QJnnwll Ham ^rlymil lOibrarg Cornell University Library KF 1386.B9B68 1902 By-laws of private corporations / 3 1924 019 347 610 Cornell University Library The original of this book is in the Cornell University Library. There are no known copyright restrictions in the United States on the use of the text. http://www.archive.org/details/cu31924019347610 BY-LAWS OF PRIVATE CORPORATIONS BY LOUIS BOISOT OF THE CHICAGO BAR SECOND EDITION ST. PAUL, MINN. KEEFE DAVIDSON COMPANY. 1902 ftMSff Copyright, 1902, By LOUIS BOISOT. WISER PUBLISHING CO. PBBSS, ST. PAUL, MINN. PREFACE. The law pertaining to by-laws has never, I believe, been made the subject of any other book except Lumley on By- Laws, and that work is exclusively English, and has little if anything to say in regard to the tey-laws of private cor- porations, being concerned with the ordinances of munici- pal or quasi municipal corporations. In the present work, I have confined myself to the subject of by-laws of pri- vate corporations and associations. When I have ventur- ed somewhat beyond the scientific limits of the subject, it has been with a view to rendering the work more useful to mutual insurance and building and loan associations. The general by-laws found in the Appendix are mainly framed from those which the author has had occasion to draw from time to time for the use of clients. As stated in the Appendix, these forms must be taken rather as sug- gestions than as models, since no one set of by-laws can be so framed as to be suitable for all corporations. In this edition there has been also inserted in the Appen- dix copies of the by-laws of two of our great industrial cor- porations, — the Standard Oil Company and the Federal Steel Company. The nine years that have passed since the first edition at this work was published have been so fruitful in cor- poration decisions that I have been able to double the number of citations to adjudicated cases. LOUIS BOISOT. Chicago, 111., Sept., 1901. TABLE OF CONTENTS. CHAPTER I. NATURE OF BY-LAWS. 1. Definition. 2. Distinguished from ordinances. 3. Binding effect. 4. Distinguished from resolutions. 5. Distinguished from regulations. 6. Incidental to corporate existence. 7. Scope limited by necessity. 8. Office. CHAPTER II. FORM AND ENACTMENT. § 9. Writing unnecessary. 10. Writing advisable. 11. How adopted. 12. Informalities disregarded. 13. Ratification. 14. Quorum. 15. Persons present and not voting. 16. Adoption outside state — Implied adoption. 17. Amendment. 18. Express repeal. 19. Implied repeal. 20. Waiver — Provision in by-law against waiver. v iii CONTENTS. 21. Same — By-law relating to transfer of stock. 22. Same — Same. 23. Same — By-law relating to term of officers. 24. Same—By-law relating to powers of corporation. 25. Same — By-law relating to admission of member. 26. Waiver by insurance companies — By-law as to proof f the board. 114 Corpora- tions may enact by-laws compelling their officers to give bonds for the faithful performance of their duties. 115 The power of filling vacancies being incident to the corpora- tion, it may by by-law prescribe the manner in which such vacancies shall be filled. 116 A corporation may declare by by-law that no lawyer who is attorney in a suit against the company shall be eligible as a director. 117 Neither a director 118 nor an officer 119 is entitled to any salary un- iio Steiner v. Steiner L. & L. Co. (1898) 120 Ala. 128, 26 So. 494. in Dobson v. More (1896) 164 111. 110, 45 N. E. 243. 112 Arapahoe C. & L. Co. v. Stevens (1889) 13 Colo. 534, 22 Pac. 823. ii3 Siebe v. Joshua Hendy Machine-Works (1890) 86 Cal. 390, 25 Pac. 14. ii*Hoyt v. Sheldon (1858) 3 Bosw. (N. Y.) 287; Hoyt T. Thompson (1859) 19 N. Y. 215. These two cases refer to the same by-law. The question is an interesting one, and it is to be regretted that the point has not been also passed upon by the courts of other states. us Savings Bank of Hannibal v. Hunt (1880) 72 Mo. 597. no Kearney v. Andrews (1854) 10 N. J. Eq. 70. ii7 Cross v. West Virginia, C. & P. Ry. Co. (1892) 37 W. Va. 342, 16 S. E. 587. us Jones v. Vance Shoe Co. (1899) 92 111. App. 158. n» St. Louis, A. & S. R. Co. v. CrewB (1897) 75 111. App. 496. (53) § 49 BY-LAWS. [Ch. 3 less the same is provided for by by-law ; but payment to a corporate officer of a salary in excess of that prescribed by by-law is not void as an ultra vires act, but merely voidable at the suit of an innocent stockholder injured thereby. 120 A further discussion of this class of by-laws, and their effect, will be found in a later chapter. 121 Meetings and elections. § 49. The regulation of the meetings of the corpora- tion and the election of its directors and officers is another important subject of by-law legislation. Whenever these matters are not regulated by the charter or by prescrip- tion, the right to regulate them by by-laws is unquestion- able. 122 By-laws may also regulate the mode of calling as well as of holding meetings of stockholders. 123 In a case in Maine it appeared that one by-law of a certain cor- poration provided that the officers of the corporation should hold office for one year, and until their successors were elected and qualified. Another by-law provided that the notice of meetings should specify the business to be transacted at such meetings. It was held that the elec- tion of officers might be held at the annual meeting with- out being specified in the notice, since the by-law which prescribed the business to be done at the annual meeting to be the election of the officers operated as sufficient no- tice. 124 120 Brown v. De Young (1897) 167 111. 549, 47 N. B. 863. 121 See post, §§ 106, 107. i22Newling v. Francis (1789) 3 Term R. 189. 123 Taylor v. Griswold (1834) 14 N. J. Law, 222. 12* Sampson v. Bowdoinham Steam Mill Corp. (1853) 36 Me. 82. (54) Ch. 3] SUBJECT-MATTER OF BY-LAWS. § 51 Same — Notice. § 50. Where the by-laws fix the time and place of hold- ing corporate meetings, but do not provide for giving no- tice of such meetings, no notice of the meeting is neces- sary. 128 Where a by-law requiring written notice of spe- cial meetings of the directors is silent as to the manner of serving the notice, it is immaterial how the notice is served, provided it is shown that notice of the meeting was actually received; 128 though the rule in regard to notices that may affect a member's pecuniary rights is that, in the absence of any provision in the by-laws as to the manner of serving such notice, the service must be personal, as at common law. 127 And when all the directors are pres- ent at a special meeting, the fact that notice of such meet- ing was not given as required by the by-laws is immate- rial. 128 So, also, a member of a society who attends and participates in a meeting without objection cannot after- wards complain that notice of the meeting was not given as required by the by-laws. 129 Same — Unauthorized meetings. § 51. Where the by-laws of a corporation provide that 125 Morrill v. Little Falls Mfg. Co. (1893) 53 Minn. 371, 55 N. W. 547. 128 Ashley Wire Co. v. Illinois Steel Co. (1896) 164 111. 149, 45 N. E. 410. 127 People t. Hoboken Turtle Club (1891) 14 N. Y. Supp. 76; Fields v. United Brotherhood of C. & J. (1895) 60 111. App. 258. 128 Minneapolis Times Co. v. Nimocks (1893) 53 Minn. 381, 55 N. W. 546. In some states there is an express provision of statute to that effect. 129 Helbig v. Rosenberg (1892) 86 Iowa, 159, 53 N. W. 111. (55) § 51 BY-LAWS. [Ch. 3 all meetings of the directors shall be specially called, a meeting of a part, although a majority, of the board of di- rectors not called in pursuance of the by-laws, is not a lawful meeting. 130 Where the by-laws of a social club provide for special meetings of the trustees on notice in writing to each member of the board, and authorize the expulsion of a member at such a meeting by a two-thirds vote of those present, the board has no authority to expel a member at a special meeting, of which one of the mem- bers, who was not present, did not have written notice. 131 Under charter provisions requiring that alteration of the by-laws shall be made only at a general meeting of the members convened by public notice, as in the case of elec- tion of directors, and that the president, when required by twenty members, shall call the general meeting by giv- ing notice, as in the case of directors, for the transaction of such business as may be specified in such notice, the by- laws may not be changed at an annual meeting, where no- tice is given only of the election of directors. 132 Where the statute and the by-laws provided that notices of special meetings should be given on the order of the president, or, if there were none, on the order of two directors, it was held that, while there was a president competent to act, a special meeting called by two directors, on the refusal of the president to make the call, was illegal. 133 In a New 130 Mast Buggy Co. v. Litchfield F. H. & I. Co. (1893) 55 111. App. 98. 131 People v. Greenwood Lake Ass'n (1892) 18 N. Y. Supp. 491. 132 Mutual Fire Ins. Co. v. Farquhar (1898) 86 Md. 668, 39 Atl. 527. 