Ruzitz v. Serbian Nat. Home Soc., 33

• Decision Date: 11 September 1946
• Docket Number: No. 33,April term, 1946.,33
• Citation: 315 Mich. 292,24 N.W.2d 125
• Parties: RUZITZ v. SERBIAN NAT. HOME SOC.
• Court: Michigan Supreme Court

315 Mich. 292

24 N.W.2d 125

RUZITZ

v.SERBIAN NAT. HOME SOC.

No. 33, April term, 1946.

Supreme Court of Michigan.

Sept. 11, 1946.

Appeal from Circuit Court, Wayne County, in Chancery; George B. Murphy, Judge.

Suit by Steva Ruzitz against the Serbian National Home Society, a Michigan corporation, for a determination that defendant had no estate or interest in certain realty or personalty, for adjudication that title to the property was in another corporation, and to enjoin defendant permanently from asserting any claim in the premises adverse to the other corporation. From an adverse decree, the plaintiff appeals.

Decree affirmed.

Before the Entire Bench.

Duncan C. Beath, of Detroit, for plaintiff and appellant.

Ivan A. Marohnic, of Detroit, for defendant and appellee.

SHARPE, Justice.

Plaintiff filed a bill of complaint in the chancery court of Wayne county seeking a determination that defendant, The Serbian National Home Society, incorporated in 1942, has no estate or interest in the following described real estate:

‘Lots seven (7) and eight (8) of Andrus and Warren Subdivision of part of the Riopelle Farm between Farnsworth Street and Ferry Avenue, Detroit, Michigan, according to a plat thereof recorded in Liber 16 of Plats, page two, Wayne County, Michigan records;’

nor any interest in certain personal property of the value of $500.

The material facts necessary to decision are not in dispute and are as follows: The Serbian National Home Society was incorporated in 1916 as a non-profit corporation under Act No. 171, Pub.Acts 1903, as amended, which provided for incorporation ‘for any lawful purposes other than pecuniary profit’ and, with certain exceptions, required ‘all new corporations not organized for profit and having no capital stock’ to be organized under it. The articles of association stated the purpose of the corporation as follows:

‘To provide a home for aged and infirm persons of Serbian Nationality. To provide and promote intellectual development of people of Serbian Nationality; and to disseminate knowledge among Serbian people and otherwise develope them spiritually and mentally.’

The corporation became the owner of the two parcels of land in the city of Detroit above referred to upon which it constructed a building, which it is agreed has a value of approximately $7,000.

In 1927 the by-laws of the corporation were amended and contain the following provisions:

‘Section 2. The Serbian National Home, being built by the Serbian People of the City of Detroit and vicinity, shall serve for the following purposes:

‘a. To promote brotherhood and brotherly love among its people.

‘b. To promote educational and cultural sentiments of the Serbian people and other Slavs among its members.

‘c. To establish a school (The question shall be decided upon by two thirds of the entire membership of the Society) in which Serbian children shall be taught their mother language, and educated so that they may become good citizens of the United States.

‘d. To hold educational lectures of such nature that the people may be enlightened and their social condition bettered.

‘e. To permit holding meetings to those beneficial societies which are or may become active members of the Serbian National Home Society.

‘f. To permit holding public meetings of such a nature as to make or help to make social conditions of Serbian people and other Slavs better.

‘Section 3. Any Serbian, male or female, including other Slavs, of good character and who have proved that he has been good in the past, working for the benefit and progress of Serbians and other Slavs may become a member of the Serbian National Home Society.’

The corporation operated the home under the amended by-laws until 1942, at which time it came to the attention of the corporation that its charter had been voided for failure to file annual reports and pay fees under Act No. 327, Pub.Acts 1931. At this time a meeting of the members of the old corporation was called for November 1st and they were advised that the corporation was operating without a charter; and that there was no legislative act in effect by which it could be revived.

In the latter part of November, 1942, articles of incorporation of the Serbian National Home Society, a non-profit and non-stock corporation, were filed under the provisions of Act No. 327, Pub.Acts 1931. The assets of the old corporation of the same name were listed as assets of the new corporation. Steva Ruzitz, plaintiff herein and a life member of the old corporation, did not consent to the actions taken at the November 1st meeting, took no part in the new corporation, and is not a member of the new corporation.

On June 24, 1943, plaintiff, as a life member of the old corporation, filed a bill in equity against the 1942 corporation alleging that the old corporation has never conveyed title to the property and still owns the property; that plaintiff as a life member of the old corporation has a vested interest in the property; that the charter of the old corporation became absolutely void and the corporation ceased to exist about the year 1933; and that the corporation's powers having been suspended, it has been legally incapable of transacting any business since that date except to dissolve in the manner provided by law. He asks, in addition to general equitable relief, that the court adjudge title to the property to be in the original corporation; and that the court permanently enjoin the defendant from asserting any claim in the premises adverse to the original corporation.

Defendant, the new corporation, filed an answer in which it claims that the society incorporated in 1916 and the society of the same name incorporated in 1942 are one and the same corporation with all the members of the old corporation participating and receiving the same benefit and privileges as under the old corporation; that plaintiff and all members of the old corporation are now members of the new corporation; that the Serbian National Home Society is a non-stock and non-profit corporation; that plaintiff is not entitled to have a receiver appointed against the interest of over 151 members; that the new corporation is protecting the interest of all members of the new corporation and the old corporation; that subsequent to the loss of its charter, the Serbian National Home Society conducted its business as a de facto corporation; and that the de facto corporation with the consent and approval of its old members at a special meeting called for that purpose did incorporate; it denies that plaintiff, the only...