Managers is to be, by the express terms of the Act," by said Com- mission." We maintain that this authoritative prescribing of duties for the direction of the Board of Lady Managers, is not a matter which the Commission can delegate to any of its committees. It is not according to the obvi- ous purposes of the Act,that the Board of Lady Managers when constituted, should be subordinated in its action to the committees or officials of the Commission. The Commission as a whole is to prescribe, that is, declare officially and authoritatively, the duties of the Board of Lady Managers, and then the Woman's Board, a Board of Lady Managers of the World's Columbian Exposition,provided for under an act of Congress, and having their powers derived from that Act,is empow- ered by the Act of Congress in every necessary measure for the performance of the duties prescribed to and im- posed upon them. (3) This view of the dignity and independence of the Board of Lady Managers when once organized is enforced by a consideration of the last sentence of the 6th Section. That Section provides that the Board of Lady Managers shall have, as a matter of right under the Act of Congress, the appointment of one or more members of every committee "authorized to award prizes for exhibits which may be produced in whole or in part by female labor. " Other duties may be pre- scribed for the Board of Lady Managers by the Com- mission, but not even the Commission can prevent the exercise by the Board of Lady Managers of this abso- lutely independent right of appointment of one or more members of the committees above designated. We conclude upon this point that the Board of Lady Managers exists directly under and by virtue of the special provisions of the Act of Congress : that its jmwcrs are derived from that Act, and not from any action of the Commission ; that within certain limits it is a body of co-ordinate power and dignity with the Com- mission itself ; that the Commission was vested with the discretion as to when the Board of Lady Managers should be organized, and as to the number of its mem- bers ; that the Commission was vested with the power to prescribe the duties of the Board of Lady Managers, but not to control, direct or supervise the Board of Lady Managers in the exercise of its powers, nor in the agencies by which, or the methods in which, that Board would perform the duties prescribed by the Com- mission. We understand this to be substantially the view taken by the Treasury Department as to the status of the members of the Board of Lady Managers, as evidenced by the letter of the Honorable, the Secretary of the Treasury to the President of the Commission, dated October 2Sth, 1890, and which is to be found in full at pages 70 and 71 of the "Official minutes of the Execu- tive Committee of the World's Columbian Commission, from its organization, September 17th, 1890, to Novem- ber 26th, 1890." II. At the first session of the World's Columbian Com- mission, upon the fourth day thereof, :he following reso- lution, as amended, was adopted by the Commission : (See Official Manual of the World's Columbian Com- mission, page 28 :) "Resolved ; That there shall be constituted a " Board of Lady Managers, consisting of two women " and alternates therefor, from each State and Territory, " and the District of Columbia, which shall be known as "the Woman's Department of the World's Columbian " Commission, and the Commissioners from each state <'and territory, and the District of Columbia, shall " nominate from their respective States and Territories, "and the District of Columbia, such Lady Managers, " and the President of this Commission shall appoint " said nominees to said Board of Lady Managers, and " in addition to the members from each State and Ter- " ritory, and the District of Columbia, the President of "the Commission may appoint nine women of the City "of Chicago. The respective Commissioners at-large "shall in like manner nominate eight women and alter- "nates-at-large to act upon said Board of Lady Man- " agers, and that the whole number of women so norni- "nated and appointed shall constitute the Board of "Lady Managers contemplated by the Act of Congress." Under this resolution the members of the Board of Lady Managers were named and duly appointed ; one of such member? from the State of Missouri being Miss Phoebe Couzins. After this action, providing for the membership of the Board of Lady Managers, the Executive Committee of the Commission, at its session of October 21, 1890, ' requested the President of the Commission to call a meetiag of the Board of Lady Managers, in the City of Chicago, for the 19th day of November, 1890, "for the purpose of organizing, and the transaction of such other busines^ as may come before such Beard." (Official minutes of the Executive Committee, etc., pp. 51-57). Pursuant to this request of the Executive Commit- tee of the Commission, a call was issued, convening the Board of Lady Managers in Chicago on the day desig- nated, and in accordance with that call said Board of Lady Managers met and organized. Upon the second day of its session the Board of Lady Managers elected Mrs. Potter Palmer President of the Board ; and later upon the same day, Miss Phoebe \V. Couzins was elected permanent Secretary of said Board of Lady Managers. (See Official Record of the Board of Lady Managers, etc., page 17.) On the 25th day of November, -1890, being the seventh day of the third session of the World's Columbian Commission, a Sub-Committee of the Executive Committee of that Body made a report, recommending that the salary of the Secretary of the BoaVd of Lady Managers be iixed at > 1,500: (See Official Manual, etc., page 288), which report was, on the following day, amended to make said salary $2,000 per annum, and as so amended was adopted. (See Official Manual, page 305.) Immediately upon her election, Miss Couzins entered upon the discharge of her office, and so continued to act without interference until the occurrences hereinafter re- ferred to. III. At the second session of the Commission, and on the first day thereof, the Committee on Permanent Organiza- tion made '.ts report, by which it was provided as to the duties of the Executive Committee as follows : (Official Manual, page 68) : "The Executive Committee shall have all the powers "of the National Commission when that body is not in "session, excepting in cases in which the Act of Congress, "in express terms, requires the action of the Commission- "ers, or a majority of the Commissioners." But by the By-laws adopted by the Commission (See Official Manual, page 320) the provisions in refer, ence to the Executive Committee, as found in article 5 of the By-laws, are as follows : "There shall be an Executive Committee, consisting "of twenty- six members, of whom the President shall be "one, and ex-officio Chairman, and the remaining twenty- "five shall be by him appointed in accordance with the "spirit of the Act of Congress. The said Committee, when "the Commission is not in session, shall have all the powers "of the National Commission, except in cases in which the "Act of Congress requires the action of the Commission or "a majority of the Commissioners. A majority of its "members shall constitute a quorum, and the Committee "may make such regulations fur its own government and "the exercise of its functions through the medium of such "Sub-Committees as it may consider expedient. This "Committee shall select such employes and agents as may "be necessary, shall define their duties and fix their com- "pensation : Provided, however, that this Section shall "only apply to such employes and agents as the Director "General is not expressly authorized to -select and ap- "point. They shall report fully all their transactions to "the Commission at its stated and special meetings. In "case of any vacancy in the Committee, the same shall be "filled by appointment by the President. In all cases "where Commissioners who are members of the Executive "Committee are absent, their alternates are directed to "represent them on that Committee." This By-law was adopted by the Commission on the third day of its second session, September 17th, 1S90. (See Official Manual, page 95.) It will be observed from a careful reading of this By-law, that the Commission expressly reserves from the jurisdiction of its Executive Committee all matters as to which "the Act of Congress requires the action of the Commission." One of the matters, as above suggested, as to which the Act of Congress in express terms requires the action of the Commission, is the matter of prescribing the duties of the Board of Lady Managers. A Sub-Committee of the Committee on Permanent Or- ganization made a report on the first day of the second session of the, Commission, found at pages 75 and 76 of the Official Manual, attempting to define "the duties and powers of the Board of Lady Managers of the World's Col- umbian Commission." Cn the following day (See Official Manual, page 86),, the report was "referred to the Ex- ecutive Committee, when appointed," with instructions to that Committee to report on Thursday morning. As a matter of fact the Executive Committee did not report on Thursday morning folio whig upon this special subject, and the only action ever taken by the Commission looking to the defining of the duties and powers of the Board of Lady Managers, except as hereinafter! specially set forth, is the action evidenced by Article XI of the By-laws. That Article is as follows (See Official Manual, page 326 :) "The Board of Lady Managers shall consist of two "women from each state and territory and the District "of Columbia, to be nominated by commissioners from "the several states and territories and the District of "Columbia,andofone woman to be nominated by each of "the Commissioners-at-Large, _ and to be appointed by "the President; and also nine women of the City of Chi- "cago, to be appointed by the President, as has been ex.- "pressly determined by theorder of the Commission ;and "a like number of alternates, to be appointed in the "same manner as the principals and to assume the "duties and functions of such principals only when the "principals are unable to attend. Principals andalter- "nates shall be duly commissioned in accordance with "the direction of the Commission. The Board "Managers shall be convened by the order of the Execu- "tive Committee -of the Commission, at snch time and "place as it may deem proper, and, when BO conrened, "shall organize by the election of a chairman and see- "retary. The duration of such first meeting, as well as "the number and duration of each subsequent meeting, "shall be wholly under the control and be determined "by said Executive Committee. The members of this "Board shall be officers of the Commission, and shall "perform such duties in connection with the Woman's "Department of the Exposition as said Executive Com- "mittee shall prescribe. Each member of the board "shall be entitled to receive six dollars per day for each "day necessarily absent from home engaged in the "work of the Commission, and also the expenses for "transportation, actually incurred by her on that ac- "count. The alternates shall receive no compensation "nor expenses for transportation, except in cases where "their principals are unable to attend to the duties as- signed to them. No expenses for transportation shall "be allowed except the travel be authorized by the said "Executive Committee and certified accordingly." An attempt was apparently made by Article XI of the By-laws thus adopted to place the Board of Lady Managers in subjection to the Executive Committee of the Commission, particularly by that clause of the rule which, reads as follows: "The members of this Board "shall be officers of the Commission, and shall perform "such duties in connection with the Woman's Depart- "ment of the Exposition as said Executive Committee "shall prescribe." Here was an effort to delegate to the Executive Com- mittee the power to prescribe the duties of the Board of Lady Managers, in disregard of the limitation of Article V of the By-laws above referred to, and in disregard o* the fact that by the express terms of the Act of Congress the duties of the Board of L;uly Managers were to be prescribed by the Commission and by the Commission alone. As to this particular point, however, in the contro- versy now before us, nothing further need now be said perhaps, other than that as a matter of fact the Execu- tive Committee never did attempt to prescribe the duties of the Board of Lady Managers, under the power thus attempted to be delegated by the Commission to its Ex- ecutive Committee, save that at its meeting on the 26th of November, 1890, said Executive Committee adopted the following resolutions (See pages 101 and 102 of official minutes of executive committee, etc.) : " Resolved, That the work of the Board of Lady Man- agers is, by the By-laws of the Commission, placed . "under the* direction and control of the Executive Com- 'mittee ( ?) ; that the methods and agencies adopted by "them in carrying forward the duties imposed upon them "by the Act of Congress shall be devised and executed 'by said Board without any direction or control of this "Committee, but subject to the approval of this Com- "mittee; that we will recommend the construction of a suitable building or pavilion on the Exposition Grounds, 'to be placed under the control of the Board of Lady ''Managers for official and other purposes ; that we "respectfully request the Board of Lady Mana- gers to work in conjunction with this Com- "mittee and the National Commission in efforts "to interest the people of the respective states and ter- ritories and the District of Columbia in the success of "the World's Columbian Exposition; that we do not "deem it expedient at this time to formulate any fur- "ther instructions to the Board of Lady Managers more "explicitly defining their duties, but will appoint a sub- I0 "committee of this Committee to confer with a commit- tee of their Board, at an early date, for the purpose of "more fully prescribing their duties; that wewilbjoin "with the Board of Lady Managers in a recommenda- tion to Congress to make additional appropriation