Diligent Fire Co. v. Commonwealth

• Decision Date: 11 May 1874
• Parties: Diligent Fire Company <I>versus</I> Commonwealth.
• Court: Pennsylvania Supreme Court

75 Pa. 291

Diligent Fire Company versus Commonwealth.

Supreme Court of Pennsylvania.

February 11, 1874.

May 11, 1874.

February 11th 1874.

Before AGNEW, C. J., MERCUR and GORDON, JJ. SHARSWOOD, J., at Nisi Prius

Error to the Court of Common Pleas of Philadelphia: No. 120, to July Term 1872.

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E. C. Mitchell, for plaintiffs in error.—The relator was neither an active member nor honorary member, to which the charter limits membership. The by-law which allowed the election of contributing members was in direct contravention of the charter, and therefore null: Angell and Ames on Corp., sect. 344-5; Commonwealth v. Gill, 3 Wharton 248; Phillips v. Allen, 5 Wright 482; Rex v. Mayor of Weymouth, 7 Mod. 373; Tucker v. Rex, 2 Bro. P. C. 304; King v. Bumstead, 2 Barn. & Ad. 699; Rex v. Ginever, 6 Term Rep. 732; Rex v. Cutbush, 4 Burr. 2204; St. Luke's Vestry v. P. Mathews, 4 Dessausure 584. The relator agreed to be bound by the by-laws; and a bad by-law may be a good contract: Angell and Ames on Corp., sect. 342; Stetson v. Kempton, 13 Mass. 282 P. T. Rainsford, for defendant in error.—The expulsion without notice and trial was unlawful and void: Commonwealth v. The Penna. Beneficial Society, 2 S. & R. 141. It is one of the inherent rights of a corporation to elect members: 1 Black. Comm. 475; Angell & Ames on Corp. 110, 114. Where the words are general, and a statute is only declaratory of the common law, it shall extend to others besides the persons or things named: Potter's Dwarris on Statutes 221; 2 Inst. 256. The by-law, though bad as such, would be good as a contract, and good as between the corporation and the members who assented to it: Angell & Ames on Corp. 110, 241, 292, 342; Chitty on Contracts 312, and authorities there cited; Marshall v. Queensborough, 1 Sim. & St. 520; Angell & Ames on Corp. 591. A corporation may regulate, in a reasonable manner, the exercise of a right in its internal affairs in the conduct of its members, or the mode by which a person is admitted to the exercise of a right, but it cannot take away a right: 2 Kyd on Corp. 107, 122; Philada. Saving Inst., 1 Wharton 468. A right in a corporation as a corporator may be obtained by contributing to its support in some mode usual in it: Angell & Ames on Corp. 114, 591; Cammemyer v. Ger. Luth. Ch., 2 Sand. 186; Hamilton Plank Road Co. v. Rice, 7 Barb. 157; Commonwealth v. Claghorn, 1 Harris 133. A corporation aggregate is no more than a mere private partnership: Story on Partnership 76, 81.

The opinion of the court was delivered, May 11th 1874, by MERCUR, J.

A corporation being a mere creature of the law possesses those powers only which are given to it by its charter, either expressly or impliedly, as necessary in strict furtherance of the objects of its creation. It can exercise no powers or authorities, except such as are conferred or authorized by its charter, or those necessarily incident to the powers and authorities thus granted, and, in estimation of law, part of the same: Wolf v. Goddard, 9 Watts 550. The plaintiff in error was incorporated under the Act of 1st April 1831, Pamph. Laws 316. The sixth section of the act declares, that the "corporation shall not consist of more than one hundred active members, * * * * * and also, that this corporation may bestow the privileges of honorary membership on such active members as they may think proper, and under such regulations as the by-laws may prescribe." Thus the charter limits the number of active members, and gives no authority to make any person an honorary member, unless he has previously been an active member. In subordination to this organic law, section third, article first of the by-laws declares "Honorary membership may be conferred upon such active members of five years' standing, who shall have paid all dues and fines, and attended a number of fires equivalent to one-half those occurring during their service and upon such others as shall pay twenty-five dollars for the privilege. Honorary members shall be entitled to all the rights and privileges of active members, * * * * * and shall have the privilege of resuming active membership with their original...