Messer v. Ancient Order of United Workmen
| Decision Date | 03 January 1902 |
| Citation | 62 N.E. 252,180 Mass. 321 |
| Parties | MESSER et al. v. ANCIENT ORDER OF UNITED WORKMEN et al. |
| Court | United States State Supreme Judicial Court of Massachusetts Supreme Court |
G. W. Anderson, for plaintiffs.
A. E Pillsbury and J. H. Butler, for defendants.
This is a bill in equity brought by members of the defendant corporation, a fraternal beneficiary association, to enjoin the corporation from collecting assessments from its members at different rates, according to the age of the members, for the purpose of paying death benefits, and also to enjoin the trustees of the corporation from paying moneys to the supreme lodge for use in paying death benefits of members of lodges in other states, belonging to the same order. It comes to this court by reservation on the bill and demurrer. The contention of the plaintiffs is that upon the averments of the bill the corporation had no legal right to collect assessments at any other than a fixed rate, the same for all members of the order, without reference to their age, and that the trustees have no right to make payments to the supreme lodge for the benefit of members of affiliated lodges in other states. The plaintiffs' bill contains this averment: 'The corporation adopted constitutions and general laws and by-laws, a copy of which, as issued under date of 1892, is hereto annexed, and marked 'A." Assuming that at the time these general laws were adopted the corporation had no statutory authority to make classified assessments in the manner now objected to, or to pay over moneys to the supreme lodge, it appears that statutes have since been passed, namely, St. 1899, c. 442, § 15, and St 1901, c. 422, §§ 5, 11, 15, which give authority to such corporations to do both of these things. Under each of these statutes the question, of course, remains whether, in the relations of former members to the corporation, there is anything to preclude the corporation, as against them, from availing itself of the larger privileges of the new legislation. To take action for this purpose, it would be necessary for the corporation to amend the general laws or by-laws set out in the bill.
A preliminary question is whether the plaintiffs have set out in the bill that the laws and by-laws now in force do not purport to authorize the proceedings sought to be enjoined. They certainly have not said so in terms. They have only set out laws and by-laws which were in force in 1892. As to whether these laws and by-laws are now in force, they say nothing. In the particulars which are material in this case these laws and by-laws conform to the statutes then in force. As statutes have since been passed enlarging the right to make by-laws, it is not improbable that the corporation has acted under them, and has amended its by-laws. To maintain this bill it is incumbent on the plaintiffs to show that the corporation is now without legal authority for its action. We do not think that an averment that the by-laws in existence nine years ago did not permit such action is equivalent to an averment that the present by-laws leave it unauthorized. The averments in the sixth and seventh paragraphs of the bill that the corporation had and has no right to do these things, and that it is acting beyond its corporate powers, are statements of conclusions of law, and they go for nothing unless the conclusions follow from the facts stated. Lynch v. Forbes, 161 Mass. 302, 310, 37 N.E. 437, 42 Am. St. Rep. 402; Nye v. Storer, 168 Mass. 53, 46 N.E. 402. On this preliminary question of pleading the parties are in dispute, but they have anticipated a possible decision on this point in favor of the defendant, and accordingly both of them have argued the possible effect of new by-laws. We are of opinion that the bill does not negative the existence of by-laws under the recent statutes, and that the case must be considered on the assumption that the corporation may have adopted them.
The plaintiffs contend that their certificates of membership constitute a contract that cannot be affected by the recent legislation, or by...
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