133 Smith v. Dorn (1892) 96 Cal. 73, 30 Pac. 1024. (56) Ch. 3] SUBJECT-MATTER OF BY-LAWS. § 51 Jersey case, it appeared that a special meeting of the stockholders of a company organized under the general act was called on less than the required ten days' notice to amend the by-laws by increasing the number of directors, and to elect those who should be added. At the meeting every share of the stock of the company was represented and voted, and the by-laws were so amended. The addi- tional directors were then chosen by the votes of a ma- jority in number and interest of all the stockholders, the minority refusing to vote. No stock had been transferred within twenty days preceding the meeting. It was held that, notwithstanding its informality, the election would not be disturbed. 134 The fact that an annual meeting re- quired by by-law to be held in a certain month was omitted through neglect does not preclude holding the meeting at a later time. 135 Where the by-laws authorize the .presi- > dent to call special meetings of the directors upon giving notice of the time and place thereof, and such place is not prescribed by by-law, the president may call a special' meeting at a place other than the principal place of busi- ness of the corporation. 136 In a New York case it ap- peared that the statute required directors to be chosen at a place fixed by the by-laws. The principal office of the corporation was established in Waterford, but the defend- ant was chosen director at a meeting held in Troy. It did not appear from the evidence that any particular place is* In re A. A. Griffing Iron Co. (1898) 63 N. J. Law, 168, 41 Atl. 931. 135 Scanlan v. Snow (1894) 2 App. D. C. 137. ia«Corbett v. Woodward (1879) 5 Sawy. 403, Fed. Cas. No. 3,223. (57) § 52 BY-LAWS. [Ch. 3 was fixed for the meeting by the by-laws, but it was shown that the company had an office in Troy, and that stock- holders' meetings had been held there for twelve years.. It was held that the defendant's election was not invalid. 137 Same — Votes and proxies. § 52. As a general rule, a by-law authorizing the mem- bers or stockholders to vote by proxy at an election of di- rectors is valid, 138 although it has been held in New Jersey that such a by-law is not good in the case of bridge com- panies, on the theory that a bridge company is a quasi pub- lic corporation. 139 A by-law restricting proxies to stock- holders has been declared invalid. 140 Where the by-laws provide that a majority vote of the directors shall deter- mine the action of that body, it has been held that a ma- jority of the whole number of directors must be present; but if a majority of those present concur in a resolution; it is binding. 141 A regulation of an incorporated associa- tion providing that stockholders shall have one vote for each share held up to ten shares, and fixing the proportion i3f Union Nat. Bank v. Scott (1900) 53 App. Div. 65, 66 N. T. Supp. 145. las state v. Tudor (1812) 5 Day (Conn.) 329; People v. Crossley (1873) 69 111. 196. In Philips v. Wickham (1829) 1 Paige (N. Y.) 590, 598, this seems to have been considered a doubtful question. 189 Taylor v. Griswold (1834) 14 N. J. Law, 227. Contra, State v. Tudor (1812) 5 Day (Conn.) 329. wo in re Lighthall Mfg. Co. (1888) 47 Hun (N. Y.) 258; People's Home Savings Bank v. Superior Court (1894) 104 Cal. 649, 38 Pac. 452. 1*1 Foster v. Mullanphy Planing-Mill Co. (1887) 92 Mo. 79, 4 S. W. 260. (58) Ch. 3] SUBJECT-MATTER OF BY-LAWS. § 53 which their votes shall bear to their shares when above that number, is valid. 142 Where the power of electing di- rectors is lodged by statute in the hands of the stock- holders, a corporation cannot by its by-laws either give or take it away. 143 Where the charter declares that the act of a majority of the trustees duly assembled as a board shall be valid as a corporate act, a by-law which authorizes the election of a trustee to fill a vacancy by a less num- ber than a majority is void as contrary to the charter. 144 Same — Quorum. § 53. A by-law which provides that, where one-third or more of the directors are present at the regular meeting, they shall have power to adjourn to another day, is rea- sonable. 145 And a by-law which declares that five direct- ors, including the president, or seven directors without him, shall constitute a quorum for the transaction of the ordinary business of the company, is valid, although the company's charter provides that the corporate powers of the company shall be exercised by a board of directors, to consist of twenty-three persons. 146 A by-law which provides for an annual meeting of a corporation, at which the officers of the company shall be chosen, does not neces- sarily limit the business that may be transacted at such "2 Commonwealth v. Detwiller (1890) 131 Pa. St. 614, 18 Atl. 990. 1*3 Brewster t. Hartley (1869) 37 Cal. 24, 1 Am. Corp. Cas. 237. 1** State v. Curtis (1874) 9 Nev. 336. i« Smith v. Law (1860) 21 N. Y. 296. "«Hoyt v. Sheldon (1858) 3 Bosw. (N. Y.) 287; Hoyt v. Thompson (1869) 19 N. Y. 215. (59) § 54 BY-LAWS. [Ch. 3 meeting to the election of officers. 147 Where the act under which the corporation is organized declares what shall be the qualifications of members who are allowed to vote for officers, a corporation cannot by by-law impose additional qualifications; 1 * 8 and a by-law providing and authorizing any stockholder to challenge votes, and allow the inspect- ors to require the person whose vote is challenged to make answer under oath to the matters set up in the chal- lenge, or else lose his vote, is void. 149 It is proper, how- ever, to provide by by-law that the president of a corpora- tion shall appoint inspectors of election, and that ballots on which is written anything except the names of candi- dates shall not be counted. 150 Under a by-law which re- quires a majority of the stock to be represented at a meet- ing before any business is transacted, a stockholders' meet- ing at which less than a majority is represented cannot elect officers. 151 Assessments and dues. § 54. The regulation of assessments on stock and of dues payable by the members is another matter that is i« Warner t. Mower (1839) 11 Vt. 392. us people v. Phillips (1845) 1 Denio (N. Y.) 398. i« People v. Kip (1822) 4 Cow. (N. Y.) 382. iso Commonwealth v. Woelper (1817) 3 Serg. & R. (Pa.) 31. i»i Ellsworth Woolen Mfg. Co. v. Faunce (1887) 79 Me. 440. In this case there was present at the meeting a majority of all the stock that had been issued, hut not a majority of all the authorized stock. But this case is qualified so as to be, in effect, overruled by the later case of Castner v. TwitcheU-Champlin Co. (1898) 91 Me. 524, 40 Atl. 558. (60) Ch. 3] SUBJECT-MATTER OF BY-LAWS. § 55 often regulated by by-laws. But where the stockholders are not personally liable for assessments without an ex- press provision therefor, a by-law which provides that, if the stock of a delinquent stockholder shall not sell for enough to pay the assessment thereon, the stockholder shall be personally liable to the corporation for the de- ficiency, is invalid. 152 The dues imposed upon members should be reasonable. In a case in Pennsylvania it ap- peared that a volunteer fire company had been incorporat- ed for the promotion of the public good by the extinguish- ment of fires. By reason of the creation of a paid fire department, the company ceased to run to fires, and it then sold its engine and leased its house. After this a by-law was passed increasing the monthly dues payable by the members from twelve and a half cents per month to two dollars per month, and the court held that such by-law was invalid. 153 Same — Reasonableness. § 55. It was held in an English case that a by-law of an incorporated company of tobacco pipe makers, provid- ing that every freeman using or not using the trade of pipe making should pay a yearly contribution to the company, was bad, inasmuch as it did not appear that any rightful expenditure of the company required such a tribute. 154 152 Kennebec & P. R. Co. v. Kendall (1850) 31 Me. 476; Jay Bridge Corp. v. "Woodman (1850) 31 Me. 573. "SHibernia Fire Engine Co. t. Harrison (1880) 93 Pa. St. 268. 164 Company of Tobacco Pipe Makers v. Woodroffe (1828) 7 Barn. & C. 838. (61) § 56 BY-LAWS. [Ch. 3 A by-law of an insurance association authorizing sus- pension from benefits for failure to pay assessments may lawfully provide that payments after such suspension shall not constitute a waiver of the by-law. 15B When the by- laws of a benefit society provide that members shall be notified of assessments, but do not state how they are to be notified, notice must be personal, since the effect of neg- lecting such notice may result in pecuniary loss. 156 When the charter provides for assessments, but does not say who shall make them, the directors may by by-law authorize their executive committee to make them. 16 " Transfer of stock. § 56. The mode of transferring stock is also frequently regulated by the by-laws. It has been held that a transfer of stock not entered on the books of the corporation, in ac- cordance with its by-laws, is invalid as against the cor- poration, 188 and does not constitute the transferee a mem- ber of the corporation; 159 and where the by-laws prescribe 155 Schmidt v. Supreme Tent, K. of M. (1897) 97 Wis. 532, 73 N. W. 22. "6 Fields v. United Brotherhood of C. & J. (1895) 60 111. App. 258; Wachtel v. Noah W. & O. Benev. Soc. (1881) 84 N. Y. 28, 38 Am. Rep. 478. 167 Fee v. National Masonic Ace. Ass'n (1900) 110 Iowa, 271, 81 N. W. 483. 