## Facts

- Vermont law required each state-chartered medical society to issue a practice certificate to applicants who present evidence (typically a diploma) that satisfies the society’s censors that the applicant is qualified.
- Mary J. Townshend applied to the Vermont State Eclectic Medical Society’s censors for a certificate authorizing her to practice medicine in Vermont.
- Townshend presented a diploma from Vermont Medical College stating it conferred the degree of M.D.
- The censors refused to issue the certificate, asserting the college lacked legal authority to confer the M.D. degree and thus the diploma was not valid licensing evidence.
- Vermont Medical College was incorporated under a general statute authorizing corporations “[t]o establish and maintain literary and scientific institutions,” which enumerated common corporate powers but did not expressly authorize conferral of academic degrees.
- Townshend petitioned for a writ of mandamus to compel the censors to issue the certificate.

## Issues

1. Whether a corporation formed under a general statute to establish and maintain literary and scientific institutions has implied authority to confer the degree of M.D. absent an express grant.
2. Whether, under a licensing statute requiring credentials that “satisfy” censors, the censors may reject a diploma as legally ineffective because the issuing institution lacked authority to confer the degree, and thus whether mandamus can compel issuance of the certificate.

## Decision

- The Vermont Supreme Court dismissed the mandamus petition with costs.
- The court held Vermont Medical College lacked statutory authority to confer the M.D. degree; such authority was neither expressly granted nor necessarily incidental to its incorporation powers.
- The court held the censors could determine, in the first instance, whether a diploma is genuine and whether it has sufficient legal efficacy to qualify as statutory evidence.
- Because the diploma was legally ineffective as evidence of entitlement to a license, the censors had no clear ministerial duty to certify Townshend, and mandamus would not lie.

## Legal Principles

- A corporation possesses only those powers expressly granted by its charter or enabling statute, plus incidental powers necessary to carry out the express grant; the power to confer academic or professional degrees is not implied without express authorization.
- When a licensing statute requires credentials that “satisfy” a board, the board may assess not only authenticity but also the legal validity of the credential, including whether the issuing entity had authority to issue it.
- Mandamus is unavailable to compel action where the respondent must exercise judgment or where no clear legal duty to act is established.

## Conclusion

The court denied mandamus because the applicant’s M.D. diploma was not legally effective evidence under the licensing statute: the issuing college lacked authority to confer the degree, and the medical society’s censors could therefore refuse certification without violating a clear ministerial duty.


Townshend v. Gray, 19 A. 635 (Vt. 1890)