Hermione Lodge 16, Knights of Pythias, of Decatur, v. Grand Lodge, Knights of Pythias of Ala.

• Decision Date: 21 November 1946
• Docket Number: 8 Div. 351.
• Citation: 28 So.2d 166,248 Ala. 473
• Parties: HERMIONE LODGE NO. 16, KNIGHTS OF PYTHIAS, OF DECATUR, et al. v. GRAND LODGE, KNIGHTS OF PYTHIAS OF ALABAMA.
• Court: Alabama Supreme Court

28 So.2d 166

248 Ala. 473

HERMIONE LODGE NO. 16, KNIGHTS OF PYTHIAS, OF DECATUR, et al. v. GRAND LODGE, KNIGHTS OF PYTHIAS OF ALABAMA.

8 Div. 351.

Supreme Court of Alabama

November 21, 1946

Rehearing Denied Dec. 19, 1946.

S A. Lynne, of Decatur, for appellants.

Ben F. Ray and Graham Perdue, both of Birmingham for appellee.

GARDNER, Chief Justice.

The appeal is from a decree overruling demurrer to the cross-bill filed by the Grand Lodge, Knights of Pythias, of the Grand Domain of Alabama, a body corporate, and a party defendant to the bill filed by a subordinate lodge known as Hermione Lodge No. 16, Knights of Pythias, of Decatur, Alabama, a body corporate, and others, members of said subordinate lodge suing in behalf of themselves and all other members of said lodge.

In the original bill it was disclosed that Hermione Lodge No. 16 was incorporated in March, 1897, under the general laws of Alabama authorizing the formation of benevolent societies that there was no capital stock and at no time was it a business corporation, but was in the nature of a eleemosynary corporation for the benefit of its members. Its sessions were secret and ritualistic. The Lodge continued to hold meetings and carry on the operations of its organization until July 17, 1933, at which time the members failed to attend, a quorum was unobtainable, and from that date on it has not carried on the objects for which it was organized. Quite a few members are named in the bill, but it is shown that they are very numerous, many nonresidents whose addresses are unknown, and cannot, without great inconvenience and an oppressive delay, be brought before the court. It further appears that the Hermione Lodge No. 16, owned property derived from the dues and contributions made by the members; that it owned chairs and other furniture used in ritualistic work, and was, also, the owner of cash now held by one Clyde Hendrix, as Trustee of said corporation, who was also Trustee of stock in the First Federal Savings and Loan Association of Decatur, Alabama, and a note given to it by the Decatur Realty Company, also, a mortgage executed to the Lodge by a Mrs. Timberlake; the aggregate value of said property being in the neighborhood of $2400. Defendant Bailey is sued in his capacity as Master of Finance and Keeper of the Record and Seal, having in his possession the records of the corporation.

The bill is filed upon the theory that the corporation having become defunct in 1933, all of its remaining assets belonged to those who were members of the corporation at the time of its dissolution, and that these assets should be divided among such members. Mobile Temperance Hall Ass'n v. Holmes, 189 Ala. 271, 65 So. 1020.

The original bill further alleges that the defendant Grand Lodge, Knights of Pythias, of the Grand Domain of Alabama, is making claim of the Hermione Lodge No. 16 that all the monies and properties of every kind belonging to it should be turned over to the proper officers of the Grand Lodge. Said defendant is called upon to propound its claim and specifically the basis therefor.

The bill was duly answered by the Grand Lodge, Knights of Pythias, of the Grand Domain of Alabama, and its answer asked to be taken also as a cross-bill, setting-up its claim to the assets of the subordinate lodge and asking affirmative relief in relation thereto.

We will attempt to summarize, as best we may, the essential averments of the cross-bill, omitting unnecessary details. This summary is as follows: The Supreme Lodge, Knights of Pythias, is a secret fraternal organization incorporated by an Act of Congress 16 Stat. 101, in August, 1870, with power to alter and amend its constitution and by-laws at will, to prescribe modes of initiation and the like for the working of said Order, with the further provision that no Grand or subordinate lodge purporting to the Knights of Pythias should have legal standing unless chartered by or through the regular elected officers of the Supreme Lodge. Pursuant to said legislative authority the Supreme Lodge adopted a constitution wherein it is declared that said Lodge shall be the source of all authority of the Order of Knights of Pythias, and that the structure of the Order should consist of the Supreme Government, such Grand Lodges as possess charters, and that the Order of Knights of Pythias should be composed of persons upon whom any rank of the Order shall have been legally conferred. The Act incorporating the Supreme Lodge was amended by an Act of Congress approved in June, 1894, 28 Stat. 96, making provision for said corporation to hold real and personal property not exceeding in value $100,000. It is significant that this amendatory Act also contained the further provision that such property should not be divided among the members of the corporation, but should descend to their successors for the promotion of fraternal and benevolent features of said corporation, and that the corporation should not engage in any business for gain, its purpose being purely fraternal and benevolent. So much, therefore, for the inception of the Supreme Lodge.