168 stockwell v. St. Louis Mercantile Co. (1880) 9 Mo. App. 133. But this would not be true if the corporation had in any manner waived the requirement. Isham v. Buckingham (1872) 49 N. Y. 216, 221. 159 Marlborough Mfg. Co. v. Smith (1818) 2 Conn. 583; Vansands v. Middlesex County Bank (1857) 26 Conn. 153. (62) Ch. 3] SUBJECT-MATTER OF BY-LAWS. § 57 that transfers of stock shall be under seal, a transfer not under seal confers on the transferee no right to com- pel the corporation to issue a new certificate to him. 180 A by-law which provides that transfers of stock shall be made by assignment on the treasurer's book, either in per- son or by attorney on surrender of the certificate and the issue of a new certificate, requires a written assignment on the treasurer's book subscribed by the assignor or his authorized attorney to constitute a transfer of stock. 161 And where a by-law provides that no shares of stock shall be transferred on the books of the corporation until the certificate is" surrendered or shown to be lost, the heirs of a deceased stockholder cannot compel the corporation to issue a new certificate to them until they have either sur- rendered the former certificate, or shown it to be lost. 162 Same — Irregular transfers, § 57. In the absence of by-laws regulating the mode in which stock shall be transferred, transfers must be made in the manner prescribed by the usages of the company, or as set forth in its certificates of stock. 163 And although the by-laws require the entry of transfers of shares to be made on a stock ledger, if in fact no stock ledger is kept, and a transfer is entered, according to the custom of the company, on the subscription list, and an assignment is ieo Bishop v. Globe Co. (1883) 135 Mass. 132. isi Marlborough Mfg. Co. v. Smith (1818) 2 Conn. 583; Lippitt v. American Wood Paper Co. (1885) 15 R. I. 141, 23 Atl. 111. 162 State v. New Orleans & C. R. Co. (1878) 30 La. Ann. 308. i6s State v. MclTer (1870) 2 S. G. 25. (63) § 58 BY-LAWS. [Ch. 3 indorsed on the shares, and a new certificate issued by the company, the latter cannot deny the validity of the trans- fer. 164 Where stock of a corporation is by charter or by- law transferable only on its books, a purchaser receiving a certificate gets the entire interest of the seller ; but if he neglects to have the transfer made on the books of the cor- poration until after such stock has been transferred to a bona fide holder without notice, he loses the right to have the transfer made to him, but the corporation would be liable to the holder of such certificate for permitting the stock to which he was entitled to be transferred to an- other. 166 Of course by-laws requiring transfers of stock to be made at the office of the company upon surrender of the old certificate do not preclude an equitable assignment by delivery. 16 * Same — Same. § 58. As between the parties to the transaction, the sale of stock accompanied by delivery of the certificate passes good title to the vendee in spite of a by-law forbid- ding a transfer of stock by mere delivery of the stock cer- tificate without a transfer on the books of the company, 167 i«4 Stewart v. Walla Walla P. & P. Co. (1889) 1 Wash. St. 521, 20 Pae. 605. 165 New York & N. H. R. Co. v. Schuyler (1865) 34 N. Y. 30. i«« Reed v. Copeland (1883) 50 Conn. 472, 47 Am. Rep. 6€3. 167 Moore v. Bank of Commerce (1873) 52 Mo. 379; Wilson v. St. Louis & S. F. Ry. Co. (1891) 108 Mo. 588, 18 S. W. 286; Sargent v. Essex Marine Ry. Co. (1829) 9 Pick. (Mass.) 201; Sargent v. Franklin Ins. Co. (1829) 8 Pick. (Mass.) 90; McNeil v. Tenth Nat. Bank (1871) 46 N. Y. 331; Isham v. Buckingham (1872) 49 N. Y. 222; Cornick v. (64) Ch.3] SUBJECT-MATTER OP BY-LAWS. §59 or in spite of by-laws which declare that stock can only be transferred upon the surrender of the certificate to the president or secretary, and its cancellation by them. 168 The vendee in such case acquires by his purchase an equi- table title to the stock purchased by him/ 69 but he holds such title subject to all equitable rights of the corporation against his vendor in regard to such stock, 170 and the ven- dor remains subject to the liabilities of a stockholder. 171 Where the owner of stock has assigned and transferred the certificate issued to him, and the corporation, without valid reason, refuses to make the transfer, this amounts to a waiver of the requirements as to transfer, and the corpo- ration is bound to recognize the title of the assignee as if the formal transfer had been made. 172 Although the by- laws of a mutual insurance company contemplate the as- signment of policies in writing, and the policies provide that assignments shall be made in accordance with the by- laws, an assignment not in writing carries the equitable title to a policy. 173 Same — Restriction of transfer. § 59. The power to regulate the transfer of stock does Richards (1879) 3 Lea (Tenn.) 6; Chemical Nat. Bank v. Colwell (1892) 132 N. Y. 250, 30 N. E. 644. 188 Seeligson v. Brown (1884) 61 Tex. 114. 169 Planters' & Merchants' Mut. Ins. Co. v. Selma Savings Bank (1879) 63 Ala. 585; Reed v. Copeland (1883) 50 Conn. 472, 47 Am. P'„. 663. "ostehbins v. Phoenix Fire Ins. Co. (1833) 3 Paige (N. Y.) 350. m Dane v. Young (1872) 61 Me. 160. i« Robinson v. National Bank of New Berne (1884) 95 N. Y. 637. m Cannon y. Farmetfi' Mut Fire Ass'n (1899) 58 N. J. Eq. 102, 43 Att. 281. ( 65 > •oisot By Laws — 5. § 59 BY-LAWS. [Ch. 3 not include the power to restrict such transfer, and there- fore a by-law prohibiting the alienation of stock is void, 174 and so is a by-law which provides that the validity of a transfer of stock shall depend upon the approval and ac- ceptance of the directors, 175 or upon the consent of all the stockholders, 176 since such by-laws would impose an un- warrantable restriction upon the sale of personal prop- erty, and would therefore be in restraint of trade. A by- law prohibiting the transfer of stock except to the corpo- ration is void, although indorsed on the certificates. 177 A statute authorizing corporations to make by-laws con- sistent with the laws of the state does not authorize a by- law requiring stockholders, before selling their stock, to offer it first to the corporation, since a corporation can- not, in the absence of express authority, restrict the right of a stockholder to dispose of his stock. 178 So a by-law requiring that stockholders shall first offer it to the di- rectors, 179 or to the other stockholders at a price named, 18 ® is an unreasonable restraint upon the alienation of prop- erty. A by-law of a bank providing that all stock sold or 174 Moore v. Bank of Commerce (1873) 52 Mo. 379. 175 Farmers' & Merchants' Bank v. Wasson (1878) 48 Iowa, 339. 176 in re Klaus (1886) 67 Wis. 401. 177 Herring v. Ruskin Co-operative Ass'n (Tenn. Ch. App.; 1899) 52 S. W. 327. 178 Ireland v. Globe Milling Co. (1898) 21 R. I. 9, 41 Atl. 258; Ire- land v. Globe M. & R. Co. (1895) 19 R. I. 180, 32 Atl. 921. 179 BrinkerhofE-Farris T. & S. Co. v. Home Lumber Co. (1893) 118 Mo. 447, 24 S. W. 129. iso Victor G. Bloede Co. v. Bloede (1896) 84 Md. 129, 33 L. R. A. 107. (66) Ch. 3] SUBJECT-MATTER OF BY-LAWS. § 60 transferred shall be conveyed with the express condition that it will be voted in favor of all propositions submitted by the directors to increase the capital stock of the bank is void. 181 Same — Regulating manner of transfer. § 60. A charter which prescribes that the stock shall be transferable only on the books of the company, in such manner as the company shall by by-law direct, is sufficient to authorize the passage of a by-law providing that the board of directors shall prescribe the form of transfer to be registered by the clerk upon the books of the company, and requiring all transfers to be made in the prescribed form, and registered. 182 In a case decided by the supreme court of the United States, it appeared that a by-law of a national bank declared that its shares of stock should be transferable subject to the restrictions of the currency act. Afterwards congress repealed the section of the currency act containing such restrictions, but no amendment of the by-law was made by the bank. The court held that the by- law had no effect to continue such restrictions in force as to that particular bank after the repeal by congress. 183 A by-law which provides that stock in a banking corporation shall be transferable by indorsement in writing in the pres- ence of the cashier, or two other witnesses, is valid, and isiMcNulta v. Corn Belt Bank (1897) 164 111. 427, 45 N. E. 954. is2 Northrop v. Newton & B. T. Co. (1821) 3 Conn. 544; Northrop v. Curtis (1824) 5 Conn. 251; Oxford Turnpike Co. v. Bunnel (1827) 6 Conn. 552. i»» Bank v. Lanier (1870) 11 WalL (U. S.) 378. (67) § 61 BY-LAWS. [Ch. 3 under such by-law it is necessary that the witnesses should not only be present, but should attest the indorsement by their signatures. 