to "pay the expenses of said Board, if they so desire ; that "we congratulate the Board of Lady Managers of this "Commission upon their complete organization and "their great success in the selection of their eminent offi- "cials, and we wish them God-speed in their noble "work." IV. On the seventh day of the third session of the Com- mission, November 25th, 1890, the Commission received and adopted a report of a Conference Committee, which report was signed by eight members of the Commission and eight members of the Directory of the Chicago World's Fair Association, proposing the constitution of the Committee of Conference (See Official M'anual, etc., p. 276), and later on the same day the Committee adopted Article Seventeenth of its By-laws, as follows ; (See Official Manual, etc., pp. 299-300) : "There shall be a Board, to be designated Board of "Reference and Control, to consist of the President of "the Commission, the Vice-Chairman of the Executive "Committee, and six members of the Commission, to "be appointed by the President, upon which Board are "conferred all the powers and duties of the Commission, "when the said Commission and its Executive Commit- "tee shall not be in session, except in cases in which the "Act of Congress requires the action of the Commission, "or of a majority of the Commissioners ; said Board of "Reference and Control, with a like Committee of the "Directory of the World's Columbian Exposition, to be 1 1 "appointed by the President thereof, shall constitute a "Committee of Conference to which shall be referred all "matters of difference, and the joint action of the two "Boards, constituting the Joint Committee, on such mat- ters of difference shall be conclusive. The said Board "of Conference and Control shall keep accurate records "of all its proceedings, and make full reports of the same "to the Commission at each session thereof, within the "first two days of the session." It is understood that the organization of this Com- mittee was with special reference to providing a small body for the convenient settlement and adjustment of matters of difference then existing, or that might thereafter arise, between the two organizations, the Chicago World's Fair Directory and the Commission ; and Arti- cle VII of the By-laws must be read in the light of this situation, in order to have a full understanding of its provisions and scope. It is to be observed, however, that in this article of the By-laws, as in Article V, heretofore quoted, there is an express withholding from this Committee of all power, in any case where "the Act of Congress requires the ac- tion of the Commission, or of a majority of the Com- missioners." It is suggested that for this Committee of Reference and Control to attempt to prescribe duties to the Board of Lady Managers, or to supervise its per- formance of its duties, or its exercise of the powers vested in it under the Act of Congress, would be an act of pure usurpation, without the slightest sanction or authority of law. It might be argued, and we think successfully, that even if there were no such limitation in the by-laws under consideration, it would yet result, from the well-known doctrine that powers delegated to one body cannot by that body be ordinarily delegated to a committee or a portion of the body, but must be exer- 12 Cised by the original donees of the power, that neither the Commission, nor its Executive Committee, could give to this numerically small Committee of Eeference and Con- trol any supervisory direction or power over, or in refer- ence to, the Board of Lady Managers. But we do not have to resort to that argument in a case where, as in the present case, so far from there being an attempt by the Commission to delegate to this Board of Eeference and Control any supervisory power over the Board of Lady Managers, there is an express reservation from the 'ac- tion of that Committee of all matters where by the Act of Congress the action of the Commission is required. It nevertheless appears that this so-called Board of Control, at a meeting thereof held* on the 26th day of February, 1891, did in fact attempt to assume the abso- lute control and direction of the Board of Lady Managers. This appears from the report of the Board of Control made under 'date of March 31st, 1891, to the "World's Commission at its fourth session, on the first day there- of, to- wit, April 1st, 1891, which report appears in full in the Official Minutes of said session of said Commission from pages 9 to 19 inclusive. The reading of the resolu- tions passed by this so-called Board of Control is de- cidedly interesting, as found at pages 17 and 18 of the official minutes last referred to. But on the last day of the fourth session of the Commission that body substan- tially affirmed the action of the Board of Control, and adopted the following resolutions (See Official Minutes of World's Columbian Commission, fourth session, pages 87-38) : "Resolved by this Commission "First. That the Board of Lady Managers be, and "they are hereby, directed and empowered to appoint one "or more members of all committees authorized to award "prizes for exhibits which may be produced in whole or 13 "in part by female labor. And the number of such "women members so to be appointed shall be in propor- tion to the percentage of female labor performed in the "production of such exhibits." "Second. That said Board shall have themanage- "ment and control of the building known as the Woman's "Building." "Third. That said Board shall have general charge "and management of all the interests of women in con- nection with the Exposition, and it is hereby recognized "and declared to be the official channel of communica- "tion through which all w.omen, or organizations of "women, may be brought into relation with the Exposi- tion, and through which all applications for space shall "be made for the exclusive use of women or their exhibits "in the buildings or for the construction of buildings in- tended exclusively for woman's use in the Exposition; "and that in respect to these and similar matters con- nected with the preparation for, and the management "of, the Exposition, in so far as the same relates to "woman's work, woman's exhibits, and woman's interests "in general, the direction and approval of the Board of "Lady Managers, through its President, shall be "necessary before final and conclusive action is taken." "Fourth. That, in conducting the work herein as- signed to said Board of Lady Managers, the same "shall in all things be done under the direction and "supervision and with the approval of the President of "said Board, who shall have full and complete control, "subject to the direction of the Executive Committee of "said Board and to the approval of the Commission and "its Director -General ; and that all correspondence, "clerical and working force, and expenditures of money* "shall be directed, ordered and approved by the Presi- dent of said Board, who shall have all accounts duly "audited, and certify the same to the Board of Refer- "ence and Control for approval." "Fifth. That owing to the evident