Dallas Athletic Club Protective Committee v. Dallas Athletic Club, 11445

• Decision Date: 26 October 1966
• Docket Number: No. 11445,11445
• Citation: 407 S.W.2d 849
• Parties: DALLAS ATHLETIC CLUB PROTECTIVE COMMITTEE et al., Appellants, v. DALLAS ATHLETIC CLUB, Appellee. . Austin
• Court: Texas Court of Appeals

Page 849

407 S.W.2d 849

DALLAS ATHLETIC CLUB PROTECTIVE COMMITTEE et al., Appellants, v. DALLAS ATHLETIC CLUB, Appellee.

No. 11445.

Court of Civil Appeals of Texas.

Austin.

Oct. 26, 1966.

Rehearing Denied Nov. 16, 1966.

Andress, Woodgate, Richards & Condos, Wm. Andress, Jr., Dallas, for appellants.

Strasburger, Price, Kelton, Miller & Martin, Royal H. Brin, Jr., Dallas, for appellee.

ARCHER, Chief Justice.

This is a summary judgment case, where both parties moved for summary judgment on the pleadings, admissions, and interrogatories. There are no affidavits or depositions.

The suit had for its purpose allegedly to stop diversion of certain funds and actions in violation of the By-Laws, by the board members.

The Club has approximately 2600 members and owns and operates a Country Club, and owns 90% Of the capital stock of a large office building, with assets in excess of Two and a half million dollars.

The Club operates under By-Laws, with a Board of 15 directors, 1/3 elected annually.

Originally, complaint was made as to the use of a property improvement fund but this fund has been abolished and is no longer at issue in the case.

The motions for summary judgment were heard and considered, and the motion of appellants was overruled and that of appellee sustained, and from this judgment this appeal was taken.

We believe that the trial court was justified in denying appellants the relief sought and correctly granted appellee a summary judgment.

The record herein is long but we have carefully considered it, and an intervention in the internal affairs of this association is not warranted.

The individual appellants, (three in number) do not have property rights such as to give them a litigable interest in the matters involved herein.

The election of directors in March 1965 was in substantial compliance with the By-Laws, and does not require intervention by the courts.

The Dallas Athletic Club is a voluntary association for athletic, health and social purposes, organized as a non-profit corporation.

Gaines v. Farmer, 55 Tex.Civ.App. 601, 119 S.W. 874, error dism., w.o.j., which even appellants recognize to be a leading case in this field, states:

'We think it is a well-established rule of law that the civil courts will not interfere with the internal operations of such associations of private individuals, or assume to review their failure to conduct their business affairs according to the laws and rules of the order, except for the purpose of protecting some civil or property right of the party complaining.'

This principle continues to be followed by our courts down through the latest cases, such as Guadalupe Valley Electric Cooperative, Inc . v. South Texas Chamber of Commerce, Tex.Civ.App., 374 S.W.2d 329 (1963), dealing with a non-profit corporation financed by membership dues and private subscription and holding applicable to it the language of Brotherhood of Railroad Trainmen v. Price, Tex.Civ.App., 108 S.W.2d 239, that:

'Courts are not disposed to interfere with the internal management of a voluntary association. The right of such an organization to interpret its own organic agreements, its laws and regulations, after they are made and adopted, is not inferior to its right to make and adopt them, and a member, by becoming such, subjects himself, within legal limits, to his organization's power to administer, as well as to its power to make, its rules.'

In Hoey v. San Antonio Real Estate Board, Tex.Civ.App., 297 S.W.2d 214, opinion by Justice Pope, now on the Supreme Court, the Court in dealing with an incorporated voluntary association, declared:

'We are here dealing with a voluntary association, not an act of the Legislature. The applicable rule is stated in Brotherhood of Railroad Trainmen v. Price, Tex.Civ.App., 108 S.W.2d 239, 241, which states:

'* * * To say that the courts may exercise the power of interpretation and administration reserved to the governing bodies of...