184 A by-law of an insurance company providing that shares given in exchange for stockholders' notes and mortgages should not be transferred unless such notes were paid before transfer has been held to be an. un- reasonable discrimination against one class of stockhold- ers. 185 Creation of lien on stock. § 61. By-laws often attempt to create a lien upon the stock in favor of the company for any debts due the com- pany from its stockholders. This usually takes the form of a by-law forbidding the transfer of stock when the per- son wishing to make the transfer is indebted to the corpo- ration. Probably no question in regard to corporate by- laws has been more discussed by the courts than the ques- tion of the legality of such a by-law as this ; but its validity has been settled by a multitude of cases. The leading case on this subject is Child v. Hudson's Bay Co., decided in 1723. In that case a by-law provided that, if any mem- ber should be indebted to the company, his stock should first be liable for the debt due the company, and that the company might seize and retain the stock for the debt. Lord Macclesfield, in deciding the case, said: "This is a good by-law, for the legal interest of all the stock is in the company, who are trustees for the several members, and may order that the dividends * * * ghaii b e un( |er is* Dane v. Young (1872) 61 Me. 160. 185 Andes Ins. Co. v. Waters (1876) 1 Wkly. Law Bui. (Ohio) 172. (68) Ch. 3] SUBJECT-MATTER OF BY-LAWS. § 62 particular restrictions or terms." 188 This case has been cited and relied on as authority ever since, as sustaining the doctrine that a corporation may by its by-laws forbid a transfer of the stock until the person making the trans- fer has paid up his indebtedness to the company. 187 Same — Operation of by-law. § 62. Such a by-law applies whether the debt of the stockholder is due or not. 188 A note of the stockholder to the corporation comes within the purview of such a by- law. 189 Such a by-law is not only valid as against the 186 Child v. Hudson's Bay Co. (1723) 2 P. Wms. 207. is- Morgan v. Bank of North America (1822) 8 Serg. & R. (Pa.) 88; Wain's Assignees v. Bank of North America (1822) 8 Serg. & R. (Pa.) 88; Tete v. Farmers' & Mechanics' Bank (1869) 4 Brewst. (Pa.) 308; McDowell v. Bank of Wilmington (1832) 1 Harr. (Del.) 27; Brent v. Bank of Washington (1836) 10 Pet. (U. S.) 614; Cunningham v. Ala- bama Life Ins. & T. Co. (1843) 4 Ala. 652; St. Louis Perpetual Ins. Co. y. Goodfellow (1845) 9 Mo. 149; Tuttle v. Walton (1846) 1 Ga. 43; Geyer v. Western Ins. Co. (1867) 3 Pittsb. R. (Pa.) 41; Lockwood v. Mechanics' Nat, Bank (1869) 9 R. I. 308; Mechanics' Bank v. Merchants' Bank (1870) 45 Mo. 513; Pendergast v. Bank of Stockton (1871) 2 Sawy. 108, Fed. Cas. No. 10,918; Young v. Vough (1873) 23 N. J. Eq. 325; Spurlock v. Pacific Railroad (1875) 61 Mo. 326; In re Bachman (1875) 2 Cent. Law J. 119, 12 Nat. Bank. Reg. 223; Bank of Holly Springs v. Pinson (1880) 58 Miss. 435; New London & Brazilian Bank ▼. Brocklebank (1881) L. R. 21 Ch. Div. 302; Stafford v. Produce Exchange Banking Co. (1898) 16 Ohio Cir. Ct. R. 50, 8 Ohio Dec. 483; Reading Fire Ins. & T. Co. v. Reading Iron Works (1890) 137 Pa. St. 282. 21 Atl. 170. i*8 St. Louis Perpetual Ins. Co. v. Goodfellow (1845) 9 Mo. 149; in re Bachman (1875) 2 Cent. Law J. 119, 12 Nat. Bank. Reg. 223; Knight v. Old Nat. Bank (1871) 3 Cliff. 429, Fed. Cas. No. 7,885. is» Cunningham v. Alabama Life Ins. & T. Co. (1843) 4 Ala. 652. (69) § 63 BY-LAWS. [Ch. 3 stockholder, but also against purchasers of stock at execu- tion sale, where such purchasers have notice of the by- law. 190 It has been held, however, that such a by-law would not affect the rights of an innocent purchaser for value without notice of the by-law. 191 Nor would such a by-law affect a transfer of stock made two days before the by-law was passed, though the transfer is not entered on the books of the company till after the by-law is passed. 192 A by-law providing that no transfer of stock shall be al- lowed so long as the holder is in arrears to the corporation, or is in any form indebted to it, does not justify the cor- poration in refusing to allow the transfer on the ground that the stock has not been fully paid up, where all the calls on such stock have been fully paid, since the stock- holder's liability for the unpaid portion of his stock does not constitute a debt, within the meaning of such by- law. 1BS Same — Scope of lien. § 63. Such a by-law creates a lien as against the stock- holder and his assignee for the benefit of creditors, wheth- er the stock stands in his name, or has merely been assign- lsoTuttle v. Walton (1846) 1 Ga. 43; Mechanics' Bank v. Merchants' Bank (1870) 45 Mo. 513. i9i Bank of Holly Springs v. Pinson (1880) 58 Miss. 435; Anglo- Californian Bank v. Grangers' Bank (1883) 63 Cal. 359; Lee t. Citi- zens' Nat. Bank (1872) 2 Cin. (Ohio) 298. i»2 People v. Crockett (1858) 9 Cal. 112. i93Kahn v. Bank of St. Joseph (1879) 70 Mo. 262. But see Io re Bachman (1875) 2 Cent. Law J. 119, 12 Nat. Bank. Reg. 223. (70) Ch.J 3 SUBJECT-MATTER OF BY-LAWS. § 64 ed to him by the former owner. 194 This lien is good not only between the parties, but also as to an attaching cred- itor of the stockholder. 195 The fact that stock is pledged to the corporation to secure the payment of a particular debt of the stockholder does not release such stock from the general lien created by the by-laws to secure all the debts of such stockholder due the corporation. 198 And a by-law of a bank providing that stockholders desiring to sell shall give the bank an option to purchase for ten days, after which they may sell at pleasure, does not waive the rights of the bank under a statute to a lien on the stock to secure debts due from stockholders. 197 Same — Validity of by-law. § 64. It is held in New York 198 and Louisiana 199 that by-laws of this character are invalid. The reasons given for the New York decisions are that the by-law is not rea- sonable, and that it creates a secret lien. The first reason is opposed to the weight of authority; the second reason would not apply to persons who had actual or construc- tive notice of the by-law. The reason given for the Louisi- 18* Wetherell v. Thirty-First St. B. & L. Ass'n (1894) 153 111. 361, 39 N. E. 143. 195 Farmers' & Traders' Bank v. Haney (1893) 87 Iowa, 101, 54 N. W. 61. 186 In re Peebles (1875) 2 Hughes, 394, Fed. Cas. No. 10,902. 197 Citizens' State Bank v. Kalamazoo County Bank (1896) 111 Mich. 313, 69 N. W. 663. i98Driscoll v. West Bradley & C. M. Co. (1874) 59 N. Y. 101; Bank of Attica v. Manufacturers' & Traders' Bank (1859) 20 N. Y. 501. i9»Bry 65 Ky. 254. ' 246 Bailey v. Master Plumbers (1899) 103 Tenn. 99, 52 s. W 853 And see Milwaukee M. & B. Ass'n v. Niezerowski (1897) 95 Wis 12Q 70 N. W. 166. 2«Sayre v. Louisville Union Benev. Ass'n (1863) 1 Duv (KLv 1 149. 6m 46 Bixpy v, grand Lodge, A. O. U. W. (1897) 101 Iowa, 505, 70 N. W. 737. 49 Killian v. Building & Loan Ass'n (1898) 21 Pa. Co. Ct. Hep. 58. el. Masonic Mut. Life Ass'n v. Jones (1893) 154 Pa. St. 107, 26 Atl. 255; Wilson v. Bryee (1899) 43 App. Div. 491, 60 N. V. Supp. 13g. 51 Grand Lodge, A. O. U. W., v. Noll (1892) 90 Mien. S7, 51 N. W. 268. (107) § 94 BY-LAWS. [Ch. 4 a blank form therein provided, to whom the amount of his benefit shall be paid upon his death, and requiring that the names of such beneficiaries shall be written in full, a des- ignation, "Payable to such parties as provided for in my will," is good. 62 But a rule requiring the insured to file a written petition with his court, stating the desired change of beneficiary, is not complied with by writing a note to the secretary, which the secretary destroyed as a mere memo- randum, after changing the beneficiary in the original cer- tificate ; nor is failure to file such a petition excused by the failure of the supreme court to provide application blanks in accordance with another rule. 63 When the by-laws pro- vide that a change of beneficiaries can be made only by sur- render of the old certificate, and the issue of a new one, a change cannot be made from a wife to another by will. 64 The administrator of the beneficiary named in the certifi- cate is entitled to the proceeds, though the beneficiary died before the insured, where the by-laws provide that the in- sured may change the beneficiary at will in writing on the certificate, and the insured failed to designate another beneficiary after the one named. 66 In an Illinois case it appeared that one by-law of a bene- fit society provided that "no will shall be permitted to con- trol the appointment or distribution of, or rights of any 62 Grand Lodge v. Ohnstein (1898) 85 111. App. 355. 53 Independent Order of Foresters v. Keliher (1899) 36 Or. 501, 59 Pac. 324, 1109, 60 Pac. 563. s* Charch v. Charch (1898) 57 Ohio St. 561, 49 N. B. 408. 55 Thomas v. Cochran (1899) 89 Md. 390, 43 Atl. 792. (108) Ch. 4] CONSTRUCTION OF BY-LAWS. 94 person to, any endowment payable by this order." An- other provided that, "in the event of the death of all the beneficiaries designated by a member in accordance with the by-laws of the order before the death of such member, if he shall have made no further disposition thereof, the benefit shall be paid" to certain designated persons. It was held that the first by-law was intended to secure the rights of persons named as beneficiaries in the certificate from subsequent disposition of the endowment by the mem- ber's will during their lifetime, and the second recognized the member's right, upon the death of his named benefici- ary, to dispose of the endowment by will to any person eligible as a beneficiary. 