Evans v. Philadelphia Club
| Decision Date | 01 January 1865 |
| Citation | 50 Pa. 107 |
| Court | Pennsylvania Supreme Court |
| Parties | Evans versus The Philadelphia Club. |
Private corporations are joint stock, or moneyed; or corporations other than these, such as literary, religious, charitable, scientific, social, and the like. The broadest distinction has always existed between these two. A joint stock corporation is defined to be "such a corporation as has for its object a dividend of profit among its stockholders:" Angell & Ames on Corp. § 556. And a member thereof by original subscription or conveyance cannot be refused the rights and privileges of a member, and cannot be disfranchised for any cause whatsoever "by a majority of the corporators, unless such power has been expressly conferred by the charter:" Id. § 113, 410, 411. All the cases cited by the authors on this subject are those of "moneyed corporations." See also Commonwealth v. Philanthropic Society, 5 Binn. 486; Binns's Case, 2 Id. 441.
In the cases of literary, philanthropic, or social corporations, it is of the very essence of their usefulness that they should "own property." But this common feature does not therefore confuse them with moneyed corporations.
The court below conceived that the prohibition to the defendants "to do any other act or acts in their corporate capacity than are herein expressed," absolutely excluded the power of expulsion.
In another part of its opinion, the court below quoted with approbation the following language of Mr. Willcock: "Offences against the corporation which tend to its destruction, such as defacing the charters, altering the corporate records so as to destroy the evidence of their title to privileges, or that of the title of his fellow-corporators to their franchises, are of course causes of disfranchisement," and added, "These observations relate to municipal corporations, but why are they not equally applicable to private corporations?"
And yet, upon the doctrine held below, if such corporations possess "any property," the interest of the member therein must prevent his disfranchisement, no matter what his conduct may have been. The effect of the affirmance of such a doctrine by this court upon the thousands of literary and philanthropic corporations which exist within this Commonwealth would be very serious.
A member under the by-laws may by resignation, voluntarily deprive himself of his interest in the property of the club. But if he cannot be deprived of it for any cause of misconduct, it must follow, and a fortiori, that he should not be deprived of it by the accident of his death; which, however desirable, would, to some extent, interfere with the end and purpose which this corporation designed for itself.
II. Apart from the question of moneyed interest, had the defendants any right to expel the relator?
It would seem to be reasonable to hold that the grant of corporate powers gave to the corporation the right to do all lawful things needful for its welfare — such right being variable according to the end and purpose for which the corporation was erected. From this it follows that the law will not deny to a corporation the right of disfranchisement when the exercise of that right is necessary to preserve the end and purpose for which the corporation was created.
It is believed that this proposition is supported by all the modern authorities. The court below based its decision upon the ruling in Bagg's Case, and the comments of Mr. Willcock upon it and on Sir Thomas Earle's Case, decided in 1691, and reported in Carthew, p. 173.
How far are these cases law at the present day? 1. Neither of them were cases of disfranchisement — both of them were cases of amotion from office, and therefore all that was said about disfranchisement was mere obiter dicta.
2. These cases have been overruled as to the exact point decided, and doubted as to the obiter dicta. See Lord Bruce's Case, decided in 1728, and reported in 2 Strange 19, and The King v. Richardson, 1 Burr. 517-538.
In the present case the court below considered, that the result of the English authorities was, that although they now admit the power of amotion, "they do not establish the point that corporations have any inherent power to disfranchise a private member." Yet Lord Mansfield seemed not so to consider it when he said in the case of The King v. Richardson: "There are three sorts of offences for which an officer or corporator may be discharged," or when he said: "The cause was insufficient, the offence not being any of the three kinds for which a corporator could be disfranchised."
But if any doubt exist as to the result of the English cases, there is none as to American authority. See 2 Comm. 297. Also Angell & Ames on Corporations 411; The Commonwealth ex rel. John Binns v. The St. Patrick Benevolent Society, 2 Binn. 441; The Commonwealth v. Philanthropic Society, 5 Id. 487; Fuller v. The Trustees of the Plainfield Academy, 6 Conn. 532; The People v. The Medical Society of the County of Erie, 24 Barb. 570; Barrow v. The Massachusetts Medical Society, 12 Cushing 402.
If these cases are law, they establish the proposition contended for, that the law gives to a corporation the right of disfranchisement when the exercise of that right is necessary to preserve the end and purpose for which the corporation was created.
III. Was the conduct of the relator such as to bring his case within their jurisdiction?
The defendants were incorporated as "The Philadelphia Association and Reading-Room, with power to establish by-laws for their government." Apart from such an express grant of power, the corporation possessed it at common law: 2 Kent 296; Angell & Ames, § 325. What by-laws they might lawfully enact, depended upon the nature of the corporation. The pleadings admit that in this case "its sole end and purpose was the promotion of social intercourse." The mind almost involuntarily suggests the nature of by-laws necessary to promote this end. The rules which govern the intercourse of several hundred members meeting daily within the walls of a single house, may be different in kind from those which govern the officers and crew of a ship, but in their way they require the same attention to discipline, and power to enforce obedience. The by-laws give to the board of direction (whose duty it is "to control and manage the property and effects, and enforce the preservation of order and obedience to its rules") a summary power of expulsion for violation of the by-laws prohibiting certain enumerated offences. The 65th by-law provides that "if the conduct of a member should be disorderly, or otherwise injurious to the interest of the club," he might be requested to resign, and in default thereof be expelled, &c.
The words "disorderly conduct" have a wide latitude, and that which would be proper at one time or place would be disorderly at another; and, when applied to a "Philadelphia Association and Reading Room," or to a club formed solely for social purposes, have a very suggestive and well-defined meaning.
The relator's conduct came within the third class of causes enumerated by Lord Mansfield and Chief Justice Tilghman — it was "an offence against his duty as a corporator, and against the law of the land:" 3 Inst. 177, 140, 4 Bl. Com. 125.
This court will not undertake to discriminate nicely as to the exact weight of the offence. The corporation considered one instance of disorderly conduct sufficient to justify disfranchisement, and having had the jurisdiction, and exercised it in the manner usual to corporation courts, it is submitted that this court will not reverse the proceedings merely because it might differ from the defendants as to their judgment. See Ex parte Amy Long, 29 Eng. Law and Eq. Rep. 194 (Q. B. 1855); The Queen v. Grant, 14 Q. B. 43; The Queen v. Rowland Evans, 3 E. & B. 367; The Queen v. Bolton, 1 Q. B. 66; The Black and White Smiths' Society v. Vandyke, 2 Whart. 309; The Commonwealth v. The Pike Beneficial Society, 8 W. & S. 247; Toram v. The Howard Beneficial Association, 4 Barr 519; The Commonwealth v. Green (the Presbyterian Church Case), 4 Whart. 599; German Reformed Church v. Seibert, 3 Barr 291; Taverner's Case, T. Raymond 447.
IV. Were the proceedings regular?
The relator contends that they were not, because
1. The notice of the said meeting to be held on the 1st day of June 1863, should have been served upon and given to the members of the said corporation in person or specifically, whereas it does not appear in the said return that such personal or specific notice was given to the said members.
2. There was no proper examination made or proofs given at the said meeting, held on the 1st day of June 1863, of any offence committed or act done by the said relator, by reason of which he was expelled from the said corporation.
3. There was no conviction had or found at the said meeting, held on the 1st day of June 1863, of any...
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