Hill v. Mut. Reserve Fund Life Ass'n

• Decision Date: 04 June 1901
• Citation: 39 S.E. 56,128 N.C. 463
• Parties: HILL. v. MUTUAL RESERVE FUND LIFE ASS'N.
• Court: North Carolina Supreme Court

39 S.E. 56

128 N.C. 463

HILL.

v.MUTUAL RESERVE FUND LIFE ASS'N.

Supreme Court of North Carolina.

June 4, 1901.

MUTUAL BENEFIT ASSOCIATIONS—VESTED RIGHTS—APPROVAL—RESOLUTION —PROXY—ESTOPPEL.

Where a member of a mutual benefit association sent his proxy to a meeting of the association held in another state, it will be presumed, in the absence of evidence to the contrary, that such proxy was intended for the ordinary purposes of meetings; and hence a resolution passed thereat, depriving the member of vested rights under his insurance contract, will not be binding on him by reason of his proxy.

Montgomery, J., dissenting.

On rehearing. Dismissed.

For former opinion, see 36 S. E. 1023.

W. W. Clark, for plaintiff.

Hinsdale & Lawrence, Shepherd & Shepherd, and Sewell Tyng, for defendant.

DOUGLAS, J. For the reasons stated in Strauss v. Association (at this term) 39 S. E. 55, the defendant's petition to rehear is denied. In this case it appears that the plaintiff was present by proxy at the meeting of the defendant association at which the objectionable resolution was passed. We said in our former opinion in this case (126 N. C. 977, 36 S. E. 1023): "It is quite common for members of an association to send their proxies by request to the secretary or president, in order to permit a meeting to be held; but we cannot suppose that by any such formal act they intend to waive their vested rights, or to release the association from its contractual obligations." Judges cannot entirely devest themselves of the knowledge acquired as practicing attorneys, and those who have had experience in corporate management know that when a corporation is doing well, and no material changes are contemplated in its business, but few of the individual stockholders take any active part in its management, or even in the election of its officers. Frequently there would be no quorum, even, at its annual meetings, if it were not for the proxies of absent stockholders. This is especially true where there are a large proportion of nonresident stockholders. The secretary usually incloses a blank proxy in his notice of the meeting sent to each stockholder, which the stockholder, if he does not intend personally to attend the meeting, usually signs in blank, and returns to the secretary, or other officer, from whom he received it. In this way the officers of a corporation usually control its meetings. Even those stockholders that attend are generally willing to let well enough alone. The...