McGraw, Justice:
This appeal requests dissolution of a permanent injunction which restrains the City of South Charleston and the Board of Park and Recreation Commissioners of the City of South Charleston from carrying out the terms of an agreement entered into between the Board of Park and Recreation Commissioners and George D. Zamias, a private individual. In the agreement the Board of Park and Recreation Commissioners granted Zamias an irrevocable and exclusive option to purchase a 120 acre tract of real estate located in Little Creek Park, a municipal recreation area. Appellants’ major [287]*287contention is that the circuit court erred in ruling that the option agreement was beyond the scope of the statutory authority of the Board of Park and Recreation Commissioners. We do not agree and we affirm the holding of the circuit court on this point. Appellee Rogers cross-appeals from the lower court’s finding that the Board of Park and Recreation Commissioners may sell real property without a public auction. On this point we reverse.
On April 22, 1968, the City of South Charleston acquired, in fee simple, by purchase, approximately 270 acres of undeveloped woodland adjacent to the city limits which became known as Little Creek Park. On February 15, 1973, the South Charleston City Council, pursuant to W. Va. Code § 8-21-1, created by ordinance the Board of Park and Recreation Commissioners (hereinafter referred to as the Board), a public corporate body.
On December 7, 1973, the City conveyed to the Board the 270 acres of undeveloped land acquired on April 22, 1968, subject to the condition that it be used “... solely and exclusively for public parks and recreation and the recreation system of the City of South Charleston.” The deed also stated that upon dissolution of the Board the property would revert to the City. By unanimous vote, the Board, on August 11, 1976, declared that 120 acres of the 270 acre tract was surplus, and that same day executed an option to sell the 120 acres to Mr. George Za-mias for the private development of a shopping mall. The option agreement was conditioned upon the approval of the City Council, the removal by City Council of the restriction requiring use of the property for park and recreational purposes and the City’s release of its rever-sionary interest. The term of the option was for six years or for two years after the date of completion of the proposed Corridor G highway, whichever was earlier. On September 2, 1976, the Board amended the option agreement to provide that all consideration paid for the option be non-refundable. On that day, the City Council also held a public hearing upon Ordinance No. 1166, [288]*288which sought to enable the sale under the option agreement.
Ordinance No. 1166 became law on September 9, 1976. This ordinance determined, among other things, that the use and that a shopping mall constructed on the property would be of benefit to the City. The ordinance also “unconditionally released” the Board from the restriction requiring recreational use of the 120 acres and conveyed to the Board the City’s reversionary interest. A formal release implementing Ordinance No. 1166 was executed by the Mayor of South Charleston on February 16, 1977.
On June 1, 1978, appellee Gary Rogers, a citizen, taxpayer, voter and real property owner of the City of South Charleston, commenced this action for injunctive relief. He claimed that the option agreement was void as exceeding the statutory authority of the Board and as restraining future Boards from exercising their authority over park lands, that any sale of Board property must be had by public auction, and that the consideration agreed to by the Board in the option was grossly inadequate.
The Circuit Court of Kanawha County found that the option agreement executed by the Board and the ordinance passed by city council purporting to implement it were void and entered a permanent injunction restraining the City and the Board from exercising the terms of the option agreement. It is from this decision that the City and the Board appeal. The appellee cross-appeals from the finding of the lower court that the Board was not required to sell the property in question at public auction.
I.
Appellants contend that the lower court erred in finding that the Board was not authorized to execute an option agreement entitling a private individual to purchase the park land as much as six years in the future. They point to W. Va. Code § 8-21-2, vesting the Board [289]*289with authority to purchase, hold and sell real property, and say that it is clear that the Board has been granted the power to contract and to be contracted with to the same extent as a private corporation, including the power to execute an option to purchase real property.1 We do not see the merit in these arguments.