intention of "Congress to allow few meetings of the full Board of "Lady Managers, the Executive Committee thereof, or "a sub-committee of said Executive Committee, is here- "by authorized and empowered, in the absence of the "Board, to exercise any and all powers which said "Board might exercise in session, including the right "and privilege of amending its By-Laws, should said "Executive Committee or sub-committee at any time "deem it necessary or advisable." Concerning these resolves it may not be out of place to observe briefly : That the first resolution adds nothing whatever to the powers or duties of the Board of Lady Managers, being the mere recognition of the last clause of Section 6 of the Act of Congress creating the Commission. The only condition that we find in the resolution supplement- ing the provision of the Act of Congress is that which makes the representation under the appointment of the Board of Lady Managers upon the committees to be "in proportion to the percentage of female labor performed in the production of such exhibits.'" The second resolution, giving to the Board of Lady Managers "the management and control of the building known as 'the Woman's Building,' " may be regarded in the light of a prescribing by the Commission of a por- tion of the duties of the Board of Lady Managers, to- wit : The control and management of the building designated. So it may be said as to the third resolution ; that * resolution may be viewed in the light of a further pre- scribing of the duties to be performed by the Beard of Lady Managers, though the attempt to incorporate a l.S direction as to how the approval of said Board shall be in certain cases declared or evidenced, is unauthorized and nugatory. But the fourth and fifth resolutions seem to us to be utterly indefensible, and entirely outside of the pow- ers of th Commission under the Act of Congress. It is no part of the work of the Commission, nor is it within the power of the Commission, to provide that the "cor- respondence, clerical and working force, expenditures of "money, etc , of the Board of Lady Managers shall be "ordered and approved by the President of said Board;" nor to provide that in the conducting of the work as- signed to the Board of Lady Managers, "the same "shall in all things be done under the direction and "supervision and with tne approval of the President of "said Board, who shall have full and complete control, "subject to the direction of the Executive Committee of "said Board and to the approv;il of the Commission and "its Director-General." Here is an attempt at legislation by the Commis- sion, the necessary effect of which would be to super- sede the Board of Lady Managers in the conduct of the work assigned to that Board, and to place all of that work under the personal direction and control of a mere officer of the Board of Lady Managers, to-wit, its Presi- dent ; at the same time making that officer directly sub- ordinate to the Executive Committee of the Board of .Lady Managers (a committee, by the way,appointed cer- tainly as to one-half of its membership, ly the President of the Board of Lady Managers), and further subject to the Commission and its Director-General. We will not suggest that there was a conscious intention on the part of the Commission to do so unrepublican and unauthor,- ized a thing as to supersede the Board of Lady Mana- gers, and put in its stead the President and the Execu- tive Committee of that Board. It) But while we will not make this suggestion, we are yet constrained to say with reference to the 5th resolu- tion, that said resolve, if acquiesced in by all parties, could have no other effect than to practically eliminate wholly the Board of Lady Managers, a Board existing under Federal enactment and deriving its powers from Federal legislation, from all participation in the work o^ the Commission, and of the Exposition, and to substitute in lieu thereof, not even, necessarily,the Executive Com- mittee authorized by the Board of Lady Managers, but a sub-committee of that Committee. We have no hesi- tation in saying that a more surprising procedure has never been evidenced in legislation of this character. The attempt of the Commission to give to the Executive Committee of the Board of Lady Managers, or "a sub- "committee of that Committee, authority and power, in "the absence of the Board, to exercise any and all pow- "ers which said Board might exercise in sessiou, includ- ing the right and privilege of amending its By-laws, "should said Executive Committee or sub-committee at "anytime deem it necessary or advisable," will be found we confidently maintain, happily without any precedent whatever ; while we think we hazard nothing in saying that such an assumption of power, the effect of which would be practically to destroy the Board of LadyMana- gers,required to be organized under the Act of Congress, and to substitute therefor a sub-committee, which may consist of not more than three or four members, will never be adopted as a precedent for further action. We would waste time were we to attempt an elaborate argument in support of the proposition, that the 4th and 5th of this series of resolutions are absolutely unauthorized, and therefor of no force or effect. V. The Board of Lady Managers, at its session in November, 1890, on the 25th day of that month, adopted its By-laws. Concerning the terms of the 5th By-law a serious controversy has arisen between certain members of the Board of Lady Managers. Miss Couzins, the secretary of the Board, insists that the 5th By-law as passed, providing for the organization of the Executive Committee, and attempting to define its power,and du- ties, is as follows (see report of Board of Lady Mana- gers, p. 03) : "There shall be an Executive Committee, consisting "of twenty-six members, of whom the President shall be "one, and ex-qfficio Chairman, and the remaining twenty - "five shall be as follows : The Secretary of the Board of "Lady Managers, the twelve Chairmen of the Standing "Committees and the twelve appointed by the President. "The said Committee, when the Board is not in session, "shall have all the powers of the Board of Lady Mana- gers. Ten members shall constitute a quorum, and the "committee may make such regulations for its own gov- ernment and the exercise of its functions through the "medium of such sub-committees as it may consider ex- pedient. This Committee shall recommend to the Com- "missionsuch employes and agents as may be necessary, "and shall distinctly define the duties. They shall re- "port fully all their transactions to the Board at its "stated and special meetings. In case of any vacancy in "the Committee, the same shall be filled by appointment "of the President. In all cases where managers who "are members of the Executive Committee are absent, ''their alternates are directed to represent them on that "committee." It is contended on the other hand that article 5th of the By-laws, as passed by the Board of Lady Managers, was as follows (see printed "Stenographic Eeport of Min- utes Board of Lady Managers, " session of November 25th, 