56 Under a by-law providing that, on the death of a member, it will pay a certain sum to his widow, child or children, parent or parents, etc., in whole or in part, in such proportions to each as the same shall have been assigned and made payable by the member by written notice filed with the secretary prior to his decease, the association is liable, in the absence of any assignment filed by such member, to pay to the persons designated, in the order named, the whole sum specified in the by-law. 57 A by-law providing that, in the absence of a widow or chil- dren, the fund shall be paid to the next of kin of the de- creased within the limit of representation prescribed by statute, has been construed to mean the statute existing at the time of the member's decease. 58 so High Court, C. O. of F., v. Malloy (1897) 169 111. 58, 48 N. E. 392. sTMunroe v. Providence Permanent F. R. Ase'n (1896) 19 R. I. 491, 54 Atl. 997. 68 Kemp v. New York Produce Exchange (1898) 34 App. Div. 175, 54 N. Y. Supp. 678. (109) § 94 BY-LAWS. [Ch. 4 In a recent Massachusetts case a by-law provided for a benefit to be paid to the person designated by a member in writing on the certificate or otherwise, and, in the absence of such designation, to the widow, if any, and so on. Afterwards the by-law was amended by making all benefits payable to such person or persons as the member's certifi- cate requires who may have an insurable interest, as pro- vided in the section defining the object of the association to be to assist the widows or orphans, or such other per- sons as may hold an assignment of the certificate at the time of the member's death. The society requested out- standing certificates to be surrendered, and new certifi- cates taken out, but the deceased member never took out a new certificate, nor designated a beneficiary in any way. The court held that the fund went to the widow, and not to the administrator of the estate of the deceased. 59 Where, under a by-law providing that no certificate shall be made payable to "estate," nor to other than those related by ties of consanguinity or affinity, a member, in his petition for membership, declares the benefit payable to his fiancee, it has been held that, in the absence of a clause prohibiting the corporation from contracting specially with a mem- ber for payment to other than the persons named, the benefit would go to the fiancee, she still being such at the member's death. 60 bo Hadley v. Odd Fellows' Beneficial Ass'n (1899) 173 Mass. 583, 54 N. E. 345. eo Jacobs v. Artisans' Order of Mutual Protection (1900) 9 Pa. Dist. Hep. 54. (HO), Ch. 4] CONSTRUCTION OF BY-LAWS. § 94 In an Illinois case it appeared that, although the statute required that benefits should be payable to an affianced husband or wife, a by-law provided that they should be payable only to kinsmen and those dependent upon the de- ceased. It was held that, where the deceased, in his appli- cation, directed that the benefit should be payable to his affianced wife, though the society refused to issue to him a certificate naming her as beneficiary, she could maintain an action therefor. 61 Where the constitution and by-laAvs of a mutual benefit association recognize as beneficiaries the heirs of a deceased member, the word "heirs," if not otherwise limited, means those who are entitled to receive the estate under the statute. 82 Where the by-laws pro- vided that a member might surrender his relief-fund cer- tificate, and a new certificate would be issued payable to the persons directed, and a member, holding a certificate which designated his daughter as beneficiary, inserted, on his second marriage, after his daughter's name, "and my wife," the wife acquired no title to any part of the pro- ceeds on the member's death. 63 It has been held that, where the by-laws reserve to members the power to change beneficiaries at will, a beneficiary acquires no vested inter- est in the fund. 64 «i Wallace v. Madden (1897) 168 111. 356, 48 N. E. 181. «2 Hanna v. Hanna (1895) 10 Tex. Civ. App. 97, 30 S. W. 820. «3 Thomas v. Thomas (1892) 131 N. Y. 205, 30 N. E. 61. e* Sabin v. Phinney (1892) 134 N. Y. 423, 31 N. E. 1087; Sofge v. Su- preme Lodge, K. of H. (1897) 98 Tenn. 446, 39 S. W. 853; Lane v. Lane (1897) 99 Tenn. 639, 42 S. W. 1058. (Ill) § 95 BY-LAWS. [Ch. 4 By-laws relating to benefits and loans. § 95. Compliance with the requirement of a benefit society that a member claiming sick benefits must furnish a statement of his case is not excused by his insanity. 66 And where the by-laws provide that no sick member shall recover benefits without producing a sworn certificate of a physician, the fact that the physician who attended a sick member refused to give a sworn statement because of conscientious scruples against making an oath does not excuse compliance. 66 A by-law of a building and loan association providing that loans shall be made only to members does not invali- date a loan which a member and an outsider jointly obli- gate themselves to pay. 67 Where the by-laws of a building association provide that borrowers from it "shall secure the payment of said loans, with legal interest, by satis- factory bond or mortgage upon real estate, the officers have authority to take both securities. 68 Where the by-laws provide that a member who shall find himself incapable of working by reason of sickness or accident shall receive a certain benefit, a member who be- comes totally blind as the result of a disease produced by an accidental injury to one of his eyes is entitled to the benefit. 69 Under a by-law providing that a member who es Walsh v. Consumnes Tribe, No. 14, I. O. R. M. (1895) 108 Cal. 496, 41 Pac. 418. ee Audette v. L'Union St. Joseph (Mass.; 1901) 59 N. E. 668. 6T People's B. & L. Ass'n v. Billing (1895) 104 Mich. 186, 62 N. W. 373. es Juniata B. & L. Ass'n v. Hetzel (1883) 103 Pa. St. 507. eoMoze v. Societe de Bienfaisance St. J. B. (1897) 167 Mass. 298, 45 N. B. 749. (112) Ch. 4] CONSTRUCTION OF BY-LAWS. § 95 becomes permanently disabled from following bis "usual or some otber occupation" should receive a certain bene- fit, a member who is disabled from following his usual em- ployment is entitled to such benefit, though he is not dis- abled from following some other employment. 70 But a member of a benefit society who loses the fingers of one hand cannot recover under a by-law providing for pay- ment of part of the endowment to those "who shall be- come permanently and totally disabled * * * to per- form or direct any kind of labor or business." 71 Insanity is a sickness, within the meaning of a by-law making an allowance for sick benefits. 72 A provision in the by-laws of a benefit society that a member obtaining membership by false statements as to his age shall be expelled, and for- feit all benefits, relates to proceedings which may be taken during a member's lifetime, and does not prevent the bene- ficiary from recovering after his death. 73 A by-law allow- ing a member a sick benefit of five dollars "per week dur- ing thirteen weeks only of the same year" refers to a period: of a year, and not to a calendar year. 74 70 Neill v. Order of United Friends (1894) 78 Hun, 255, 28 N. Y. Supp. 928. « Supreme Tent, K. of M., t. King (1898) 79 111. App. 145. " Robillard v. Societe St. J. B. de C. (1898) 21 R. I. 348. 43 Atl. 63& to Supreme Council of C. B. L. v. Boyle (1894) 10 Ind. Ann. 301, 33 N, B. 1105. « Thibeanlt v. St Jean Baptist Ass'n (1899) 21 R L 161; 42 Atl. 518.. (113) Boisot By Laws — 8. CHAPTER V. EFFECT OF BY-LAWS. On the Corporation. § 96. Application to corporation. 97. Same. 98. Rights under waiver by law. 99. Same. 100. Estoppel to urge. 101. Effect of violation. 102. Same — Not ground for dissolution. Ott THE DlBECTORS. $ 103. Right to waive. 104. Violation. 105. By-laws regulating powers. On the Officers. § 106. Application to officers. 107. Effect of violation. On the Stockholders or Members. § 108. Application to stockholders and members. 109. Same. 110. Same. 111. Waiver. 112. Estoppel to attack. 113. Same. 114. Effect of violation. 115. Same. 116. Conduct of meetings. 117. Transfer of stock. (114) Cfc 5] EFFECT OF BY-LAWS. g 96 118. Changes in Dy-laws. 119 Sam© — Changes held valid. 120. Same — Changes held invalid. 121. Same — By-laws as part of member's contract. 122. Same — Reservation of right to amend. 123. Same — Lawful and reasonable amendments only. 124. Same — Impairment of contract not allowed. 125. Same — Membership rights and insurance rights distinguished. 126. Same — Reservations upheld. 127. Same — Slight changes. 128. Same — Vested rights. 129. Same — What ape vested rights. 130. Same — Same. 131. Same — Acquiescence and beneficial alterations. On Third Persons. § 132. Not binding on strangers. 133. Illustrations. 134. Implied assent sufficient. 135. Who is stranger. 136. What is implied notice. 137. Limitations of power of officers. 138. The rule in New York. 139. The rule in Massachusetts — Bona flde dealers not affected. 140. The rule in Illinois — Same. 141. Assignment of shares contrary to by-law. 142. Rights of creditors. 143. Rights of third persons under by-laws. 144. Right to attack by-laws. 145. Beneficiary bound by by-law. 146. Involuntary relation to corporation. On the Corporation. Application to corporation. § 96. As a general rule, the corporation itself is sub- (115) § 97 BY-LAWS. [Ch . 5 ject to the restrictions contained in its by-laws, 1 and is en- titled to rely upon such by-laws in its dealings with its members and with third persons. Thus, it has been held that a transfer of stock not entered on the books of the corporation in accordance with its by-laws is invalid as against the corporation. 