The Board is not unlimited in its power to contract or to convey real property. The authority of the Board to purchase or to hold property is granted only for the purpose of “... establishing, constructing, improving, extending, developing, maintaining and operating a city public park and recreation system.”2 Clearly, the Board may not enter into contracts or purchase or hold land for any other purpose.
Furthermore, parks are for the benefit of, and are held in trust by the Board for, the municipality and the public. 10 McQuillan, Municipal Corporations § 28.52 (3d ed. 1966); Quinn v. Dougherty, 30 F.2d 749 (D.C. Cir. 1929); Paepcke v. Public Building Commission, 46 Ill.2d 330, 263 N.E.2d 11 (1970); Gallagher v. Omaha, 189 Neb. 598, 204 N.W.2d 157 (1973). The Board may hold the title to such lands but it holds the property for the municipality and the usufruct is in the public. Board of Park Comm’rs v. Shanklin, 304 Ky. 43, 199 S.W.2d 721 (1947). Thus the Board’s power is also limited to contracts and [290]*290conveyances that are in the best interests of the public and the municipality.
Finally, by its very nature as a public corporate body, the Board is limited in regard to its power to contract and convey property. It is well settled that a public corporation created by statute is vested only with such powers and authority as are expressly given by the Legislature or as fairly arise by necessary implication from the express statutory grant or as are requisite to enable the corporation to carry out the function. Evans v. Hutchinson, _ W. Va. _, 214 S.E.2d 453 (1975) (board of education); Mohr v. County Court, 145 W. Va. 377, 115 S.E.2d 806 (1960) (county court); Law v. Phillips, 136 W. Va. 761, 68 S.E.2d 452, 33 A.L.R.2d 95 (1952) (municipal corporations); Dooley v. Board of Education, 80 W. Va. 648, 93 S.E. 766 (1917) (board of education). W. Va. Code § 8-1-7 relaxes the common law rule of strict construction somewhat but it does not lift all restrictions on the exercise of power by the Board.3
Free access — add to your briefcase to read the full text and ask questions with AI
McGraw, Justice:
This appeal requests dissolution of a permanent injunction which restrains the City of South Charleston and the Board of Park and Recreation Commissioners of the City of South Charleston from carrying out the terms of an agreement entered into between the Board of Park and Recreation Commissioners and George D. Zamias, a private individual. In the agreement the Board of Park and Recreation Commissioners granted Zamias an irrevocable and exclusive option to purchase a 120 acre tract of real estate located in Little Creek Park, a municipal recreation area. Appellants’ major [287]*287contention is that the circuit court erred in ruling that the option agreement was beyond the scope of the statutory authority of the Board of Park and Recreation Commissioners. We do not agree and we affirm the holding of the circuit court on this point. Appellee Rogers cross-appeals from the lower court’s finding that the Board of Park and Recreation Commissioners may sell real property without a public auction. On this point we reverse.
On April 22, 1968, the City of South Charleston acquired, in fee simple, by purchase, approximately 270 acres of undeveloped woodland adjacent to the city limits which became known as Little Creek Park. On February 15, 1973, the South Charleston City Council, pursuant to W. Va. Code § 8-21-1, created by ordinance the Board of Park and Recreation Commissioners (hereinafter referred to as the Board), a public corporate body.
On December 7, 1973, the City conveyed to the Board the 270 acres of undeveloped land acquired on April 22, 1968, subject to the condition that it be used “... solely and exclusively for public parks and recreation and the recreation system of the City of South Charleston.” The deed also stated that upon dissolution of the Board the property would revert to the City. By unanimous vote, the Board, on August 11, 1976, declared that 120 acres of the 270 acre tract was surplus, and that same day executed an option to sell the 120 acres to Mr. George Za-mias for the private development of a shopping mall. The option agreement was conditioned upon the approval of the City Council, the removal by City Council of the restriction requiring use of the property for park and recreational purposes and the City’s release of its rever-sionary interest. The term of the option was for six years or for two years after the date of completion of the proposed Corridor G highway, whichever was earlier. On September 2, 1976, the Board amended the option agreement to provide that all consideration paid for the option be non-refundable. On that day, the City Council also held a public hearing upon Ordinance No. 1166, [288]*288which sought to enable the sale under the option agreement.
