Smooth Ashlar Grand Lodge (Compact) of F. and A. A. York Masons v. Odom, No. 51136

• Decision Date: 12 November 1975
• Docket Number: No. 1,No. 51136
• Citation: 136 Ga.App. 812,222 S.E.2d 614
• Parties: SMOOTH ASHLAR GRAND LODGE (COMPACT) OF F. & A.A. YORK MASONS et al. v. W. H. ODOM, Jr., et al
• Court: Georgia Court of Appeals

Page 614

222 S.E.2d 614

136 Ga.App. 812

SMOOTH ASHLAR GRAND LODGE (COMPACT) OF F. & A.A. YORK MASONS et al. v. W. H. ODOM, Jr., et al.

No. 51136.

Court of Appeals of Georgia, Division No. 1.

Nov. 12, 1975.

Rehearing Denied Dec. 2, 1975.

Moffett, Henderson, Jones & Barnwell, F. Glenn Moffett, Jr., C. Cyrus Malone, III, Atlanta, for appellants.

Robert S. Slocumb, William Y. Barnes, III, Macon, for appellees.

MARSHALL, Judge.

This appeal arises from orders of the trial court denying motions for summary judgment and to dismiss or in the alternative judgment on the pleadings filed by defendant Smooth Ashlar Grand Lodge (hereinafter referred to as Grand Lodge) and the three individual defendants Barton, Gray and Newman, who are Grand Master, Grand Secretary and Grand Treasurer of the Grand Lodge, respectively.

Appellant Grand Lodge is a nonprofit fraternal society, an order of York Masons. It is incorporated under the laws of Georgia and governed by a Constitution and By-Laws. At the annual business meeting of the Grand Lodge in September, 1973, numerous questions were raised by some of its members as to the accuracy and completeness of the annual audit submitted for approval by the membership as required by the Constitution and By-Laws. Since neither the Grand Master nor the Grand Secretary (appellants Barton and Gray, respectively) could adequately explain possible discrepancies in the audit to the members asking questions, the membership required by motion, duly adopted a special audit of he Grand Lodge books to be conducted by the standing auditing committee. The discrepancies focused specifically on the alleged failure to account for money shown as on hand at the end of the accounting year 1972, but not carried over to the 1973 accounts and money allegedly accumulated from the raffle of an automobile but not adequately reflected in the accounts.

After the annual meeting was adjourned, the three plaintiffs below were designated at a district meeting to pursue an adequate and appropriate explanation of the alleged fiscal discrepancies. The Grand Lodge is a statewide organization composed of districts which in turn are composed of individual Lodges, aligned in a pyramid chain of control and order running from the individual Lodges to the Grand Lodge. Pursuant to their purported commission, the plaintiffs through plaintiff Odom, made three attempts to contact the Grand Master, Barton. Each attempt was by way of a telephone call placed to the Grand Master. On none of the occasions was appellant Barton at the central office of the Grand Lodge. Messages were left each time with a secretary with a request for the Grand Master to return the call. These calls were to discuss the audit directed by the membership and specific questions concerning alleged fiscal discrepancies. None of the calls were returned, nor does appellant contend that the special audit has been started or completed.

Apparently because of the lack of success in making contact with appellant Barton or in obtaining the special audit, appellees brought suit seeking a court order audit and to compel appellant Barton to allow appellees to examine the books and records of account of the Grand Lodge. The Grand Lodge and the individual defendants filed their motions for summary judgment, dismissal or in lieu of the dismissal, judgment on the pleadings on the grounds: (1) courts should not interfere in the internal management of fraternal organizations; (2) appellees did not exhaust their internal remedies allowed by the Constitution and By-Laws; (3) appellees do not represent a majority of the membership of the Grand Lodge; and (4) appellees have no individual property interest in the litigation. Held:

1. The parties to this appeal view the issue presented from different perspectives. There is no real dispute of fact. Appellants state the issue to be whether a court will interfere with the internal management of a fraternal lodge where the plaintiffs do not represent a majority of the membership, do not have individual property rights involved, and did not exhaust all of their internal remedies. On the other hand, appellees see the issue to be whether or not they, as plaintiffs should be allowed as members of a nonprofit organization to inspect the records of account pursuant to Ga.L.1968, pp. 565, 750 (Code Ann. § 22-2612).

As was stated in Golden Star of Honor v. Worrell, 158 Ga. 309(1), 123 S.E. 106: 'The general rule is that, if a benevolent association confines itself to the powers vested in it, and acts in good faith under by-laws adopted by it, and does not violate the laws of the land, or any pecuniary or property right of the member of the association, the courts have no authority to interfere with the society by directing or controlling it was to questions of internal policy, but will leave the society free to carry out any lawful purpose in accordance with its rules and regulations. (Cits.)'

We have no quarrel with that general principle. We do question its applicability to the facts of this case. Plaintiffs below seek to inspect the books and records of a Georgia nonprofit corporation of which they are members. Such an inspection does not seek or tend to interfere with the internal economy, policy, discipline, operation or management of that corporation. Appellees expressly disavow any desire to have a court or through their own actions dictate or oversee the election of officers, manner of raising monies, the proper distribution of funds or the conduct of the business of the Grand Lodge. They simply seek what the law of Georgia grants as a matter of right in Code Ann. § 22-2612, supra, to wit: to inspect the records of account...