The defendant Grand Lodge was organized in Alabama on April 19, 1873, under the authority of the Supreme Lodge by virtue of a legally issued charter, which charter empowered the Grand Lodge to organize subordinate lodges in its own jurisdiction in conformity with the laws established by the Supreme Lodge, and to govern said subordinate lodges in accordance with the intent and meaning of the laws promulgated by the Supreme Lodge. The Grand Lodge in accordance with its solemn promise to that effect has operated continually under said charter down to the present time, and paid allegiance to the Supreme Lodge, recognizing and observing its constitution and laws.

In accordance with the authority granted it in its charter, the Grand Lodge in 1876 organized the subordinate Hermione Lodge in Decatur, Alabama, and caused a charter to be issued to it of said date. This charter specifically stated that the Hermione Lodge was authorized to make rules, regulations and by-laws for its government and support in conformity with the laws of the Grand Lodge and of the Supreme Lodge, Knights of Pythias, and that the officers and members of said Hermione Lodge No. 16 would pledge themselves to act at all times in obedience to the enactments of said Grand Lodge and in accordance with the laws and regulations of the Order, in default of which its authority may be revoked, suspended or taken away at the pleasure of the Grand Lodge.

The statutes of the Supreme Lodge make provision for the government of Grand and subordinate lodges. The most pertinent provisions are as follows: (1) The funds of the Grand Lodge shall be disposed of and applied within the discretion of the Grand Lodge, except that such funds shall not be used for any purpose inconsistent with the laws, principles and purposes of the Order, and shall not be partitioned or divided among the members of the Grand Lodge. In the event the Grand Lodge for any cause should cease to exist its funds shall revert to the Supreme Lodge. (2) Whenever a lodge becomes defunct the membership cards of the members of such lodge immediately revert to and become the property of the Grand Lodge, and shall be delivered to the Grand Lodge, together with the books and other property belonging to the defunct lodge. (3) The funds of a subordinate lodge shall not be used for any purpose inconsistent with the laws, principles and purposes of the Order, and shall not be partitioned or divided among the members of the lodge, and that in case the lodge for any cause should cease to exist its funds shall become the property of the Grand Lodge within whose domain it is located. (4) That the Grand Lodges in the various States shall enact laws for the government of subordinate lodges in their respective domains not inconsistent with the Supreme Order.

The cross-bill further discloses that the Grand Lodge was incorporated by an Act of the Legislature of Alabama approved April 21, 1896, Acts 1896-97, p. 5, and it is provided therein that said corporation shall have a constitution and by-laws as may to it seem proper for its own government and that of its subordinate lodges, and the power to amend the same at pleasure, provided, however, that such constitution, laws and amendments do not conflict with the laws of this State or of the United States. The Act further provided for the membership, officers and committees of subordinate lodges as may be necessary to carry into effect the purpose of the organization; that the corporation may own and hold property, real and personal, whether acquired by lease, purchase, donation, bequest or devise, or held in its own or in the name of its subordinate lodges. The Act contains the further pertinent provision: That any of said property so acquired shall not be divided among the members of the corporation but shall be held and used, and descend to their successors for the promotion of the objects and purposes of the corporation.

For the government of the subordinate lodges it is provided in the statutes of the Grand Lodge that the receipts from fees and dues, and the implements thereof shall constitute a Trust Fund for the carrying out of the fraternal and benevolent features of the Order; that the funds of the lodge shall not be subject to partition among the members thereof, and in case the lodge shall for any cause cease to exist said funds shall revert to the Grand Lodge. It is further provided that any donation or bequest shall be applied as the donor may direct, provided such direction is in conformity with the principles of the Order, but that should the donation or bequest be made without direction the same shall be carried to the...