Nat'l Council Junior Order v. State Council Junior Order

• Decision Date: 15 June 1905
• Citation: 51 S.E. 166,104 Va. 197
• Court: Virginia Supreme Court
• Parties: NATIONAL COUNCIL JUNIOR ORDER UNITED AMERICAN MECHANICS et al. v. STATE COUNCIL JUNIOR ORDER UNITED AMERICAN MECHANICS.

104 Va. 197

51 S.E. 166

NATIONAL COUNCIL JUNIOR ORDERUNITED AMERICAN MECHANICS et al.

v. STATE COUNCIL JUNIOR ORDERUNITED AMERICAN MECHANICS.

Supreme Court of Appeals of Virginia.

June 15, 1905.

1. Constitutional Law—Review or Statutes—Canon of Construction.

A statute will not be declared unconstitutional unless it is palpably repugnant to the Constitution, and it is not sufficient that it be unjust and oppressive in some of its provisions, or that it violate the natural, social, or political rights of the citizen, unless it is shown that such injustice is prohibited or that such rights are guarantied by the Constitution.

[Ed. Note.—For cases in point, see vol. 10, Cent. Dig. Constitutional Law, §§ 37, 38.]

2. Same—Impairment of Contracts—Revocation of Corporate Powers.

Act Feb. 17, 1900, constituting certain persons a body corporate, and giving the corporation so created full and exclusive authority and jurisdiction to grant charters to subordinate councils of a certain beneficial order, and thereby in effect annulling the prior existing right of a foreign corporation to propagate and transact the business of the order within the state, does not impair the obligation of contracts, within the inhibition of the federal Constitution.

3. Same—Powers of States—Exclusion of Foreign Corporations—Interstate Commerce.

A foreign corporation controlling the subordinate councils of a beneficial association with a state is not engaged In interstate commerce, in such sense as to preclude the Legislature from excluding it from the state.

4. Equity—Jurisdiction—Property Rights.

A charter authorizing a corporation to organize subordinate councils of a beneficial association, to raise funds for the relief of members and their families, and to defray funeral expenses and other cases of distress, gives rise to possible rights of property which are within the protection of a court of equity.

Appeal from Chancery Court of Richmond.

Suit for injunction by the State Council Junior Order United American Mechanics against the National Council Junior Order United American Mechanics and others. From a decree for complainant defendants appeal. Affirmed.

Meredith & Cocke, J. C. Weckert, and G. W. Crumpecker, for appellants.

Frank W. Christian and Samuel A. Anderson, for appellee.

KEITH, P. The bill of appellee avers that the State Council of Virginia, Junior Order United American Mechanics, a corporation, was chartered by act of Assembly in February, 1900; its objects being to maintain and promote the interests of Americans, to assist them in obtaining employment, to encourage them in business, to afford relief to the members and their families in case of accident, sickness, or death, and to defray the expenses of their funerals or such other cases of distress as shall be defined by the constitution, by-laws, rules, and regulationsof the corporation. Before its incorporation it existed as an unincorporated organization, under the same name, and was subject, by virtue of the customs of the order, to the control of the National Council of the Junior Order of United American Mechanics of the United States, in so far as the latter acted within the scope of its objects, charter, constitution, and laws.

In the year 1869 the state councils of Pennsylvania, New Jersey, and Delaware, which were benevolent and patriotic organizations, met and created the National Council, and delegated to it certain rights and powers, within which it should be regarded and respected as the supreme head of the order. The objects of the National Council were, first, to maintain and promote the interests of Americans, and shield them from the depressing effects of foreign competition; second, to assist Americans in obtaining employment; third, to encourage Americans in business; fourth, to establish a sick and funeral fund; fifth, to maintain the public school system of the United States of America, and to prevent sectarian interference therewith, and to uphold the reading of the Holy Bible therein. To these objects, fixed by the charter, and existing also before the incorporation of the order, there was added in the year 1897 the additional objects—sixth —to establish or erect an orphans' home for the orphans of deceased members of the order, and to maintain the same.

The National Council, about the time of its organization, in 1869, adopted a constitution and certain general laws for the promotion of its objects.

The bill then goes on to detail the provisions of the constitution, especially with reference to its amendment, and sets out that in disregard of its fundamental law the National Council had undertaken to ingraft upon it certain features with reference to insurance, to the regalia of the order, to a national judiciary for the final decision of all matters of controversy arising in the order, and for a change of representation. The contention of complainant is that these changes were not made in accordance with the mode prescribed by the constitution for its own amendment, and that they are "unconstitutional, illegal, and revolutionary measures"; that they were adopted without the approbation and against the wishes of the councils of Virginia, both state and subordinate, and against the wishes and approbation of at least two-thirds of the membership of the order; and that complainant has exhausted all lawful means within the order to obtain a redress of its grievances, but without success.

On February 17, 1900, the General Assembly of Virginia gave a charter to the State Council of Virginia, which at a special meeting of that council, called in accordance with the laws of the order, convened in Richmond on March 14, 1900, and, by a vote of 86 in the affirmative to 17 in the negative, accepted the charter and became an incorporated body.

The following are the salient features of the charter: First, it embraces all of the members of the State Council of Virginia, Junior Order United American Mechanics; second, the state council is made the supreme head of the order in Virginia; third, it is given full and exclusive authority and jurisdiction to grant charters to subordinate councils, and to make such constitutions, by-laws, and rules of the order as it may deem just and proper for the government of subordinate councils.

The bill states that certain persons who are named, and others unknown, in March, 1901, at Alexandria, Va., organized a new State Council of Virginia, by substantially the same name as that of complainant. This new organization denies that the plaintiff is the supreme head of the order in Virginia, and the validity of its charter, and is doing everything in its power to destroy the plaintiff and to prevent its successful operation under its charter. It is further stated that the new State Council was organized for substantially the same purposes as those for which the complainant was organized and was afterwards chartered, and for the promotion of the objects which the plaintiff declares to be illegal and unconstitutional, and wholly foreign to the objects of the order; that complainant has adopted a seal; and that the Alexandria organization has adopted substantially the same seal. The prayer of the bill is that the National Council of the Junior Order of United American Mechanics of the United States of North America, E. L. S. Bouton, James R. Mansfield, and a number of other individuals whose names are given, and others described as unknown, may be made parties to the bill; that the Alexandria organization may he declared illegal, and the plaintiff be held valid; and that the defendants may be enjoined from continuing the use of the name State Council of Virginia, Junior Order United American Mechanics of the State of Virginia, etc., and from the use of the seal, and from carrying out the objects for which they were organized; that they may be enjoined from granting charters to subordinate councils and representing themselves to subordinate councils as the head of the order in this state, and from interfering in any way with the pursuance by the complainant of its objects and purposes.

To this bill the defendant the National Council filed its demurrer and answer, in which the private individuals named in the bill unite. The answer traverses all the material averments of the bill, maintains the legality of the changes made in the objects and constitution of the National Council of which the bill complains, and alleges that the act of the Legislature by which the plaintiff was incorporated is in violation of the Constitution of the United States, in that its effect would be to impair the obligation of a contract, and deprive the defendant of property without due process of law.

We shall not enter into a consideration of the charge made in the bill, and denied in the answer, that the several changes in the objects and the constitution of the National Council were not made in conformity with the mode prescribed by the constitution itself for its own amendment, and are therefore void. They constitute the motive which induced the State Council of Virginia to apply to the Legislature and obtain from it a charter, which, if valid, is conclusive of this controversy. The sufficiency of the motive inducing the plaintiff to apply for the charter is immaterial. It stands upon its charter rights,...