1890, page 3) : "Article Fifth. There shall be an Executive Com- "mittee consisting of twenty-five members besides the "President, each of whom shall be appointed by the "President each of the standing committees to be repre- sented on the executive board. The said committee, "when the Board is not in session, shall have all the "powers of the Board of Lady Managers. Ten members "shall constitute a quorum, and the committee may make "such regulations for its own government and the ex- ercise of its functions through the medium of such sub- "committees as it may consider expedient. This com- "mittee shall recommend to the Commission such em- "ployes and agents as may be necessary, and shall dis- tinctly define the duties. They shall report fully all "their transactions to the Board at its stated and special "meetings. In case of any vacancy in the Committee "the same shall be filled by appointment of the President. "In all cases where managers who are members of the "executive committee are absent, their alternates are di- rected to represent them on the committee." We cannot at this juncture settle this dispute. We suppose that is a matter which must devolve upon the Board of Lady Managers when in session. It is not in- appropriate, however, to call attention to the fact, that the version of article fifth of the by-laws insisted upon by Miss Couzins as correct,, is in harmony with Section four of the reportof the Committee onPermanent Organization, which was adopted- by the Board of Lady Managers at its sessions of November 2ist and 22nd, 1890, and which article four is as follows : "There shall be an Executive Committee, composed "of twenty-six members. Its members shall consist of 19 "the President and Secretary of the Board of Lady Man- agers, ex-qfficio, and of the twelve members of the "Standing Committee, chosen hy them to serve on this "Committee, and the other twelve to be appointed by "the President." The parallelism between this article of the provis- ions as to permanent organization, winch, from, an inspection of the minutes, appears never to have been amended or qualified, and article fifth of the by-laws as insisted upon by Miss Couzins, is too obvious for con- troversy ; while the absolute want of harmony between the scheme of organization, as evidenced by article four, quoted, and the version of by-law five insisted upon by those opposing Miss Couzins, is equally obvious. As we have before stated,, the question as to who is right as to by-law five, is a question that we suppose must be referred to and determined by the Board of Lady Managers. Its significance in this discussion is because of the question of the legality of the organiza- tion of the Executive Committee of the Ladies' Board in fact attempted to be constituted by the President thereof. But to maintain that that executive committee is not legally constituted, we do not have to maintain that Miss Couzins' version of by-law five is correct. Under this by-law, as contended for by those opposing her, the present Executive Committee is clearly an illegal body, and for this reason : Whichever version of the by-law be adopted as correct, it was required under by-law five that each of the twelve standing committees of the Board of Lady Managers should be represented on the Executive Com- mittee. As a matter of fact the Standing Committees have pever been designated. The Executive Committee as it to-day claims to exist, and be constituted, is the mere and utterly irresponsible creation of the President 2O of the Board of Lady Managers. With no Standing Committees appointed, and therefore, no possibility of giving such Standing Committees representation upon the Executive Committee, and denying to Miss Couzins any place thereon, the President of the Board of Lady Managers has called about her twenty-five ladies, who owe their position upon that Executive Committee abso- lutely and solely to their selection by said President. Ten of these, by provision of the by-law, constitute a quorum, and upon these ten satellites of this resplendent planet, the President of the Board of Lady Managers, article five of the by-laws attempts to confer the entire power of the Board of Lady Managers when not in session. It is upon a Sub-committee of this Committee that the Commission has attempted to bestow like imperial power. Surely a sub-com- mittee chosen from the personal appointees of one lady, however gifted, and however dazzling her social position, was not the body which Congress con- templated when it adopted Section 6 of the Act provid- ing for the World's Commission, to exercise the func- tions of the Board of Lady Managers provided for in that section. The attempt to substitute this little coterie of personal appoiniees for the magnificent body of representative women originally selected by the Commission, in the performance of the duty in that behalf imposed upon it, when coupled with the publicly declared policy (declared by Mr. Walker, the'attorney for the President of the Board of Lady Managers, in the litigation now pending in the United States Circuit Court for the Northern District of Illinois, upon the motion to remand the suit instituted by Miss Couzins to the State Court for trial, which motion was argued May 11, 1891), ttiat no further meeting of the Board of Lady Managers is ever to be called ; and that 21 all the duties of that Board are to be performed in per- petuity by the Executive Committee of that Board or a Sub-Committee thereof ; this effort furnishes sufficient occasion for the struggle which is being made by Miss Couzins to maintain the dignity and defend the rights of the Board of Lady Managers; gives sufficient concern to those who have believed that this legislation of Con- . gress would afford a fitting opportunity for the repre- sentative women of America to show what is in their power when called upon to participate in the transac- tion of a great national enterprise like this Exposi- tion ; and who now behold this opportunity about to be destroyed by an effort to transfer all of the powers of this Board of Lady Managers to a single woman, acting in conjunction with an Executive Committee, so-called, or a Sub- Committee of such Executive Committee, illegally appointed by herself ; and thus acting in sub- jection to the Executive Committee of the Commission and its Director-General, thus becoming merely the sub- ordinates of certain officers of the Commission. VI. The dispute over the terms of by-law five having arisen, and also there being some dispute as to the legality of the organization of the Executive Committee of the Board of Lady Managers, a meeting of that Exe- cutive Committee was called at Chicago on the 13th day of April, 1891. On the afternoon of the 14th of April, 1891, that Committee (the Committee named by the President of the Board of Lady Managers), as appears from the official statements of the action of the Com- mittee, on page 10, "unanimously adopted" the follow- ing preamble and resolutions : ''WHEREAS, The Secretary of the Board of Lady "Managers of the Columbian Commission has not per- 22 "formed in an acceptable