The opinion
On Petition to Rehear.
HOWELL, J.
In this ease we are presented with ,a petition to rehear in which it is insisted that the restric *205 tive provisions of the Charter are in conflict with the general laws of Tennessee. . .
The case was fully presented upon the hearing by a lengthy brief with many assignments of error and propositions of law and fact set out. We carefully examined the entire record and briefs and considered the arguments of counsel and concluded that the Chancellor had reached the merits of the controversy. We therefore adopted the opinion of the Chancellor and affirmed the decree of the Chancery Court.
It is noted that in the opinion of the Chancellor it appears that in October, 1920 some former students of Webb’s School organized an association to be known as “The Association of Alumni and former students of Webb School” and 'adopted a constitution in which appears the following language:
“The Board of Trustees thus incorporated may, with the consent of the principals of the school, invite and accept gifts and subscriptions of money or property and shall hold the same subject to the direction of the principals for the use of the .school, but it shall have no right or privilege to control or influence the management of the school or the selection of instructors, or to regulate the course of study, or the method of discipline, provided, however, that if by reason of death, resignation or other cause there should be no principal or principals to manage and direct the school, the Board of Trustees, in order to insure the continued conduct of the school, shall have the right to select a suitable principal or suitable principals for that purpose.”
Later and on June 10, 1921, a Charter of Incorporation was granted by the State of Tennessee to the Board *206 of Trustees ..of: .Webb '.School and the sole purpose of'the Charter is set out therein as follows:
* ‘ * * * for the promotion of education and learn- .• ing- and particularly for the purpose of supporting, maintaining, and perpetuating the preparatory school at Bell Buckle, Bedford County, Tennessee, knpwn as Webb School. The primary purpose of ; this corporation is to solicit and invite subscriptions ..of , money or property and to provide the means by which those who may be s-o disposed, may make gifts of money or property for the use and benefit of the .’aforesaid Webb School, to the end that the splendid scholastic work of the said school, with its sound principles of discipline, and its inspiring moral atmosphere may be perpetuated .and permanently assured; and this corporation shall have no right or privilege to control the management of said school or the. selection of instructors or to regulate the course study or the method of discipline, unless by reason of death, resignation, or other cause there should be no principal, or principals to manage and direct the school, and in such event this corporation, in .order to assure the continued operation of such school, shall have the right to select a suitable principal or principals for that purpose.”
The school has operated under this charter since that time. Everybody connected with the school was familiar with the Charter and those provisions were explained to everyone who was solicited for contributions to the school and they knew that it was provided that W. B. Webb, Jr. would continue as -principal of the school under its charter and the defendants were granted a certificate of exemption by -the Internal Revenue Department of the *207 United States (Government and received contributions by reason thereof.
The. Charter clearly sets out that.the defendants were not to havé authority over the scholastic and disciplinary activities of the school unless by reason of death, resignation or other cause there should be no principal to manage or direct the school.
-The school has been conducted under the terms -of the constitution above mentioned and articles of incorporation since 1921, and the defendants cannot now be heard to .complain.
The equities of the case are with the complainant.
The petition to rehear is denied at the- costs of petitioner.
Felts, P. J., and Hickerson, J., concur.