Ordinance No. 1166 became law on September 9, 1976. This ordinance determined, among other things, that the use and that a shopping mall constructed on the property would be of benefit to the City. The ordinance also “unconditionally released” the Board from the restriction requiring recreational use of the 120 acres and conveyed to the Board the City’s reversionary interest. A formal release implementing Ordinance No. 1166 was executed by the Mayor of South Charleston on February 16, 1977.
On June 1, 1978, appellee Gary Rogers, a citizen, taxpayer, voter and real property owner of the City of South Charleston, commenced this action for injunctive relief. He claimed that the option agreement was void as exceeding the statutory authority of the Board and as restraining future Boards from exercising their authority over park lands, that any sale of Board property must be had by public auction, and that the consideration agreed to by the Board in the option was grossly inadequate.
The Circuit Court of Kanawha County found that the option agreement executed by the Board and the ordinance passed by city council purporting to implement it were void and entered a permanent injunction restraining the City and the Board from exercising the terms of the option agreement. It is from this decision that the City and the Board appeal. The appellee cross-appeals from the finding of the lower court that the Board was not required to sell the property in question at public auction.
I.
Appellants contend that the lower court erred in finding that the Board was not authorized to execute an option agreement entitling a private individual to purchase the park land as much as six years in the future. They point to W. Va. Code § 8-21-2, vesting the Board [289]*289with authority to purchase, hold and sell real property, and say that it is clear that the Board has been granted the power to contract and to be contracted with to the same extent as a private corporation, including the power to execute an option to purchase real property.1 We do not see the merit in these arguments.
The Board is not unlimited in its power to contract or to convey real property. The authority of the Board to purchase or to hold property is granted only for the purpose of “... establishing, constructing, improving, extending, developing, maintaining and operating a city public park and recreation system.”2 Clearly, the Board may not enter into contracts or purchase or hold land for any other purpose.
Furthermore, parks are for the benefit of, and are held in trust by the Board for, the municipality and the public. 10 McQuillan, Municipal Corporations § 28.52 (3d ed. 1966); Quinn v. Dougherty, 30 F.2d 749 (D.C. Cir. 1929); Paepcke v. Public Building Commission, 46 Ill.2d 330, 263 N.E.2d 11 (1970); Gallagher v. Omaha, 189 Neb. 598, 204 N.W.2d 157 (1973). The Board may hold the title to such lands but it holds the property for the municipality and the usufruct is in the public. Board of Park Comm’rs v. Shanklin, 304 Ky. 43, 199 S.W.2d 721 (1947). Thus the Board’s power is also limited to contracts and [290]*290conveyances that are in the best interests of the public and the municipality.
Finally, by its very nature as a public corporate body, the Board is limited in regard to its power to contract and convey property. It is well settled that a public corporation created by statute is vested only with such powers and authority as are expressly given by the Legislature or as fairly arise by necessary implication from the express statutory grant or as are requisite to enable the corporation to carry out the function. Evans v. Hutchinson, _ W. Va. _, 214 S.E.2d 453 (1975) (board of education); Mohr v. County Court, 145 W. Va. 377, 115 S.E.2d 806 (1960) (county court); Law v. Phillips, 136 W. Va. 761, 68 S.E.2d 452, 33 A.L.R.2d 95 (1952) (municipal corporations); Dooley v. Board of Education, 80 W. Va. 648, 93 S.E. 766 (1917) (board of education). W. Va. Code § 8-1-7 relaxes the common law rule of strict construction somewhat but it does not lift all restrictions on the exercise of power by the Board.3
Appellants, however, point out that the statute vests the Board with the power to perform “* * * any and all things and acts which may be necessary, appropriate, convenient or incidental to carry out and effectuate the purposes and provisions of this article. .. .”4 They maintain that this provision alone enables the Board to act to the same extent as a private corporation. We do not agree. The Board may be authorized to exercise such powers, but it may do so only within the scope of the aforementioned limitations. Nothing in the statute indicates an intent of the part of Legislature to free the Board from these general limitations placed on all similar public corporate bodies and differentiating them from private corporations.