manner the duties of her "office, and "WHEREAS, Either by negligence or inattention, "the minutes of the November session have been gross- "ly distorted, "WHEREAS, She has taken steps to have printed, at "the expense of some party or parties other than the "Board of Lady Managers, the alleged minutes of that "body, not yet approved by the Committee appointed at "the November session of the Board ; and "WHEREAS, She has incurred unnecessary expense "in conducting the business of her office, and "WHEREAS, She has, in response to a request for a "report, transmitted to this Committee a communication "disrespectful both to the Board of Lady Managers and "the Columbian Commission; and "WHEREAS, She has written disrespectful letters to "and concerning the president and other members of "the Board of Lady Managers ; and "WHEREAS, She has given expression through the "public press to opinions and sentiments that tend to "destroy in public estimation the dignity and standing "of the Board of Lady Managers ; therefore be it "Resolved, That a committee of three be appointed "to notify the Secretary of the Board of Lady Mana- gers that charges have been preferred against her, and "summon her to appear before the Executive Committee "and answer said charges at 11 o'clock to-morrow, "Wednesday, April 15th." No formal charges specifying the particular offenses alleged were ever filed or presented to Miss Couzins. No reasonable opportunity to her to attend and present her side of the case, and bring her witnesses forward, or produce her documentary vidence, was ever afforded her. On the contrary, the so-called executive commit- tee of the Board of Lady Managers, according to its of- ficial statement, signed by its members without any notice whatever to Miss Couzins which the law would regard for one moment, investigated certain charges against her in her absence, the charges not even being in writing and, without giving her the opportunity to meet her accuser, adopted a series of resolves, adjudg- ing her to be guilty as charged ; and then invited her to come before these judges who had already pro- nounced judgment, and answer the charges at 11 o'clock on the following morning; giving her, in fact only one evening to prepare to meet the grave accusa- tions preferred against her, and requiring her to -meet these charges before those who had already pronounced her guilty and were themselves her accusers. As a matter of fact it is admitted that Miss Couzins was not notified of this action taken against her until after 1 1 o'clock on the morning of the 15th of April, at which time the hour for her appearance to answer these charges was changed to 3 o'clock P'. M. of the same day. Of course Miss Couzins did not venture to appear before a packed court that had . already determined its judg- ment, and it needs no argument to show that anything done by this so-called Executive Committee after the adoption of these resolutions, and in pursuance thereof, would be illegal and without the shadow of authority for its support. 'First of all we maintain that the Executive Com- mittee could not try charges against Miss Couzins and depose her from office, she being elected by the full Board of Lady Managers, and her election having been reported to and ratified by the Commission. There is nothing in the by-laws giving to the Executive Com- mittee the power to try charges against officers of the Board of Lady Managers, remove such officers from 24 office, if found guilty, and appoint the successor ; and in the absence of the express granting of this power this Executive Committee could not legally proceed with an investigation of these charges against Miss Couzins, save possibly for the sole purpose of making a report upon such charges to the full Board of Lady Managers, when that Board should meet. As a matter of fact, Miss Couzins not appearing on Wednesday, April 15th, at 3 o'clock?. M., she was, by the grace of her accusers, the so-called Executive Committee, given one hour further to appear and answer ; and inasmuch as she still re- mained "contumacious" at the end of that little hour, this Executive Committee proceeded to vote her depo- sition from office. Thereafter this Committee sought to secure some sanction for.its illegal and unauthorized conduct in this matter by laying a record of its proceeding before the Board of Reference and Control ; and by that Board Miss Cousins was notified to appear, and was advised that she would be allowed a hearing of one hour. Her reply was a bill for an injunction, filecl under advice of counsel, in the Circuit Court of Cook County, against the Board of Reference and Control, the President of the Board of Lady Managers, and so-called Secretary of the so-called Executive Committee, who had been appointed by such Executive Committee substantially to occupy the office to which Miss Couzins was elected by the Board of Lady Managers. In her fight in this case Miss Couzins is not simply struggling to retain the office on account of its emolu- ments, or a personal advantage which she might derive from the exercise of its prerogatives, the performance of its duties. She is insisting that she holds her commis- sion by virtue of the action of the Board of Lady Man- agers, and that that Board must pass upon the ques- tion of her retention of office, and as to whether she has faithfully performed all the duties devolved upon her by her election as the Secretary of the Board of Lady Managers. And she is doing this because she refuses to be a party, even by acquiescence, to a course of pro- cedure, the necessary tendency of which (if not the intention) is toward the destruction of the organization itself the elimination of the Board of Lady Managers from all active participation in the work of the Commis- sion and the Exposition to be held under its .super- vision ; the substitution for that Board of a small com- mittee holding their positions by virtue of personal appointment, and by the tenure of personal favor. She has made an appeal to the Courts, believing that the proceedings which have been carried on against her are arbitrary, illegal, revolutionary ; and she insists that until the Courts have spoken authoritati vely upon the questions presented, she is entitled to exercise the func- tions, perform the duties and draw the salary attach- ing to the position to which she was elected by the Board of Lady Managers November 20th, 1890. Respectfully Submitted, W. P. BLACK, C. B. WAITE. Solicitors for Miss Phoebe W. Couzins. 