Re: Estate Amanda F. Lauterbach.
Dear Madams:
At the request of Mrs. Edward Thomas and Mrs. Grace Hoffman White, of this City, we have investigated bequests made to the Women's International League for Peace and Freedom by the will and codicil of the late Amanda F. Lauterbach. We have also had some correspondence with Mrs. Florence G. Taussig, of St. Louis, Mo., and with Miss Dorothy Detzer, the Executive Secretary in Washington. We have been requested to submit the facts to you, for your consideration.
The will and codicil of Amanda F. Lauterbach have been filed for probate in the Surrogates' Court, of New York County, and a contest against the probate has been made by three daughters of the decedent, who are not legatees under the will. The Women's International League for Peace and Freedom is not a legatee under the will; however, under the codicil, the League is given a legacy, in the sum of $5,000, and has contingent remainder interests in trusts. The principal legatees under the will and codicil are a brother, a sister, a nephew, and a niece of the testatrix. Trusts are created for the benefit of these four persons, and the remainder estate is divided, equally, between the Women's International League for Peace and Freedom, the French Benevolent Society of New York, and the Little Mothers' Aid Association. The last two named Associations are incorporated bodies. We are informed that the Women's International League for Peace and Freedom is not an incorporated association; that it is international in character, with sections (unincorporated) in various countries, and, in the United States, with State associations, which, again, are not incorporated.
Generally speaking, under the decisions of the Courts of the State of New York, an unincorporated association is incapable of receiving a bequest under a will. The fact that your parent organization is an international organization will in no way vary this rule and permit the international organization to receive the legacies mentioned in the will. The will, however, contains a provision, providing that, in case any bequest to any of the institutions named shall lapse, by reason of the fact that such institution is not incorporated, the legacies mentioned in the will will go to the corporation [page 2] which may have the charge or control of such institution, and, in default thereof, to the Treasurer, and his successors in office, as Trustee for the purposes of such institution. Apparently, this provision was intended to protect the Executors in making payment of the legacies to the Treasurer of the international organization known as the "Women's International League for Peace and Freedom," but, unfortunately, however, we are again met with decisions of the Courts of the State of New York, holding that the Treasurer of an unincorporated association is in no better position to receive the legacy than the unincorporated association itself.
Miss Detzer has given us a list of the Executive Committee of the Women's International League for Peace and Freedom, and we there note that C. [Ramondt-Hirschmann] is the Recording & Financial Secretary, and that the Executive Committee and the League has no one designated as "Treasurer." If the party last mentioned, as Financial Secretary, performs the duties of the office of Treasurer, even if this person is not officially designated as "Treasurer," it might be possible to substitute the Financial Secretary for the Treasurer, on proof that the Financial Secretary performs all the duties of the Treasurer of your international organization.
Even though the Financial Secretary would be considered the Treasurer, we are, however, met with the proposition that the Women's International League for Peace and Freedom is an unincorporated association, and, therefore, incapable of taking the legacy under this will. The Courts in this State have held, and the law now is, that, where trusts are created by a will, which do not vest until the death of the life tenant, the unincorporated association must incorporate prior to the death of the life tenant, to receive the bequest. The question as to whether the remainders created by the will of Mrs. Lauterbach are vested now is an intricate, legal one, which possibly will have to be decided by the Courts, although a casual examination indicates that the remainders vest upon the death of the life tenants. It is necessary, therefore, to consider the question of incorporating the international, or parent, organization of the League, of which you are the President. In our opinion, it is necessary for the international organization to incorporate, in order to be ready to take the legacies. Of course, we do not [page 3] know whether or not such an incorporation can take place or if it is your desire and the desire of your Executive Committee to incorporate the international, or parent, organization.
We mentioned that there is a will contest pending in this estate. For the purpose of avoiding prolonged litigation, these daughters, and the brother, sister, nephew, and niece, who are legatees and beneficiaries of trusts created by the will, have agreed on a settlement, whereby the daughters will share in the estate, under certain conditions. This proposed settlement has now been submitted to the three associations mentioned, and further negotiations are being carried on. Mrs. Thomas represented the League in these negotiations until she was advised that the League should be represented by attorneys. She consulted with Mrs. White, and we were asked to represent the League. At the present time, we are attorneys for Mrs. White in another matter.
Hearing that a meeting of the National Board of the United States Section of the League was to be held in Philadelphia, we requested that a committee be appointed to engage counsel to represent the League in the matter of its interests in this Estate. We understand that such a resolution was passed, and a committee was appointed, composed of Mrs. Thomas, Mrs. White, and Miss Brannan.
At the time this resolution was passed by the National Board at Philadelphia, we did not know that there was an international association, with its principal office in Geneva, Switzerland; so that, this resolution is of no effect.
In a letter of this kind, it is rather difficult to explain in detail the legal questions which may arise in the matter of this estate. We have endeavored to give you facts sufficient to acquaint you with the situation as we see it at this moment. If the will is not admitted to probate, the League will receive nothing from the estate; if the will is admitted to probate, the Women's International League for Peace and Freedom, if incorporated, is entitled to take the legacy, and will probably receive part of this residuary estate. If the proposed settlement is carried through, the association, if incorporated, will probably receive certain moneys from this estate. [page 4]
Under the proposed terms of settlement, as outlined at the present time, and if they are carried through by a proper decree of the Surrogates' Court of this County, the League would receive at this time approximately $20,000, and have an interest in the further sum of $16,667, provided there is an incorporation of the League.
If the League has general counsel in the United States, or, if the international association has general counsel abroad, we advise that this whole matter be referred to counsel here or abroad.
The following information is necessary to whomsoever represents the International League:
(1) Is the Women's International League for Peace and Freedom, of Geneva, Switzerland, an incorporated body? If so, when and where was it incorporated?
(2) If incorporated, furnish a copy of the charter, by-laws, and a certified copy of a resolution of the Board of Directors, Trustees, or other governing body, authorizing attorneys to represent the association in the matter of its interest in the Estate of Amanda F. Lauterbach, deceased.
(3) If the association is an unincorporated body, has it a Treasurer, and, if so, his or her name and address.
(4) If the Women's International League for Peace and Freedom, of Geneva, Switzerland, is not an incorporated body, a complete description of the character of the organization, with a copy of the constitution, by-laws, rules, or other regulations governing the association, and the method by which it transacts business.
(5) If this association has no Treasurer, has it an officer who performs the duties of a Treasurer of an organization of this kind? If so, the title, name, and address of this officer, and a detailed description of his or her duties. [page 5]
(6) If it is an unincorporated association, will the proper governing body incorporate, for the purpose of enabling the organization to take bequests from the Estate of Amanda F. Lauterbach, deceased, and, if so, when will it incorporate, and where? Can it be arranged that this association incorporate in one of the States of the United States, preferably in the State of New York?
(7) Has the present governing body of the Women's International League for Peace and Freedom, of Geneva, Switzerland, or its Executive Committee, the power to decree that the association shall be incorporated without the consent of the members of its branches in various countries or States?
We beg to submit the above as our report of the Amanda F. Lauterbach Estate, from the standpoint of the Women's International League for Peace and Freedom. This is submitted without obligation on the part of the League to us for our work in this matter. The questions involved are complicated and many in number. The matter should be referred to counsel for the League, or to some one for prompt advice. If you desire us to assist in any way, we shall be pleased to act.
Very truly yours,
Alexander & Keenan
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