Mcfadden v. Murphy

• Decision Date: 18 June 1889
• Citation: 149 Mass. 341,21 N.E. 868
• Parties: MCFADDEN et al. v. MURPHY et al.
• Court: United States State Supreme Judicial Court of Massachusetts Supreme Court

149 Mass. 341

21 N.E. 868

MCFADDEN et al. v. MURPHY et al.

Supreme Judicial Court of Massachusetts, Bristol.

June 18, 1889

COUNSEL

Morton & Jennings, for appellants.

T.M Stetson, J.W. Cummings, and H.K. Braley, for appellees.

OPINION

W ALLEN, J.

Plaintiffs are the officers of a voluntary association, and bring this bill in behalf of themselves and all the other members of the association. The defendants are sued as officers of another similar association, and as representing all its members. The members of the societies are numerous, and the objection that they are not all made parties has not been pressed, and it is found that they are all represented.

The plaintiffs claim that they and those they represent constitute an association which was formed in the year 1872 under the name of "Division No. 1, Ancient Order of Hibernians, Bristol County, Mass." One answer of the defendants is that the association became incorporated under St.1874, c. 102, and was thus dissolved as a voluntary association. That act incorporated three individuals named, and their associates, under the name of the "Ancient Order of Hibernians in Fall River," for the purpose of providing and maintaining a building in Fall River for the use of said order, and any other lawful purpose. The purpose of the association was to raise a fund to maintain sick and infirm members. So far as the corporation had any connection with the association, it was in aid of and not a substitute for it; and the merger of the association in it, or the extinction of the association by it, would defeat the very object of its creation. The funds of the corporation could be devoted only to a building, and not to the support of its members or others. It is obvious that the association, as a body, had no authority to accept the charter, and organize a corporation under it, or to merge itself in a corporation organized under it. Such action would be in violation of its constitution, and of the rights of its members, and not warranted by the act of incorporation. It is found that, although it voted to accept the charter, and in some respects assumed to be a corporation, yet it did, in fact, continue to act as a voluntary association under its constitution, and not as a corporation under the charter. It was not dissolved by the act of incorporation, or by any action of the association itself or of its members in reference to the act.

In the year 1885 a division arose among the members of the association, and two distinct organizations have since then been maintained, which are represented respectively by the plaintiffs and the defendants, and each of which claims to be the original association. The association was a division in a national society which included national, state, county, and divisional organizations; and members of the divisions were members of the national society. The constitution was prescribed, and could be changed only by the national organization. In the year 1885 a new national society was formed in opposition to the old one, and adopted an organization and constitution similar in its main features to, but differing in material respects from, the old one. A large majority of the members of the division favored the new society, and adopted its constitution, and carried on an organization as a division under it, which is the one that the defendants represent. They attempted, against the opposition of the minority, to carry the association, as an organized body, from the old society and constitution to the new. It is plain that they had no authority to do this. The constitution was the compact which gave rights to individual members, and was the source and limit of the power of the association over its members. The majority could not, by vote, annul or change it. Any vote imposing upon the minority new obligations as a condition of membership, or changing the rights given to members by the constitution, or transferring their membership from the old national society to the new one, would be merely void. The new division could be organized only by individuals becoming members of it according to the new constitution; and, when they became members of it, they joined a different association from the old division, even though they carried with them its property, and adopted its officers and organization. Whether they could or could not be members of both at the same time they could not, by becoming members of the new one, make that identical with...