[291]*291Plainly, the Board does not have the power to contract or to convey property to the same extent as a private corporation. The Board’s power is limited by its statutory purpose and by its character as a public corporation and a trustee. And since any contract entered into by a public corporate body which is beyond the scope of its statutory powers is void,5 it is necessary to determine if the limited statutory grant of general powers confers upon the Board the power to execute an option agreement.
Here there is no express grant of power to the Board to enter into option agreements. The Board is given the power to “sell or convey” its real property, but several cases have held that a statutory grant of authority to a public body to sell, convey or dispose of property does not include the authority to give a private corporation or individual an exclusive option to purchase public lands in the future. Whitworth College v. Brookhaven, 161 F. Supp. 775 (S.D. Miss. 1958), aff'd 261 F.2d 868 (5th Cir. 1958); Johnson v. City of Sylacauga, 293 Ala. 429, 304 So.2d 586 (1974); City of Tuskagee v. Sharpe, 292 Ala. 14, 288 So.2d 122 (1974); Potter v. C. C. Slaughter Cattle Co., 254 S.W. 775 (Tex. Com. App. 1923); C. C. Slaughter Cattle Co. v. Potter County, 235 S.W. 295 (Tex. Civ. App. 1921).6
Appellants attempt to avoid this authority by analogizing the position and powers of the Board to those of a municipal corporation. They cite Wheeling Gas Co. v. Wheeling, 8 W. Va. 320 (1875) as standing for the proposition that West Virginia permits cities to enter agreements granting the city an option to purchase property [292]*292from a private corporation and they argue that this is no different from the situation at hand. The Wheeling case, however, involved an express statutory grant of authority to the city to take an option to purchase private property.
Furthermore, a city holding an option to purchase property is in quite a different position than a city granting an option to purchase property. In the former situation the city is in no way bound to purchase the property. A succeeding city council will still be vested with the ability to decide whether it wishes to purchase the property, given the circumstances and a determination of the best interests of the public at that time. The terms of the latter agreement commit the city absolutely to sell the property to the optionee once he has decided to purchase it. Succeeding governing bodies are deprived of the discretion conferred upon them by statute to determine if the sale will benefit the public and are bound by the actions of a past body, taken perhaps when circumstances were different.7
In the case before us, the Board members generally serve staggered six year terms.8 Consequently, it is quite possible that at the time the developer exercises his option, a succeeding Board, composed of different members, would be less than unanimous in approving the sale of the property as required by statute.9 The effect of permitting the Board or the developer to enforce the option by agreement would be to force a succeeding Board to sell property contrary to statutory mandate and to preclude the Board from determining whether the terms of the agreement are beneficial to the public at the time of the sale.
[293]*293Other courts have held that it is beyond the power of the governing body of a municipality to tie the hands of future governing bodies in exercising the full jurisdiction of their office by depriving them of a discretion which public policy demands remain unimpaired. Whitworth College v. City of Brookhaven, 161 F. Supp. 775 (S.D. Miss. 1958), citing Tullos v. Town of Magee, 181 Miss. 288, 179 So. 557 (1938); Edwards Hotel & City Street Railroad Co. v. City of Jackson, 96 Miss. 547, 51 So. 802 (1910); Plant Food Co. v. City of Charlotte, 214 N.C. 518, 199 S.E. 712 (1938).
