Black v. Glass
Decision Date | 08 July 1983 |
Citation | 438 So.2d 1359 |
Parties | James BLACK, Jim Blan, Jesse Gilliam, Joseph Machen and Mabel Rooney, individually and as representatives of all members of the Gulf Fishing and Boating Club, Inc. v. Mrs. Russell GLASS, et al. GULF FISHING AND BOATING CLUB, INC. v. Mrs. Russell GLASS, et al. Rosemary BENDER v. GULF FISHING AND BOATING CLUB, INC. June Marie DRAGO, et al. v. GULF FISHING AND BOATING CLUB, INC. 81-976, 81-977, 81-1004 and 81-1007. |
Court | Alabama Supreme Court |
Robert E. Gibney of Kilborn & Gibney, Mobile, for appellants/cross appellees.
James E. Moore, George A. Tonsmeire, Jr., Vincent A. Noletto, Joseph O. Kulakowski, and John A. Courtney, Jerry A. McDowell of Hand, Arendall, Bedsole, Greaves & Johnston, Mobile, for appellee/cross appellant Mrs. Rosemary Bender.
At issue in these cross appeals is division of the proceeds from sale of the corporate assets of a dissolved private club. The trial court allocated 65% of the proceeds to the so-called active members and 35% to the inactive members. Both groups appealed. The inactive members (also referred to herein as defendants or appellees) seek a pro rata distribution of the proceeds; the active members (plaintiffs-appellants) claim that the trial court should have distributed the proceeds to them alone. In addition, the case of one club member, Mrs. Rosemary Bender, has been treated separately throughout the proceedings and is discussed separately below. We affirm in part, reverse in part, and remand.
These proceedings began in August 1980 when the Gulf Fishing and Boating Club, Inc. (Club), filed a petition in Mobile Circuit Court (1) to invoke the trial court's authority to supervise and approve the Club's voluntary dissolution under the applicable provision, Code of 1975, § 10-3-165(3), of the Alabama Non-Profit Corporation Act and (2) seeking a declaratory judgment regarding the validity of the inactive members' claim to share in the distribution of the corporate assets, the Club's position being that only the active members were entitled to make that claim. The first aspect of the petition was uncontested and dissolution proceedings took place. After further hearings the trial court on May 21, 1982, issued a decree which provides in part as follows:
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