2 And where the authority of the officers is defined by the by-laws, acts of such officers in ex- cess of the powers conferred by the by-laws do not, in the absence of ratification, bind the corporation. 3 Same. § 97. A savings bank is liable to its depositors for money paid out on forged orders not properly witnessed as required by the by-laws, since the depositors have a right to rely on the published by-laws as to the mode in which money can be withdrawn. 4 And under by-laws pro- viding that a new member must be approved by a vote of the society, and that the object for which a special meet- ing is called must be stated, members cannot be admitted at a special meeting held under a call which contained no article for the admission of members. 5 Where the by-laws provide for the imposition of a specified fine for a certain violation of the by-laws, the society has no authority to im- i Covenant Mut. Ben. Ass'n v. Spies (1885) 114 111. 463, 468, 2 N. B. 482. 2 Stockwell v. St. Louis Mercantile Co. (1880) 9 Mo. App. 133. « Adriance v. Roome (1868) 52 Barb. (N. Y.) 411. * People's Sav. Bank v. Cupps (1879) 91 Pa. St. 315. » Gray v. Christian Society (1884) 137 Mass. 33L (116) Oh. 5] EFFECT OF BY-LAWS. § 98 pose a larger fine. 6 Of course a corporation is held to a strict observance of all the formalities prescribed by the by-laws in the infliction of penalties and forfeitures. 7 Where an officer of a corporation receives money contrary to the by-laws, and embezzles the same, the corporation cannot recover therefor on a bond given by him condi- tioned for his accounting for all money received by him, since the corporation is bound by the by-law. 8 Bights under waiver by law. § 98. A corporation cannot assert rights under a by- law which it has waived. Thus, where a by-law declaring a lien on the stock directs that the certificates of stock shall contain notice of such provision, the corporation can- not assert such lien as against purchasers of stock, where the certificates contain no such notice. 9 And where a by- law requires the consent of the directors to a transfer of stock by a stockholder who is indebted to the company, but in the practice of the company such cases were never brought before the board, a transfer by such stockholder^ made without such consent, but in the presence of the sec- retary, according to the usage of the company, is good as against the company. 10 «Meurer v. Detroit Musicians B. & P. Ass'n (1893) 95 Mich. 451, 54 N. W. 954. i Supreme Lodge, K. of H., v. Dalberg (1891) 138 111. 508, 28 N. E. 785; Wachtel v. Noah W. & O. Benev. Soc. (1881) 84 N. Y. 28; Davis v. Atkinson (1900) 67 N. Y. Supp. 851. And see post, c. 6. s Sperry v. Dransfield (1884) 2 New Zealand (Sup. Ct.) 819. • Bank of Holly Springs v. Pinson (1880) 58 Miss. 438. " Chambersburg Ins. Co. v. Smith (1849) 11 Pa. St. 120. (117) § 99 BY-LAWS. [Qh. 5 Where an assessment was paid in accordance with a certain method sanctioned by the lodge, but different from that prescribed by the by-laws, the association is estopped from declaring a forfeiture. 11 Same. § 99. So, too, a policy of insurance issued by a mutual insurance company in a case where insurance is forbidden by the by-laws is not invalid, since the issue of the policy is a waiver of the by-law. 12 Where by-laws which have been made by the directors, and which the directors are there- fore competent to waive, prescribe what notice must be given for meetings of the directors, a contract entered into by the directors in behalf of the corporation at a meeting of which no such notice has been given is not invalid, since the action of the directors in entering into a contract at such a meeting would, so far as the other party to the con- tract is concerned, constitute a waiver of the by-law. 13 And a by-law requiring the clerk of the corporation to be sworn does not authorize the corporation, when sued for dividends, to set up in defense that the clerk who executed "National Gross Loge v. Jung (1896) 65 111. App. 313. See, also, Piquenard v. Libby (1879) 7 Mo. App. 564; Patrons' Mut. Aid Soc. v. Hall (1898) 19 Ind. App. 118, 49 N. E. 279. 12 Campbell v. Merchants' & Farmers' Mut. Fire Ins. Co. (1858) 37 N. H. 41. is Samuel v. Holladay (1869) 1 Woolw. 400, Fed. Cas. No. 12,288, 1 Am. Corp. Cas. 139; Samuels v. Holliday (1868) McCahon (Kan.) 214. A contrary conclusion was reached in a California case, in which it did not appear who adopted the by-law. Smith v. Dorn (1S92) 96 Cal. 73, 30 Pac. 1024, 5 Nat. Corp. Rep. 150. (118) Oh. 5] EFFECT OF BY-LAWS. § 100 the instrument under which the plaintiff claims title to his shares of stock was not sworn. 14 Where the by-laws of an unincorporated benefit associa- tion provide that, if the dues of its members should fall be- low a certain sum per month for three successive months, it should be disbanded, that contingency does not ipso facto terminate the association, since the by-law may be waived. 16 Estoppel to urge. § 100. A corporation cannot escape liability upon exe- cuted contracts by virtue of its own by-laws. Thus, where a corporation has received the benefit of services, it cannot repudiate its indebtedness therefor on the ground that its by-laws do not permit it to run in debt without the order of its directors, 18 or that the contract was made by one offi- cer, while the by-laws directed it to be made by another. 17 And the by-law of a manufacturing corporation limiting the purchasing power of the officers does not invalidate an executed purchase in excess of such limitation, where the seller had no notice of the by-law. 18 A by-law of a savings bank that deposits may be paid to any one presenting the pass-book does not, though assented to by the depositors, relieve the bank from the duty of exercising reasonable care. 19 I* Hastings v. Blue Hill Turnpike Corp. (1829) 9 Pick. (Mass.) 82. ib Atnip v. Tennessee Mfg. Co. (Tenn. Ch. App.; 1898) 52 S. W. 1093. 16 Donovan v. Halsey Fire Engine Co. (1885) 58 Mich. 38. " Smith v. Martin Anti-Fire Car Heater Co. (1892) 19 N. Y. Supp. 285. is Ten Broek v. Winn Boiler Compound Co. (1885) 20 Mo. App. 19. io Kimball v. Norton (1879) 59 N. H. 1; Appleby v. Erie County Sav- (119) § 101 BY-LAWS. [Ch. 5 Effect of violation. § 101. By-laws of a corporation as to periodical ex- aminations of its business by the directors are for its own security only, and the failure of the company to enforce such by-laws does not discharge the sureties upon the bonds of its officers. 20 For the same reason, the neglect by its officers in a single instance to obey a by-law which di- rects cancellation of all certificates of stock surrendered for transfer before issuing new certificates is not such negligence as will render a corporation liable, at the suit of an innocent third party, for the value of certificates which should have been canceled, but which were fraudu- lently pledged to such party by the manager of the corpora- tion as security for a loan made to himself personally. 21 Where the by-laws require the corporate meetings to be held at the corporation's counting room, and it appears that a meeting was held at the dwelling house of its gen- eral agent, it will be presumed, in the absence of evidence to the contrary, that the counting room was for the time being at that place. 22 If a corporation refuses to grant to a member any benefits that have been secured to him by its ings Bank (1875) 62 N. Y. 17; Kummel v. G-ermania Savings Bank (1891) 127 N. Y. 488, 28 N. E. 398; Wall v. Emigrant Industrial Sav- ings Bank (1892) 19 N. Y. Supp. 194. 20 State v. Atherton (1867) 40 Mo. 209; Morris Canal & Banking Co. v. Van yorst (1847) 21 N. J. Law, 100. 2i Knox v. Eden Musee American Co. (1896) 148 N. Y. 441, 42 17. E. 988. 22 McDaniels v. Flower Brook Mfg. Co. (1850) 22 Vt. 274. (120) Oh. 5] EFFECT OF BY-LAWS. § 102 by-laws, the member has a right of action against the cor- poration therefor f 3 and a corporation has no right to pun- ish a member for acts which, under the by-laws, are not punishable. 2 * Same — Not ground for dissolution. § 102. Where the statute under which a corporation is organized provides that the directors shall be annually elected by the stockholders at such time and place and upon such notice as shall be directed by the by-laws, an annual meeting cannot be held except by unanimous con- sent until notice of such meeting is given according to the by-laws. 28 The act of an association in deposing its presi- dent in a manner contrary to the by-laws, although illegal, is not a ground for decreeing the dissolution of the cor- poration, where the president himself acquiesces at the time in the act of the association. 26 A by-law of a cor- poration providing that it shall be dissolved on a certain day puts an end to it on that day ; its continuance is merely permissive, but it is subject to the same rules so long as the stockholders continue to act. 27 It has been held that, in an action where a loan made by a corporation would be usurious unless the corporation were a building and loan association, the by-laws are admissible in evidence against as Dolan v. Court of Good Samaritan (1880) 128 Mass. 437. 2* People v. American Institute (1873) 44 How. Pr. (N. Y.) 468. 