It is well established that a private trustee holding the power to sell and to lease property generally does not have the power to give an option to purchase, the purpose of the rule being to compel the trustee to exercise his judgment at the time of the sale and not at the time of making the option as to whether the sale is beneficial to the trust estate. Adler v. Adler, 216 Ga. 553, 118 S.E.2d 456 (1961); Moore v. Trainer, 252 Pa. 367, 97 A. 462 (1916); Tibbs v. Zirkle, 55 W. Va. 49, 46 S.E. 701 (1904). If such a duty is imposed upon municipalities and upon trustees in private transactions, we can see no reason why it should not be required of a public corporate body such as the Board acting as a trustee for the general public. Only an express statutory grant of authority can relieve the Board of this duty and we find none in the statute at hand.
For these reasons we hold that a Board of Park and Recreation Commissioners exceeds it statutory authority by giving a private or special interest exclusive, irrevocable rights to purchase in the future real property held for park and recreation purposes and such an option agreement is therefore void.
Appellants also contend that the lower court erred in finding that injunctive relief was not barred by laches, that appellee had standing to sue and that the actions of the City were not completed and therefore enjoinable. We find no error in the lower court’s ruling on these matters and affirm. We deny appellant’s motion to dis[294]*294miss the cross-appeal for failure to comply with the rules of this Court, there being no prejudicial irregularity.
Appellants’ final contention is that the lower court erred in declaring void the conveyance to the Board by Ordinance 1166 of the City’s reversionary interest. While we note that the circuit court may have erred in finding the use restriction gave rise to a possibility of reverter and a right of re-entry on the part of the City, we do not agree that the lower court erred in holding the City’s conveyance of its reversionary interest void.10 As has [295]*295already been noted, the Board may acquire and hold property only for park purposes. In addition, the City may convey property to the Board only for such purposes.11 Regardless of what interests in the park property the city attempted to convey on September 9, 1976 by Ordinance 1166, it is clear that the purpose of the conveyance was not to vest the Board with a property interest to be used for park purposes, but rather to aid the Board in transferring in fee simple to a private interest, property already declared by the Board to be unfit for park purposes. Since the purpose of conveying the rever-sionary interest was beyond the statutory authority vested in either the City or the Board, the conveyance is void.
II.
In his cross-appeal, appellee Rogers asserts that the trial court was in error in finding that the Board was probably empowered to sell property without a public auction. W. Va. Code § 8-12-18(b) provides that sales of property by a municipality must be at public auction with adequate notice to the public.12 The statute authorizing the Board to sell or convey property is silent as to the manner of sale. Appellee argues that the Board, as an adjunct of the City is required to sell property in the same manner as a municipality. Appellant argues that the Board is an independent body authorized to sell property in its own right and is not subject to the restrictions on municipalities. It is necessary therefore to look at the relationship of the Board to the City to determine if the statutory requirement imposed on a [296]*296municipality to sell property at public auction applies to property sold by the Board.
The Legislature has granted local governing bodies the general power to establish and maintain public parks and recreational facilities.13 The Legislature has also granted the authority to the municipalities to create a Board of Parks and Recreation Commissioners in order that the municipalities can enhance their ability to provide parks.14 By delegating to the Board the municipal park function, the municipality provides a body that will turn its full attention to establishing, improving and maintaining parks and recreational facilities.
