VISITATION. The act of examining into the affairs of a corporation.
The power of visitation is applicable only to ecclesiastical and eleemosynary corpora tions. 1 Bla. Com. 480. The visitation of civil corporations is by the government itself, through the medium of the courts of justice. •See 2 Kent 240. In the United States, the legislature is the visitor of all corporations founded by it for public purposes; Dart mouth College v. Woodward, 4 Wheat. (U. S.) 518, 4 L. Ed. 629.
All of the above was quoted in Guthrie v. Harkness, 199 U. S. 148, 157, 26 Sup. Ct. 4, 50 L. Ed. 130, 4 Ann. Cas. 433.
See ELEEMOSYNARY CORPORATION.
All eleemosynary corporations who are to receive the charity of the founder have visi tors if they are ecclesiastical corporations ; and if a particular visitor is not provided by the founder, then the Ordinary of the place is the visitor ; if they are lay corporations, the founder and his heirs are perpetual visi tors; 5 Mod. 404. It is a necessary incident of an eleemosynary corporation ; 1 Mod. 82; "a power to correct abuses and to enforce due observance of the statutes of the charity, but not a power to revoke the gifts, to change uses or divest rights;" Allen v. McKean, 1 Sumn. 276, Fed. Cas. No. 229, per Story, J.
A visitor' has the right of inspecting the affairs of the corporation, and superintend ing all officers who have charge of them ac cording to the statutes of the founder, with out any control or revision of any other per son or body, except the judicial tribunals, by whose authority and jurisdiction he may be restrained and kept within the limits of the granted powers, and made to regard the general laws of the land ; In re Murdock, 24 Mass. 303. No appeal lay from a visitor unless he visits qua Ordinary, when an ap peal lay to the Crown in Chancery. It was said by Lord Camden that visitation is des potism uncontrolled and without appeal; Grant, Corp. 534. See, generally, Tudor, Char itable Trusts; Stephens, Statutes Relating to Ecclesiastical, etc., Institutions; Report of Oxford Commission (1852); 7 Coro. Dig. 545; 21 Viner, Abr. 587. See 34 L. Mag. & Rev. 40, as to Oxford and Cambridge Universities.
In Massachusetts it is held that the visita tion of eleemosynary corporations according to the common law is in force except as al tered by statute; In re Murdock, 24 Mass. 303 ; such statutes may vest visitatorial pow er in the courts, in the absence of a personal visitor, or even where there is one; In re Taylor Orphan Asylum, 36 Wis. 534; but
where vtsitatorial power is conferred on cer tain public officers, the courts may not inter fere unless such visitors should act contrary to law ; Nelson v. Cushing, 2 Cush. (56 Mass.) 519.
Even where a testator, in founding a hos pital, directed that the trustees should an nually report their acts to the court and give bonds, it was held that the court had no visitatorial power or other supervision; Jen kins v. Berry, 119 Ky. 350, 83 S. W. 594.
The visitatorial power of a court over a cemetery association does not authorize it to substitute its own business judgment for that of the association; Roanoke Cemetery Co. v. Goodwin, 101 Va. 605, 44 S. E. 769.
Under the visitatorial powers of a state over corporations doing business within its borders, it is competent for it to compel such corporations to produce their books and pa pers for investigation and to require the tes timony of their officers and employees to as certain whether its laws have been complied with, and this power extends to the produc tion of books and papers kept outside of the state, and a statute requiring such produc tion does not amount to an unreasonable search or seizure or a denial of due process of law ; Consolidated R. Co. v. Vermont, 207 U. S. 541, 28 Sup. Ct. 178, 52 L. Ed. 327, 12 Ann. Cas. 658; Hammond P. Co. v. Arkan sas, 212 U. S. 322, 29 Sup. Ct. 370, 53 L. Ed. 530, 15 Ann. Cas. 645. A corporation, being the creature of the state, has not the consti tutional right to refuse to submit its books and papers for an examination at the suit of the state, and an officer of a corporation charged with criminal violation of a statute cannot plead the criminality of the corpora tion as a refusal to produce its books; Hale v. Henkel, 201 U. S. 43, 26 Sup. Ct. 370, 50 L. Ed. 652. A corporation is bound to fur nish information when called for by the state, so far as reasonably possible, and state the facts which excuse them from an swering more fully ; State v. Express Co., 81 Minn. 87, 83 N. W. 465, 50 L. R. A. 667, 83 Am. St. Rep. 366; by statute the right ex ists in Kansas ; see Western U. Tel. Co. v. Austin, 67 Kan. 208, 72 Pac. 850.
It may be considered that, to a certain ex tent, railroad commissions are the machinery created by law for the exercise of visitatorial power.
This power does not include the common law right of the shareholder to inspect the books of the corporation ; Guthrie v. Hark ness, 199 U. S. 148, 26 Sup. Ct. 4, 50 L. Ed. 130, 4 Ann. Cas. 433.