25 San Buenaventura Mfg. do. v. Vassault (1875) 50 Cal. 537. s« Industrial Trust Co. v. Green (1892) 17 R. I. 586, 23 Atl. 914. « Merchants' & Planters' Line v. Waganer (1882) 71 Ala. 581, 10 Am. Corp. Cas. 12. (121) § 104 BY-LAWS. [ Ch . S the corporation to show that its business was not that of a building and loan association. 28 On the Directors. Right to waive. § 103. Directors are, of course, presumed to be cog- nizant of the by-laws. 29 But in considering the effect of by-laws upon directors, there is an important distinction to be made between by-laws adopted by the stockholders and by-laws adopted by the directors themselves. When by-laws are adopted by stockholders, they are binding upon the directors in the same way that the charter and the statutes are. The directors have no more power to modify or waive them than they have to modify or waive the provisions of the charter or of the statutes ; but where the by-laws have been made by the directors, they are bind- ing upon the directors to no greater extent than an act of the legislature is binding upon a subsequent legislature, The power that made can also repeal. A by-law made by the directors may be waived by them. 30 Violation. § 104. Where, however, the directors violate a by-law made by the stockholders, they are responsible to the cor- poration therefor. Thus, where the directors of a build- ing and loan association make loans in violation of the by- 28 White v. Interstate B. & L. Ass'n (1898) 106 Ga. 146, 32 S. B. 26. 2» Mutual Life Ins. Co. v. McSherry (1887) 68 Md. 41, 11 Atl. 577. so Campbell v. Merchants' & Farmers' Mut. Fire Ins. Co. (1858) 37 N. H. 41. (122) Ch. 5] EFFECT OF BY-LAWS. § 105 laws, they are liable to the association for any loss there- by caused. 31 Where directors meet at a place other than that designated in the by-laws, to elect a president, such election is void. 32 It has been held that a by-law of an in- surance company which provides that a special meeting of the company shall be called by the president, or, in his absence, by the secretary, on application made in writing by ten members, does not by implication preclude the di- rectors from calling special meetings without such appli- cation. 33 But where the by-laws provide that all meetings of the directors shall be specially called, a meeting of a part, although a majority, of the members of the board of directors, not called in pursuance of the by-laws, is not a legal meeting. 34 By-laws regulating powers. * § 105. Where the by-laws of a mutual benefit insurance company provide that assessments shall be levied by the board of directors, the board cannot delegate that power to the president and secretary. 36 Under a by-law attach- ed to an insurance policy authorizing the directors to re- ceive, as a member, an assignee thereof, on his giving a new si Citizens' Building Ass'n v. Coriell (1881) 34 N. J. Eq. 383. 82 Waterman v. Chicago & I. R. Co. (1892) 139 111. 658, 29 N. B. 689. 33 Citizens' Mut. Fire Ins. Co. v. Sortwell (1864) 8 Allen (Mass.) 217. But see Smith v. Dorn (1892) 96 Cal. 73, 30 Pac. 1024, 5 Nat. Corp. Rep. 150. a* Mast Buggy Co. v. Litchfield F. H. & I. Co. (1893) 55 111. App. 98. 85 Garretson v. Equitable Mut. L. & E. Ass'n (1895) 93 Iowa, 402 61 N. W. 952. (123) § 106 BY-LAWS. [Ch. 5 note, no acts or declarations of the directors tending to create a membership without taking a new note can oper- ate as an estoppel against the company. 36 Where a by- law provides that any person chosen a director should cease to be one when he ceased to be a proprietor, this, by implication, renders any one not a proprietor ineligible to the office. 37 On the Officers. Application to officers. § 106. By-laws of a corporation are binding upon its officers^ even though such officers are not members of the corporation. 38 The reason is that the officers are presum- ed to have access to the records of the corporation, and therefore to be fully advised in regard to its by-laws. Having this notice of the by-laws, their acceptance of office implies an assent to them. The enumeration in the by- laws of certain specified powers bestowed upon the offi- cers does not, at least so far as third persons are con- cerned, forbid the officers from binding the corporation by acts which, though not within the enumerated powers, are within the authority which the titles of the officers so Cannon v. Farmers' Mut Fire Ass'n (1899) 58 N. J. Eq. 102, 43 Atl. 281. 87 Despatch Line of Packets v. Bellamy Mfg. Co. (1841) 12 N. H. 205. as Bank of Wilmington v. Wollaston (1840) 3 Harr. (Del.) 90; Hunter t. Sun Mut. Ins. Co. (1874) 26 La. Ann. 13; Ellis v. North Carolina Inst, for Deaf, Dumb & Blind (1873) 68 N. C. 423, 5 Am. Corp. Cas. 591. And see Jones v. Vance Shoe Co. (1900) 92 111. App. 158. (124) Ch. 5] ErFECT OF BY-LAWS. § 107 usually imply. 39 Thus in a case in Illinois it appeared that a deed purporting to convey land from a railroad company was executed by its president alone, while the by- laws required that all deeds should be countersigned by the secretary. The court held that the deed was good, saying: "By-laws are private, and only accessible to the officers of the company. Strangers to the company can- not be bound by the rules adopted for the government of the company. The charter did not require the deed to be attested by the secretary, and persons not officers of the company cannot be required to know the provisions of their by-laws." 40 Effect of violation. § 107. Where the by-laws provide that meetings of stockholders shall be called by the directors, the president cannot, without the action of the board, call such a meet- ing. 41 Where the by-laws of a bank forbid loans to be made without the approbation of the finance committee, and the president makes a loan without submitting it to the committee, he is responsible to the bank for any loss that may result from such loan. 42 Officers empowered to purchase property may contract for payment, notwith- standing a by-law forbidding the contracting of any debt »»Fay v. Noble (1853) 12 Cush. (Mass.) 1; Smith v. Martin Anti-Fire Car Heater Co. (1892) 19 N. Y. Supp. 285; Arapahoe C. & L. Co. v. Stev- ens (1889) 13 Colo. 540, 22 Pac. 825. 40 Smith v. Smith (1872) 62 111. 496. *i State v. Pettineli (1875) 10 Nev. 141. « Oakland Bank v. Wilcox (1882) 60 Ca). 140. (125) § 103 BY-LAWS. [Ch. 5 except by order of the board of directors. 48 Where the by-laws of a building association required dues and assess- ments to be paid to the secretary at weekly meetings, and also required him to give bond for the faithful perform- ance of his duties, such bond covers all money received by him in his official capacity, whether paid at the times re- quired or not. 44 Ow the Stockholders ob Members. Application to stockholders and members. § 108. Stockholders and members of a corporation are, of course, bound by the by-laws. 45 They are bound by vir- tue of their assent to the by-laws. 46 Sometimes such assent is express, as in cases where each member signs the by- laws, or where he signs a contract with the corporation by which he agrees to become bound by the by-laws. But even where there is no such express assent, the mere act of joining the corporation, or of purchasing stock therein, is a constructive assent to the legal by-laws of the corpora- tion. 47 The consideration of such assent is the privilege is Arapahoe C. & L. Co. v. Stevens (1889) 13 Colo. 534, 22 Pac. 823. "Tyler v. Old Post Bldg. Ass'n (1882) 87 Ind. 323. « Covenant Mut. Ben. Ass'n v. Spies (1885) 114 111. 463, 468, 2 N. E. ■482; Espy v. American Legion of Honor (1893) 7 Kulp (Pa.) 134. 4« State v. Overton (1854) 24 N. J. Law, 440, 61 Am. Dec. 675; Morgan v. Ban 1 .: of North America (1822) 8 Serg. & R. (Pa.) 88, 11 Am. Dec. 575; Thomas v. Musical Mut. Protective Union (1890) 121 N. Y. 45, 56, 24 N. E. 24. 47Anacosta Tribe v. Murbach (1858) 13 Md. 94; Baur v. Samson Lodge (1885) 102 Ind. 267; SasseDscheidt v. Fresco Painters' Ben. Union (1875) 1 City Ct. Rep. (N. Y.) 9; Turtle v. Walton (1846) 1 Ga. (126) Ch- 5] EFFECT OF BY-LAWS. § 109 of becoming a member of the association. 48 It is not even necessary to show that the stockholders or members have actual knowledge of the by-laws, since they are chargeable with notice of them from the mere fact of their connection with the corporation. 49 Thus, a bank stockholder who borrows money from the bank is chargeable with notice of a by-law forbidding the transfer of stock by those indebted to the bank. 50 Same. § 109; By-laws within the scope of the charter are as binding on the members of the corporation as the pro- visions of the charter itself.* 1 So, where a certificate of stock recited that it was subject to the constitution and the by-laws, representations of an agent of the company in conflict therewith do not estop the corporation. 62 And a ■49; Came v. Brigham (1854) 39 Me. 38; McFaddon v. County of Los Angeles (1888) 74 Cal. 571; Crittenden v. Southern Home B. & L. Ass'n (1900) 111 Ga. 266, 36 S. E. 643; Smith v. Pinney (1891) 86 Mich. 484, 49 N. W. 305; People's B., L. & S. Ass'n v. Tinsley (1898) 96 Va. 322, 31 S. E. 508; Paton v. Newman (1899) 51 La. Ann. 1428, 26 So. 576; Man- del v. Swan L. & C. Co. (1893) 51 111. App. 204; Beach v. Co-operative S. & L. Ass'n (1898) 10 S. D. 549, 74 N. W. 889. 