People ex rel. Stewart v. Young Men's Father Matthew T.A.B. Soc.

• Decision Date: 04 June 1879
• Citation: 1 N.W. 931,41 Mich. 67
• Court: Michigan Supreme Court
• Parties: PEOPLE ex rel. PATRICK STEWART, v. Y.M.F.M.T.A.B. SOCIETY.

1 N.W. 931

41 Mich. 67

PEOPLE ex rel. PATRICK STEWART, v. Y.M.F.M.T.A.B. SOCIETY.

Supreme Court of Michigan

June 4, 1879

1 L.1867, 21, amending the act of 1865, extending the provisions for the creation of corporations for literary and scientific purposes to those for missionary and benevolent purposes, is unconstitutional, being in conflict with art. 4 � 20. Defendant was incorporated under the act of 1865 as a corporation in a certain sense for literary purposes. Subsequently the by-laws were amended, providing for the appointment of a spiritual director by the Roman Catholic bishop of the diocese of Detroit, prescribing Irish birth or parentage and being a Roman Catholic as qualifications for membership, masses for deceased members, etc. Held, that such amendments of the by-laws, and action under them, were illegal usurpations and violations of corporate duty, and to the extent the franchises were so illegally usurped, judgment of ouster should be granted.

CAMPBELL, C.J.

The information in this case was filed by the attorney general for an alleged abuse of corporate franchises, in imposing under certain amended rules and by-laws, conditions which subjected the interests of the society to the control, in certain respects, of a spiritual director appointed by the Roman Catholic bishop of Detroit, confined membership to Roman Catholics, and introduced some other analogous regulations.

The plea admits the amendments, and claims that all the members were Roman Catholics but relator, and sets up certain reasons why they ought not to be considered unreasonable, and avers that relator, by resolution, has been exempted from the penalties of the by-laws.

It is plain, however, that all corporation by-laws must stand on their own validity, and not on any dispensation granted to members. They cannot be subjected to any conditions which do not apply to all alike, and cannot be compelled to receive as matter of grace anything which is matter of right. Neither on the other hand, should there be personal exemptions of a general nature from any valid regulations that bind the mass of corporators.

To understand the legal position of the controversy it is necessary to examine the statutes and the articles of agreement.

In 1865 a law was passed entitled "An act to authorize the formation of corporations for literary and scientific purposes." The third section, in prescribing what should be set forth by each society in the articles, included--"Third, the objects for which it is organized, which shall be only for the promotion of literary and scientific pursuits." Laws 1865, pp. 725-6. The second section, in giving general directions for the agreement, contained a similar reference to its purposes.

In 1867 an act was passed to amend section 2 of the act of 1865, "so as to include missionary and other benevolent purposes." 1 Laws 1867, 21. This amendment made that section read as follows: "Section 2. Any number of persons, not less than ten, who shall, by article of agreement in writing, associate themselves together according to the provisions of this act for literary or scientific purposes, or both, or for missionary or other benevolent purposes, and who shall comply with the provisions of this act, shall with their successors and assigns constitute a body politic and corporate, in fact and in name, under any name assumed by them in the articles of agreement: Provided, that no two societies shall assume the same name."

This association was organized under these statutes on the twelfth of March, 1868, under articles containing, in addition to the business clauses, some provisions indicating the purposes of the society, to which reference is necessary. Article 3 is as follows:

"The objects for which this corporation is organized are to encourage total abstinence from all intoxicating beverages, including cider, cordials, fermented and spirituous liquors of every kind, name and description; to provide relief in case of sickness or accident, and for the burial of deceased members, and to promote, foster and encourage literary pursuits of any kind among its members, including the cultivation of taste for music and scientific acquirements, and to which end a library shall be procured and maintained."

The fifth article declared that every person elected might be a member on paying the dues and taking the pledge therein recited of abstinence, if not under fifteen years of age, nor over forty-five, nor infected at the time of election with any disease likely to make such person a burden on the society.

By article 6 penalties and disabilities were provided for violating the pledge.

By article 7 it was provided as follows: "The members of said corporation shall, on the seventeenth day of March in each and every year, join in a public procession, in full regalia, with music, under penalty to be provided in said by-laws," etc.

The statute contains no provision for amendment of the original articles, and no changes in them have ever been made. In April, 1878, the by-laws were altered in the following particulars:

The by-law declaring when the ordinary officers should be chosen was amended by adding the following clause: "There shall be a spiritual director, who shall be appointed by the Roman Catholic bishop of Detroit, who shall have free access to all books and records of the association, and under whose advice all spiritual matters shall be conducted."

The by-law concerning the method of selecting members was amended by prefixing as a qualification that they must be "those who are Irish or of Irish parentage, who are Roman Catholics."

The eighth by-law was amended by requiring the committee visiting a very sick member "to exhort the patient to have recourse to the sacraments of the church, and to notify the spiritual...