26 MR. RAE'S ARGUMENT. There is little that can be added in the matter of Miss Couzin's application to the Secretary of the Treasury for the payment of her salary, to the very able state- ment and argument of Hon. C. B. Waite and William P. Black, Esq., and all that is thought necessary in this informal opinion that is asked of us, is to give a general outline, supported by such authorities as will aid the Secretary of the Treasury in determining her right to her salary as such secretary. The act of Congress of the 25th of April, 1890, creating the World's Columbian Commission, was framed upon, and follows in many particulars the ver- biage of the act of March 3rd, 1871, and the act of June 1st, 1872, amendatory thereof, creating the United States Centennial Commission. This last act of June 1st, 1872, which gave to the Centennial Commission the power to create a corporation, called " The Centen- nial Board of Finance," to co-operate with the Commis- sion, is very similar in its scope and effect to section 6 of the act of Congress creating the World's Columbian Com- mission, in which this Commission is authorized and required to appoint a Board of Lady Managers of such number, and to perform such duties as may be pre- scribed by said Commission. It can not be questioned but that the commissioners are public officers of the United States, holding " offices of trust and profit " under the United States'. Not only to them are con- fided various delicate and important duties and func- tions, in the highest degree, authoritative, discretion- ary and final in character, but also of 'an executive and judicial character. This Commission was created not for the service of any particular state or section, but for 27 the interest of all the States united. The commis- sioners were appointed under the act by the President and are commissioned like other state officers. To them are confided the honor and reputation of the Uni- ted States, pledged for the proper management of the exposition to its own citizens and to foreign nations. It holds a very delicate and important trust, of such a public and national design as to clearly class it as a quasi corporation of a public and not of a private char- acter. In re Corlis, 11 Rhode .Island, 638; S. C. 23 Am. Rep., 538. In re Attorneys, &c., 20th Johns, (N. Y.), 492. State vs. Valle, 41 Mo., 31. Shelley vs. Alcorn, 36 Miss., 273. Vaugh-vs. English, 8 Call., 39. Notwithstanding the doubtful right of Congress to create corporations generally by implication, the Com- mission, itself, is such a corporation. In re Corlis, supra. Dunn vs. Oregon University, 9 Oregon, 357. As such public corporation it is to be governed by the laws applicable to such corporations or public bodies, and the powers bestowed upon it, like all powers bestowed on such public corporations, as contradis- tinguished from those* that are private, are to be strictly construed. Vase vs. Dean, T Mass., 280. Mayor of Baltimore, 38 Md., 282. Under the 6th article of the act by which it is created, it is made mandatory upon it to appoint a 25 Board of Lady Managers and to prescribe to such board certain duties which it is to perform. That it should appoint such a board is obligatory and the duties which it is to prescribe are discretionary. In prescribing these duties, judgment and discretion must be exercised by the commission, and by it alone. These obligations and powers can not be delegated. Birdsall vs. Clark, 73 N. Y. 73 ; S. C. 29 Am. Rep., 151. Matthews vs. Alexander, 68 Mo., 115. Clark vs. Washington, 12 Wheaton, 54, Supervisors vs. Bust, 77, 111., 59. State vs. F^ke, 9 R. I., 91. Re. vs. Forrest, 8 Term, Rep., 38. Bailey vs. Grisley, 8 East., 319. Hatch vs. Clark, Times (N. S.) 73. In re Liver- pool Household 62, law. In exercising powers of public trust or agency, they must be exercised by a majority of a quorum of the whole body, and such quorum must meet and confer, or if absent, must ratify. The public is entitled to have a joint consultation and not an exercise of discretion without such meeting and conference. Cooley vs. O'Connor, 12 -Wall, 391. Curtis vs. Butler, 24 How., 435. It is ministerial duties alone that may be delegated. Abrams vs. Ervin, 9 Iowa, 87. Edwards vs. Water Commissioners, 25 Hunh (N. Y.) 428. McCortle vs. Bates, 29 0. St., 419. The parent body the World's Columbian Com- mission being a public corporation or body exercising 29 functions in trust for the benefit of the whole' of the United States, in following the requirements of section six, by appointing a Board of Lady Managers and pre- scribing their duties in the appointment and prescrip- tion, its power was exhausted unless perhaps such board when created should become extinct and a vacancy occur. People vs. Bisssl, 49 Call, 4<>7. It would not be in the power of the Commission, hav- ing appointed a Board of Lady Managers as contemplated by the act, to create any other similar Board, nor could they bestow upon any committee or Hher body the power to prescribe the duties to be performed by the Board of Lady Managers, or to regulate such Board in the per- formance of its duties. It is evidently the intention of the act of Congress that the Ladies' Board when created should have a separate and' distinct organization, pos- sessing certain powers independent o f , and if necessary, antagonistic to the Commission itself. In all cases, where prizes are to be awarded for exhibits produced in whole or in part by female labor, such Board has the ab- solute right to appoint one or more members on all com- mittees authorized to award such prizes, whether such appointment might meet with the approval of the Com- mission or not. In the face of such contemplated in- dependence and freedom of action on the part of the Board, it would be illogical to suppose that Congress in- tended to confer upon the Commission such powers as would trammel, influence or modify the free discretion confided to the Board of Lady Managers in the appoint- ment of such members of such committees. It was not intended that the Commission should meddle with the Board of Lady Managers in the performance of the duties prescribed by the Commission, or the powers conferred 30 by the 6th section of the act of Congress giving them the right to appoint such committees. When the Commission called into being the Board of Lady Managers, such Board became an independent body having a perfect autonomy and subject to no law except that prescribed by itself, as to the manner of the performance of such duties as might be prescribed by said Commission or by said act of Congress. It is the duty of the President of the United States by and with the advice and consent of the Senate, to ap- point federal public officers, to perform such duties as may be prescribed by Congress, or even sometimes by the President hinjpelf , yet no one would suppose that the President of the United States having appointed such an officer, could in any way intermeddle so as to supplant or control such officer in the performance of such duties. No such concurrent power is contemplated or conferred. The appointment of the Judges of the Supreme Court of the United States is thrown on the President of the United States, to be confirmed by the Senate, but after such appointment and confirmation it would not be tol- erated in any free country, governed by fixed laws, that the President of the United States, though having the appointing power, should in any way supervise or control the rules of practice of the Supreme Court of the United States (which are in the nature of by-laws) on account of having such appointing power, nor could he form one of their number. The Commission itself met and elected the Hon. Thomas W. Palmer, president, and