212 Mass. 219 (1912), Council of Jewish Women v. Boston Section, Council of Jewish Women
|Citation:||212 Mass. 219, 98 N.E. 862|
|Opinion Judge:||SHELDON, J.|
|Party Name:||COUNCIL OF JEWISH WOMEN et al. v. BOSTON SECTION, COUNCIL OF JEWISH WOMEN, et al.|
|Attorney:||[98 N.E. 862] Edward F. McClennen, of Boston, for appellants. Lee M. Friedman and Philip Rubenstein, both of Boston, for appellees.|
|Case Date:||May 27, 1912|
|Court:||Supreme Judicial Court of Massachusetts|
The bill as amended is brought only by a New York corporation in its own right. Accordingly the case must be considered as if the action of the defendant corporation now complained of had been taken with unanimous consent of all its members and with the observance of all due formalities. Of such merely corporate action, affecting only the conduct of the corporation within the scope of its chartered powers, other parties cannot complain on the ground of irregularities or other formal defects. Beecher v. Marquette Rolling Mill, 45 Mich. 103, 7 N.W. 695; St. Louis Bank v. Grenada Bank, 83 Miss. 610, 35 So. 569; Central Trust Co. v. Condon, 67 F. 84, 104, 14 C. C. A. 314. This leaves no ground for the maintenance of the bill.
The defendant is a Massachusetts corporation, deriving its franchises and privileges from the laws of this commonwealth and under obligation to conform to those laws. It has not been incorporated also under the laws of any other state. See Attorney General v. New York, New Haven & Hartford Railroad, 198 Mass. 413, 417, 84 N.E. 737. It has no rights and is subject to no liabilities under the laws of any other state. It could not make itself permanently subordinate to any other authority. Hill v. Rauhan Aarre, 200 Mass. 438, 86 N.E. 924; Saltman v. Nesson, 201 Mass. 534, 541, 88 N.E. 3; Thomas v. Railroad Co., 101 U.S. 71, 25 L.Ed. 950, quoted in Davis v. Old Colony Railroad, 131 Mass. 258, 269, 41 Am. Rep. 221; District Grand Lodge v. Jedidjah Lodge, 65 Md. 236, 3 A. 104; Lamphere v. Grand Lodge of United Workmen, 47 Mich. 429, 11 N.W. 268.
If the defendant has gone beyond the scope of its corporate powers, the remedy must be found in action to be taken by the public authorities or by the individual members of the corporation according to the nature of the case. Any rights of the plaintiff against the defendant are of a contractual nature, and spring out of a voluntary relation, [98 N.E. 863] which can be altered or annulled at the will of either party...
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