The law anticipates that the Board will be comprised of members with special concern and an interest in developing expertise in the development and management of parks. It is anticipated that this will result in a higher quality park system for the public, the people of the municipality. While the Board, as the appellants contend, is an independent corporate body, by statute the sole purpose for its creation and function is to fulfill a local government function for which the municipality is empowered, i.e. .. [t]o establish, construct, acquire, provide, equip, maintain, and operate recreational parks, playgrounds, and other recreational facilities for public use .. .”15
The Board of Parks and Recreation Commissioners could not exist in the absence of the local government which it complements. It is important to note that except for gifts and donations16 the Board’s financing is ultimately under the control of the governing body of the municipality. Although the Board may charge for the use of facilities under its control and may use these funds for the purpose of establishing, improving and [297]*297maintaining the park system,17 the Board has no power, independent of the municipality, to levy taxes or to issue revenue bonds for the operation or development of public parks under its control. These powers are ultimately left to the municipality and to its governing body which is directly accountable to the people of the corporation.18
Further indicia of the intimate relationship between the Board and the City include provisions that the Board may hold property in its own name or in the City’s name,19 that the City shall provide the Board with an office in the city building from which to operate,20 and that the city attorney shall be the official counsel for the Board.21
Finally, as we have already noted, the Board holds property in trust for the public and the municipality and it must use and dispose of that property for the benefit of the public and to the end of establishing, improving and maintaining the municipal park system. A city Board of Park and Recreation Commissioners is empowered to sell or convey real property acquired for municipal park and recreation purposes only upon a determination that such property is of no advantage in the establishment, construction, maintenance, development or improvement of the park system and only upon unanimous vote of the Board members.22
We conclude then that while the Board exists as an independent corporate body apart from the municipality, it can never escape the shadow of the City. The Board and the City stand in a symbiotic relationship, the Board being an instrument in aid of the municipality and acting in the City’s behalf. In view of the close relationship between the Board and the City, we cannot permit the Board to do that which the City cannot un[298]*298less such power is expressly given the Board by statute. The statute authorizing the Board to sell or convey real property is mute as to the manner of such sale or conveyance. In the absence of express statutory authorization the Board must dispose of property at public auction in the same manner as the City.23
The requirement of a public auction upon proper notice of municipal property insures that the governing body will not sell property to a private or special interest in derogation of its duty to act in the best interests of the public. Such a requirement seems properly imposed upon the Board, considering its relation to the City. Without such a requirement, a board or a city council composed of unscrupulous members could avoid statutory obligations to the public by effecting private transfers of public lands without notice or public sales. We do not imply that such was the case here, but the law must always concern itself with such possibilities. We merely recognize that one of the fundamental principles of representative self-government is accountability of public officials to the citizens in whose behalf they act. A mechanism for direct accountability is not provided by the statute authorizing the creation of the Board and the Board must therefore operate under strict restraints.
Consequently we hold that in the absence of express statutory authorization regarding the manner of sale, a city Board of Park and Recreation Commissioners, a public corporation, walks in the shadow of the City and any sale or conveyance of such property to a private or special interest must be accomplished by means of a public auction held upon proper notice as provided in W. Va. Code § 8-12-18(b).
[299]*299Another issue appellee raises in his cross-appeal is whether the sale price specified in the option agreement is grossly inadequate. The present record contains insufficient evidence to enable us to make a determination on this point. If, however, the Board follows the proper procedure for selling real property as outlined above, the public auction upon proper notice to the public should result in a fair and adequate price for the land and should render the question moot.
Finally, we note that appellee in his reply brief alleges that the appellant City has since sold by quit-claim deed at public auction its reversionary interest. While the record does not support his contention since this case was pending appeal at the time of the alleged sale, we would observe that if this allegation is true, such a sale would fail.
The purpose behind the public auction requirement is to insure that all prospective purchasers of the property stand an equal footing one to the other and to maximize the purchase price of the property for the benefit of the City by awarding the property to the responsible bidder offering the most advantageous price.24 A public auction also permits a prospective purchaser to visualize the uses to which the property may be put and to bid accordingly. Here the City and the Board have so maneuvered and manipulated their interests in the property that at the time of the alleged auction a cloud existed upon the title to the property. The Board’s authority to give a valid option to a private interest was in litigation. Certainly the City could anticipate that this state of affairs would have a chilling effect on any bidding at public auction. As a consequence the underlying purpose of the public auction would be defeated.
For the reasons stated above, we affirm the holding of the circuit court that the execution of the option agree[300]*300ment by the Board of Park and Recreation Commissioners was beyond its statutory authority and therefore void, and we reverse the lower court’s finding that the Board need not sell property at public auction. Remanded for further proceedings in accordance with this opinion.
Affirmed in part; reversed in part.