People Ex Rel. James P. Page v. the Bd. of Trade of The City of Chicago.

• Decision Date: 30 September 1867
• Citation: 45 Ill. 112,1867 WL 5229
• Parties: THE PEOPLE OF THE STATE OF ILLINOIS ex rel. JAMES P. PAGEv.THE BOARD OF TRADE OF THE CITY OF CHICAGO.
• Court: Illinois Supreme Court

45 Ill. 112

1867 WL 5229 (Ill.)

THE PEOPLE OF THE STATE OF ILLINOIS ex rel. JAMES P. PAGE

v.THE BOARD OF TRADE OF THE CITY OF CHICAGO.

Supreme Court of Illinois.

September Term, 1867.

APPEAL from the Circuit Court of Cook county; the Hon. ERASTUS S. WILLIAMS, Judge, presiding.

The facts in this case are fully stated in the opinion.

Messrs. MONROE & MCKINNON, for the appellant.

Messrs. ARRINGTON & DENT, for the appellee. Mr. JUSTICE LAWRENCE delivered the opinion of the Court:

This was an application by Page to the Circuit Court of Cook county, for a mandamus to compel the board of trade of Chicago to restore him to full membership, from the privileges of which he had been suspended. The court dismissed the petition and the relator appealed.

It appears by the petition, that on the 14th of May, 1867, Page sold to Stevers and Brown, also members of the board of trade, a quantity of corn, deliverable at any time thereafter during the month; that on the 21st of May, corn having advanced in price, he offered to pay the purchasers $500, to rescind the contract; that they accepted his offer, and on the same day he paid them $100 in money, and executed to them his promissory note for $400, payable on demand; that, Page failing to pay when requested, Stevers and Brown made a complaint to the board of directors; that Page appeared and admitted the indebtedness, but said he was unable to pay, and thereupon the board made an order, in accordance with the fifth by-law, suspending him from the privileges of the board.

All the authorities on this subject unite in saying, that corporations have an inherent power of disfranchisement for either one of three causes: first, for offenses having no immediate relation to a member's corporate duty, but of so infamous a nature as to render him unfit for the society of honest men; second, for an offense against the member's duty as a corporator; and third, for offenses compounded of the two. The power to expel for these causes is manifestly essential to the healthful existence of the corporate body, and does not depend on a specific grant. But in the case before us, the power of expulsion does not rest merely on these general principles. The sixth section of the charter of the board of trade provides, that “said corporation shall have the right to admit or expel such persons as they may see fit, in manner to be prescribed by the rules, regulations, or by-laws thereof.” Here is a specific grant of power, in terms so general that they seem to leave the causes of disfranchisement at the discretion of the corporation, subject only to the one limitation, that the proceeding shall follow the “rules, regulations, or by-laws.” Notwithstanding the generality of this language, however, it is doubtless true, as insisted by the counsel for appellant, that the discretion here granted is not purely arbitrary, but can be exercised only for some just and reasonable cause. It would hardly be contended, for example, that a by-law would be valid which should seek to disfranchise members unless they would attend a particular church, or send their children to a particular school. These would be subjects so utterly aloof from the objects for which the corporation was created, that we can not suppose the legislature intended to clothe it with the right of controlling the action of its members in these matters.

The question is, then, does the by-law under which the relator was expelled fall within the category of just and reasonable regulations? That by-law is as follows:

“In case any member of the association, having made any business contract, either written or verbal, and failing to comply promptly with the terms of such contract, shall, upon the representations of an aggrieved member to the board of directors, accompanied with satisfactory evidence of the facts, be by them suspended from all privileges of membership in the association, until such contract is equitably or satisfactorily arranged or settled, when he may be restored to membership, and it shall be the duty of the board of directors to cause to be publicly announced the suspension or restoration of any member under this rule.”

The counsel for appellant contend that this by-law is unjust and unreasonable, and beyond the power of the corporation to enact.

One of the objects for which the board of trade was created, undoubtedly was, to promote a high standard of commercial honor and commercial credit in the city of Chicago, by securing among the members of the board a prompt discharge of their pecuniary obligations, contracted in their dealings with each other, without a resort to the expensive and dilatory procedure of a court of law. In order to accomplish this, the charter authorizes the board to create within itself tribunals of reference and arbitration, by whose decision the members shall be bound. But it does not confine the board to the use of these means for the attainment of these objects. It expressly gives the power of expulsion, and under that power the...