National Circle, Daughters of Isabella, v. National Order of Daughters of Isabella

• Decision Date: 01 August 1918
• Docket Number: 191.
• Citation: 252 F. 815
• Parties: NATIONAL CIRCLE, DAUGHTERS OF ISABELLA v. NATIONAL ORDER OF DAUGHTERS OF ISABELLA.
• Court: U.S. District Court — Northern District of New York

252 F. 815

NATIONAL CIRCLE, DAUGHTERS OF ISABELLA v. NATIONAL ORDER OF DAUGHTERS OF ISABELLA.

No. 191.

United States District Court, N.D. New York.

August 1, 1918

Borden H. Mills, of Albany, N.Y. (Charles F. Roberts, of New Haven Conn., of counsel), for plaintiff.

P. H Fitzgerald, of Utica, N.Y. (E. L. Smith, of Utica, N.Y., and Bernard E. Lynch, of New Haven, Conn., of counsel), for defendant.

RAY District Judge (after stating the facts as above).

In or about the month of May, 1897, a voluntary unincorporated association of ladies, exclusively of the Catholic faith, was organized at New Haven, Conn., under the name 'The Ladies' Auxiliary of Russell Council, No.

65 Knights of Columbus. ' In fact, while a separate organization, it was auxiliary to the body known as 'Knights of Columbus.' It used a ritual, songs, odes, and installation exercises which were in the main, if not entirely, prepared by one Daniel E. Colwell, who was then national secretary of the Knights of Columbus. This ritual, etc., was founded on the historical incident of the sale by Queen Isabella of Spain of her jewels to furnish the means to equip the expedition of Columbus which resulted in the discovery of America. After a time allusion was made to said Queen of Spain in such ritual. At some time, not many months after the organization of such voluntary unincorporated association, some of the members thereof, both in public and private, and in speaking of the association between themselves and to others, referred thereto as 'Daughters of Isabella,' and thus such persons applied that name thereto and to the members thereof. Just how or when the name originated does not further appear. In or about 1898, at a meeting of the association, a committee was appointed to consider the subject of incorporating under the name of 'Daughters of Isabella.' Nothing of any account was done by them, however, until 1904. In 1901, about, some of the members of this association, 'The Ladies' Auxiliary of Russell Council, No. 65, Knights of Columbus,' procured and began to wear publicly a society pin on the face of which was displayed the figure of a bell with the letters 'I' and 'S' on either side thereof.

On the 12th day of February, 1904, at a meeting of that association the members of such association present voted to incorporate under and pursuant to the laws of the state of Connecticut under the name 'Daughters of Isabella, No. 1, Auxiliary to Russell Council, No. 65, Knights of Columbus,' and March 7, 1904, certain members of the said association were incorporated under that name in the state of Connecticut, and thereafter there were received into membership therein all of the members of said unincorporated association who desired to join. This Connecticut corporation, 'Daughters of Isabella, No. 1, Auxiliary to Russell Council, No. 65, Knights of Columbus,' has never dissolved or wound up its affairs or ceased to exist, but is to-day an existing corporation of the state of Connecticut; but it is claimed by the plaintiff that such corporation has become a part and parcel of the plaintiff here, 'The National Circle, Daughters of Isabella,' as one of its courts, and that it is now one of its subsidiary circles. The National Circle, Daughters of Isabella, the plaintiff herein, was thereafter and at the January, 1907, session of the General Assembly of the state of Connecticut, by act approved July 25, 1907 (Sp. Acts 1907, p. 402), duly incorporated by a special act of said General Assembly under the corporate name 'The National Circle, Daughters of Isabella. ' This was done on the application of the incorporators named in the articles of incorporation so granted March 7, 1904, to the said 'Daughters of Isabella, No. 1, Auxiliary to Russell Council, No. 65, Knights of Columbus. ' To the plaintiff corporation by such special act was granted power to establish branches. There is no claim or pretense that the plaintiff corporation of July, 1907, absorbed or superseded or took the place of the former corporation of March 7, 1904, but that the earlier corporation became affiliated with and a part of the later corporation, this plaintiff, as one of its subordinate branches or circles. The plaintiff's attorney so stated in the beginning of the trial. In the meantime and on the 24th day of June, 1903, and about nine months before the organization or incorporation of the first Connecticut corporation, and four years before the incorporation of the second Connecticut corporation before described, certain ladies and gentlemen of the city of Utica, Oneida county, in the state of New York, and that vicinity, eight in number, all of the Catholic faith, organized and duly incorporated, under and pursuant to the corporation laws of the state of New York, the defendant corporation by and under the name 'Daughters of Isabella,' and on that day its articles of incorporation were duly filed and it became a body corporate of the state of New York under its laws. Subsequently and on the 7th day of August, 1905, the name of this corporation was duly changed to 'The National Order of the Daughters of Isabella. ' It commenced its corporate activities at once on its incorporation in 1903, and established subordinate branches or courts in different places in the state of New York, and also in several other states of the United States. These courts, with the dates, respectively, when established and where located, appear in table 'A' annexed. In so establishing courts and extending its activities the defendant, by its agents or officers, went into the state of Connecticut about April 10, 1904, and established a court at Naugatuck, and March 12, 1905, March 14, 1905, May 5, 1905, May 21, 1905, June 4, 1905, January 7, 1906, March 4, 1906, January 20, 1907, May 3, 1908, and April 4, 1909, organized and established courts at other places in the state of Connecticut.

