Opinion, per JOHNSON, J, claim upon the stock. The certificate bore upon its face the statement that the stock was transferable only upon the surrender of the certificate duly signed, and it is true that the court of appeals found that it was not established by the preponderance of the evidence that Mr. Russell knew that his stock had been transferred to Mr. Colburn. But we think it is clear that the court of appeals was fully justified in finding that the plaintiff's right of action was barred by laches and that the equities of the case are with the defendant. Mere ignorance in the absence of a reasonable diligence will not excuse the remarkable and absolutely unexplained delay here admitted. Silence and failure to assert one's right for almost half a century, until all persons who were connected with the transactions in question and who would naturally be able to explain and defend the conduct of the bank have passed away, and until after the records have been lost, would seem to constitute a set of circumstances of impelling force upon a court of equity to enforce the doctrine of laches. Plaintiff has not by his pleadings, or by any evidence, offered any explanation of the great delay in asserting the rights claimed. Where delay exceeds the time fixed for suit at law by an analogous statute of limitations, the burden is on the plaintiff to explain the delay and to show that it would be inequitable to enforce the doctrine of laches. Horton v. Stegmyer, 175 Fed. Rep., 756, and Wilson v. Plutus Mining Co., 174 Fed. Rep., Opinion, per JOHNSON, J. In the 4th Edition of Pomeroy's Equity Jurisprudence, page 3449, Section 1457, it is said: "The party who appeals to the conscience of the chancellor in support of a claim, when there has been laches in prosecuting it, or long acquiescence in the assertion of adverse rights, should set forth in his bill, specifically, what were the impediments to an earlier prosecution of his claim, how he came to be so long ignorant of his rights, and the means used by the respondents to fraudulently keep him in ignorance; and how and when he first came to a knowledge of the matters alleged in his bill; otherwise the chancellor must refuse to consider his case, on his own showing, without inquiring whether there is a demurrer or formal plea of the statute of limitations contained in the answer." In the notes it is said: "This paragraph of the text is cited in Boyd v. Northern Pac. R. Co., 170 Fed. 779; State v. Warner Valley Stock Co., 56 Or. 283, 106 Pac. 780, 180 Pac. 861; Ruckman v. Cox, 63 W. Va., 74, 59 S. E. 760." We regard this as an important feature of the case. In such a case it is not that a party has waived his right, or that he has estopped himself, but that he does not present such a case as will call forth the chancery powers of the court. The terms "estoppel," "waiver" and "laches" are sometimes inaccurately treated as interchangeable. A waiver is an intentional relinquishment, either expressly or constructively, of a known right. An estoppel arises when one is concerned in or does an Opinion, per JOHNSON, J. act which in equity will preclude him from averring anything to the contrary, as where another has been innocently misled into some injurious change of position. Laches is not an affirmative, but a negative thing. It is neglect to assert a right under such circumstances and for such a length of time, as, when not induced by fraud, or otherwise shown to be justified, will lead a court of equity to refuse its aid. In the view we have thus taken of the case, it is not necessary to examine the other questions suggested. Judgment of the court of appeals will be affirmed. Judgment affirmed. WANAMAKER, ROBINSON, JONES and MATTHIAS, JJ., concur. HOUGH, J., dissents. MARSHALL, C. J., was not present and took no part in the consideration or decision of the case. Opinion, per MARSHALL, C. J. PALMER ET AL. v. OILER, EXRX., ET AL. Wills-Trust estates-Designation of beneficiaries sufficient, when -Implied authority of trustee Charitable gifts. 1. A last will contained the following residuary clause, to-wit: "The residue of my estate I give to The Cleveland Trust Company to be devoted to the needy & poor women." Held: To be a valid testamentary charitable gift. 2. It is not necessary that the beneficiaries be limited to any particular locality. 3. In the absence of express power of selection being given to the testamentary trustee, such authority will be implied. (No. 16603-Decided April 19, 1921.) ERROR to the Court of Appeals of Cuyahoga county. The facts are stated in the opinion. Mr. G. C. Hafley, for plaintiffs in error. Mr. Jacob H. Schoen, for Minnie Oiler, Exrx. Mr. R. T. Sawyer and Mr. G. M. Cummings, for The Cleveland Trust Company. MARSHALL, C. J. This is an action brought by the heirs at law of Adelcia Bitzer, deceased, to construe her last will, and more especially the residuary clause in said will, which reads as follows: "The residue of my estate I give to The Cleveland Trust Company to be devoted to the needy & poor women." Two of the heirs who bring the suit were given a specific legacy of one dollar each, and the other plaintiff was given a legacy of fifty dollars. Opinion, per MARSHALL, C. J. It is contended that this residuary clause is invalid, because the beneficiaries are too indefinite, not limited to any locality, no definite class designated from which individuals can be selected, no way provided for their selection; and that the bank is not expressly clothed with discretionary power. This residuary clause creates a charitable trust. It conforms to the accepted definitions of charitable trusts found in the adjudicated cases. The supreme court of the United States, in the case of Ould v. Washington Hospital for Foundlings, 95 U. S., 303, at page 311, defines a charitable gift as follows: 'Whatever is given for the love of God, or the love of your neighbor, in the catholic and universal sense, given from these motives and to these ends, free from the stain or taint of every consideration that is personal, private, or selfish.'" The statute of 43d Elizabeth (7 English Statutes at Large, 43) is equally broad in its scope. This residuary clause must be, therefore, construed according to the principles for the construction of charitable trusts. It is unquestioned that the statute of 43d Elizabeth is not in force in Ohio. Under and by virtue of that statute, in England, the utmost liberality was exercised in the establishment and in the administration of charitable trusts. And it is claimed by counsel for plaintiffs in this case that inasmuch as that statute cannot be invoked there is not sufficient liberality of construction of charitable trusts in Ohio to permit the residuary clause above quoted to be considered enforceable. It was very early decided in Ohio, in the case of Landis & Vaniman, Exrs. of Urmey, v. Wooden et |