Mr. Dickinson, secre- tary, and then passed by-laws and appointed an execu- tive committee and adjourned. Would any one suppose for a moment that such officers, when elected, or the public would tolerate an attempt on the part of the executive committee, during vacation of the Commission or at any time, to remove such officers from .office and install in their places the unsuccessful candidates or any one else ? If then the Board of Lady Managers is a separate independent body created by the act of Congress, and appointed by the Commission, which is a public body, it, like its parent body, is also a public body, having like public duties, and of an independent character, to per- form in reference to the objects of said Commission and Exposition. And the same law applicable to the Com- mission applies to the Board of Lady Managers. In all cases where it is to exercise judgment and discretion such power cannot be delegated. Th% public trust con- fided to it must always be executed by a majority of a quorum, which must meet to confer, or must meet and ratify. In the election of its officers it necessarily ex- ercises judgment and discretion, and this must be done by the Board alone, and not through the agency of committees. All such public bodies must, in the absence of any authority in the act of its creation, make and prescribes its own bj -laws. The power to make by-laws when the charter is silent, is lodged in the members at large. Morton vs. The Gravel Road Co. 51 Ind. 4. People vs. Crossley 69 111. 195. Commonwealth vs. Woeper, 3 Sarg. & K..29 S. C. 8 Am. Dec. 028. Juker vs. Commonwealth, 20 Penn. St. 484. Carney vs. Andrews, 10 N. J. Eq. 70. It is plain then that the officers of the Board of Lady Managers must be elected by the Board itself, and not through the instrumentality of an executive committee, and that such power cannot be delegated to an execu- tive committee or other sub-committee, nor can it be delegated by a by-law unless expressly authorized by its charter to do so. If the power was confided to an executive committee to undo in a matter of judg- ment and discretion what has been done by the whole Board or a majority of a quorum of such a Board, it might be subject to gross abuse and open a wide door to fraud of the grossest kind. There is no better illustration than this case affords of such danger and injustice. At the organization of the Ladies' Board, Miss Couzins, Mrs. Palmer and Mrs* Logan were oppos- ing candidates for chairman of the Board. Miss Couz- ins withdrew from such candidacy and assisted in the election of Mrs. Palmer for that place, in consequence of which Mrs. Logn was defeated. Upon the election had for secretary of the Board Miss Couzins had among others as her opponent, Mrs. Cook, who subse- quently, upon the attempted removal of Miss Couzins from office, was installed as secretary de facto, by the executive committee. By the exercise of a doubtful and disputed power the executive committee, as at present constituted, is made up entirely of members appointed by Mrs. Palmer, the majority of whom voted for Mrs. Cook as secretary of the Board, and soon after the Board adjourns, after having expressed its judgment by the election of Miss Couzins instead of Mrs. Cook, as its secretary, the executive committee which is com- posed of twenty-five members, attempts to change the result of that election, by the deposition of the secretary elected by the whole board, being composed of 115 members, and who at the election held gave Miss Couz- ins a majority of 19 over her competitor, Mrs. Cook,and a majority over all, and the installation of Mrs. Cook into the office, thus, nullify ing all that the Board had so recently done in a solemn election held for that purpose. It is not a question whether Miss Couzins or Mrs. Cook is better qualified for the office or more acceptable to the chairman and executive committee, but it is a ques- tion of the power of a small fraction of the Board to undo all that the whole Board has done, in a matter re- quiring the exercise of the judgment and discretion of the whole Board. It cannot be supposed that the whole Board met and elected a chairman and secretary over- all their respective rivals, and then left it to an incon- siderable and insignificant number of its members after its adjournment to make such election futile by the removal of such elected chairman or secretary, and the installation of other persons. It is still more ab- surd to suppose that the Board intended that such power should be exercised against those wliom it had elected, and in favor of those whom it had rejected. If the premise is correct, that the Board is an in- dependent public body with perfect freedom within the exercise of its legitimate powers to act independent of the control of the Commission, then it is not in the power of the Commission itself, nor in the power of its execu- tive committee, nor its committee of arbitration and control, to in any manner interfere with the free exercise of such powers. It is the evident intention of the act that the Board of Lady Managers should continue in being and in the active performance of its duties up to and after the time of the awarding prizes on such exhib- its as shall be produced in whole or in part by female labor. It was evidently the intention of Congress that it should so exist and should meet and exercise the powers conferred upon it by Congress, us well aa the duties to be prescribed for it by the Commission. And as these duties require the exercise of judgment and discretion, powers that must be exercised by the bodj itself, it was never intended that the executive com- mittee should receive by delegation these high and im- portant trusts. In matters purely ministerial, to carry 34 rat the will and pleasure of the board itself, the execu- tive committee may act, but in those important and substantive duties which inherently belong to the public body, quasi politic, the body itself must act. It is a familiar principle of law that the directors of a corpo- ration cannot generally delegate their authority and power to others. Beach on private corporations, 384, Sec. 229 & 230. And even in private corporations it was found necessary in England under what is known as the Com- pany's Clause Act of 1845, to delegate powers to execu- tive committees. But in public bodies, municipal or otherwise, both in England and elsewhere, executive committees cannot pass ordinances or elect or remove a chairman or secretary of the corporation itself, whether it be a quasi corporation, or a municipal corporation like the city council, etc. It would be a new doctrine incorporated in parliamentary law for an executive com- mittee of the senate of the United States, duriffg a va- cation of Congress, to elect a President of the senate or its clerk. Sheridan Electric Light Company, vs. Challin bank, 59 Hunn, 575. Bandleich, vs. National Bank, 2 Met. 163. Ives vs. Smith, 8 N. Y. 205. Ee vs. Forest, 8 T. E. 38. Balleye vs. Grisiey. 8 East. 319. . Hatch vs. Clark. In re Liverpool Household, etc. 62 L. T., (N. S.) 73. EQBEBT EAE. Chicago, June 9, 1891. 1 U