The articles of incorporation of this New York corporation do not expressly--that is, in terms-- state any purpose of the corporation to establish courts or subordinate branches anywhere, and the plaintiff claims that all of its acts in so doing were ultra vires, null and void, and in violation of the plaintiff's rights. Such articles of incorporation do state, however, 'the territory within which its operations are to be principally conducted is the United States of America and the Dominion of Canada. ' These subordinate courts or branches of the defendant corporation are not parties to this suit. It is evident that because of its activities or popularity, or for other legitimate reasons, the defendant corporation was prosperous, and through these courts extended its affiliated membership into several states of the United States before the plaintiff established circles there. The plaintiff corporation has established circles in the states named in table 'B,' annexed hereto, only and on the dates given therein. The membership of these courts and circles, respectively, is given in 'A' and 'B.' I find no substantial evidence of fraud or deceit or of misrepresentation to any one made by defendant or its authorized officers or agents in establishing these courts. They seem to have been established because of the superior or greater activities of the defendant corporation. It is evident from 'A' and 'B' that the defendant was the first to establish itself, through its courts, in the following states of the United States, viz. Pennsylvania, Georgia, Wisconsin, New York, Iowa, Kansas, New Jersey, South Carolina, Florida, Illinois, Mississippi, Virginia, Oklahoma, Louisiana, Missouri, Nebraska, Wyoming, Rhode Island, Texas, Oregon, South Dakota, California, Massachusetts, Idaho, New Hampshire, North Dakota, Vermont, Indiana, Minnesota, Washington, Montana, Maryland, and perhaps other states before the bringing of this action.

The pertinent clauses of the articles of incorporation of the New York corporation read as follows:

'1. That the name of said corporation shall be the Daughters of Isabella.

'2. The particular objects for which said corporation is to be formed are:

'A. For the purpose of promoting the social and intellectual standing of its members.

'B. For literary purposes.

'C. For the purpose of rendering such aid and assistance among its members as shall be desirable and proper, and by such lawful means as to them shall seem best.

'3. The territory within which its operations are to be principally conducted is the United States of America and the Dominion of Canada.

'4. The principal office of said corporation is to be located in the city of Utica, Oneida county, New York.

'5. That the number of its directors shall be six.'

The pertinent clauses or sections of the Connecticut corporation, plaintiff here, read as follows:

'Sec. 2. The objects and purposes of said corporation shall be to render pecuniary aid and assistance to sick and distressed members and to the beneficiaries of members, whether such sickness be temporary or incurable, and to render pecuniary aid toward defraying the funeral expenses of members, and to promote social and intellectual intercourse among its members. * * * '

'Sec 4. Said corporation shall have power to locate and establish state and district circles, local or subordinate circles, or other branches or divisions thereof under the name of Daughters of Isabella, composed of members of the order in any town or city in this state, or in any other state of the United States, or in any other country, and said state, district, or local circles, or other branches or divisions, when so established, shall be governed and managed by such laws, by-laws, rules, and regulations as said corporation shall determine; and said corporation may enforce such laws, by-laws, rules, and...