2, and cases cited. (132) Ch. 5] EFFECT OF BY-LAWS. § 114 Same. § 113. It has been held, however, in Louisiana, that a stockholder who had accepted an offer for stock on which was printed a by-law declaring stock forfeitable for non- payment of an assessment was bound by such by-law as a member of the association, although he was not present at the meeting at which the by-law was adopted, and although the corporation had no power to pass such a by-law. 77 It has been held in Massachusetts that one who, in order to become a member of a corporation, signed a by-law whieh pledged the members to be liable "in their individual as well as their collective capacities" for all money lent to the corporation, was not thereby rendered personally liable to the lender for money subsequently lent to the corpora- tion, where there was no evidence that the money was ad- vanced on the credit of the by-law, except the fact that the preamble of the by-law set forth that the design of the corporation was to afford to persons desirous of saving their money the means of employing it to advantage. 78 Effect of violation. § 114. Although a transfer of stock not in accordance with the by-laws may be efficacious to pass at least the equi- table title, 79 the transferee has no right to compel the cor- poration to issue to him a new certificate until he has com- "Lesseps v. Architects' Co. (1849) 4 La. Ann. 316. 78 Flint v. Pierce (1868) 99 Mass. 68. 79 Sargent v. Essex Marine Ry. Co. (1829) 9 Pick. (Mass.) 201; Sar- gent v. Franklin Ins. Co. (1829) 8 Pick. (Mass.) 90; Moore v. Bank of Commerce (1873) 52 Mo. 379; Wilson v. St. Louis & S. F. Ry. Co (1891) 108 Mo. 588, 18 S. W. 286. (133) § 115 BY-LAWS. [Ch. 5 plied fully with the provisions of the by-laws upon that subject. 80 And where the charter of a mutual benefit so- ciety declares that beneficiaries may be changed in the manner provided by the by-laws, a change made in a man- ner not authorized by the by-laws is invalid. 81 Rights ac- quired by a stockholder before he purchases stock, and without notice of the by-laws, are not affected by his con- structive notice of the by-laws created by his subsequent purchase of stock. Thus, a person who has contracted with a corporation for the purchase of its land, which con- tract is not executed in the manner provided by the by- laws, may assert in equity rights conferred on him by his contract, even though he becomes a member of the corpo- ration before the time when he is entitled under the eon- tract to receive a deed for the property. 82 Same. § 115. Under by-laws of an incorporated society form- ed for other than business purposes, a person who has not been admitted a member in the manner prescribed by the by-laws cannot assert rights of membership. 83 Where a policy of insurance issued by a mutual fire insurance com- pany provides that due notice of loss shall be given, but does not specify the manner of giving the notice, and makes no reference to the by-laws of the company, the member so Bishop v. Globe Co. (1883) 135 Mass. 132; State v. New Orleans & C. R. Co. (1878) 30 La. Ann., Pt. I, 308. si Head v. Supreme Council, C. K. (1895) 64 Mo. App. 212. 84 Wait v. Smith (1879) 92 111. 385. ■8 Gray v. Christian Society (1884) 137 Mass. 331. (134) Ch. 5] EFFECT OF BY-LAWS. § US need not give notice in. the form prescribed by tho by-laws in order to acquire a right to the insurance money. 84 Un- der a by-law which provides that a member who has been suspended may be reinstated provided he pays all assess- ments, a suspended member who pays such assessments im- mediately becomes restored to the rights of membership, without any action by the society itself. 85 Where the by- laws of a mutual benefit society provide that any member disabled by sickness shall, on application, receive a cer- tain weekly payment until he recovers or dies, a member is not entitled to draw such payments for any period previous to his making application therefor. 88 Where a mutual benefit society fails to pay a member the benefits to which he is entitled under its by-laws, he has a right to sue the society therefor, 87 and a by-law giving him the right to ap- peal from a subordinate to a higher tribunal of the society does not deprive him of the right to bring such suit. 88 In a case where it appeared that a railroad cor- poration, at its organization, adopted a by-law provid- ing that its net earnings should be divided semi-annually among its stockholders, first paying a certain percentage upon its preferred stock, and afterwards dividing the re- mainder between the holders of its preferred and common MKingsley v. New England M. F. Ins. Co. (1851) 8 Cush. (Mass.)- 402. sisManson v. Grand Lodge (1883) 30 Minn. 509. 86 Breneman v. Franklin Beneficial Ass'n (1842) 3 Watts & S. (Pa.) 218. 87 Dolan v. Court of Good Samaritan (1880) 128 Mass. 437. ssBaur t. Samson Lodge (1885) 102 Ind. 270; Supreme Council v. Garrigus (1885) 104 Ind. 133. (135) § 117 BY-LAWS. [Ch. 5 stock, it was held that the subscribers for the preferred stock took their shares upon the conditions named in the by-laws as the contract between themselves and the corpo- ration. 89 Conduct of meetings. § 116. Where a corporation has, by its by-laws, adopted the rules of Oushing's Manual for the government of all debates of its members, a member cannot be punished for any offense given to the society during a debate, unless such offense is punishable according to the rules of Cushing's Manual. 90 Transfer of stock. § 117. The neglect of a corporation to enact any' by- law in reference to the transfer of stock, where the statute declares that stock "shall be transferred only on the books of the corporation in such manner as the by-laws may pre- scribe," does not relieve a stockholder from liability upon stock which he has sold without having it transferred on the books of the company, according to the usage jof the company, since, as to a stockholder, the common usage of the corporation supplies the place of such a by-law. 91 Where the constitution and by-laws prescribe the manner in which the treasurer may be called upon to surrender his books for examination, he cannot be required, by a ma- jority vote of the members, to submit his books in a differ- s» Belfast & W. L. R. Co. v. City of Belfast (1885) 77 Me. 445. oo people v. American Institute (1873) 44 How. Pr. (N. Y.) 468. »i Plumb v. Bank of Enterprise (1S92) 48 Kan. 484, 29 Pac. 699. (136) Ch. 5] EFFECT OF BY-LAWS. § 119 ent manner. 92 Nor can a fraternal organization, by by- law, make the local branch the agents of a member in his negotiation for insurance. 93 A by-law of a building and loan association which allows members, on notice, to sur- render their stock, and take the withdrawal value in cash, has the effect of transforming a member who has given such notice from a stockholder into a creditor of the asso- ciation. 94 Changes in by-laws. § 118. A subject of much importance to members of mutual insurance and of building and loan associations is the effect upon them of subsequent alterations of the by- laws. In recent years, this question has been a fertile source of litigation, and the decisions are in irreconcilable conflict. The following summary of the various alterations which have been construed by the courts will show the wide variation of judicial opinion on this subject. Same — Changes held valid. § 119. The following alterations of the by-laws have been held to be binding upon members, although made af- ter the issue of their certificates: Eeducing benefits or payments; 95 increasing assessments f s regulating the or- »2 Connell v. Stalker (1897) 21 Misc. Rep. 609, 48 N. Y. Supp. 77. ' »3 McMahon v. Supreme TeDt, K. of M. (1899) 151 Mo. 522, 52 S. W. 384. MMcNab v. Southern Mut. B. & L. Ass'n (1897) 50 S. C. 89, 27 S. E. 543. 95 pain v. Societe St. Jean Baptiste (1899) 172 Mass. 319, 52 N. E. 502; Fugure v. Mutual Society of St. Joseph (1874) 46 Vt. 362; Su- (137) § 119 BY-LAWS. [ Ch 5 der of payment; 97 changing the conditions upon which loans are made; 98 changing the rules regulating redemp- tion ;" limiting withdrawing members to a certain propor- tion of the receipts; 100 forfeiting the policy in case of sui- cide; 101 forfeiting the policy in case the insured engages in the saloon business or liquor trade; 102 restricting the preme Lodge, K. of P., v. Knight (1889) 117 Ind. 489, 20 N. B. 479; Bowie v. Grand Lodge, K. of W. (1893) 99 Cal. 392, 34 Pac. 103; Mc- Cabe v. Father Matthew T. A. B. Soc. (1881) 24 Hun (N. Y.) 149; Poultney v. Bachman (1883) 31 Hun (N. Y.) 49; Duer v. Supreme Council, O. of C. F. (1899) 21 Tex. Civ. App. 493, 52 S. W. 109. 9« Fullenwider v. Supreme Council of R. L. (1899) 180 111. 621, 54 N. B. 485; Pioneer S. & L. Co. v. Brockett (1895) 58 111. App. 204; Pioneer S. & L. Co. v. Miller (1895) 58 111. App. 211. »T Engelhardt v. Fifth Ward P. D. S. & L. Ass'n (1896) 148 N. Y. 281, 42 N. B. 710; Pepe v. City & S. P. Bldg. Soc. [1893] 2 Ch. 311; Eastern B. & L. Ass'n v. Snyder (1900) 98 Va. 710, 37 S. E. 298. »s Maynard v. Interstate B. & L. Ass'n (1900) 112 Ga. 443, 37 S. B. 741. on Wilson v. Miles Platting Bldg. Soc. (1887) 22 Q. B. Div. 381; Rosen- berg v. Northumberland Bldg. Soc. (1889) 22 Q. B. Div. 373; Bradbury v. Wild [1893] 1 Ch. 377. ioo House v. Eastern B. & L. Ass'n (1900) 52 App. Div. 163, 66 N. Y. Supp. 109; Pawlick v. Homestead Loan Ass'n (1896) 15 Misc. Rep. 427, 37 N. Y. Supp. 164; Bearden v. People's B., L. & S. Ass'n (Tenn. Ch. App.; 1898) 49 S. W. 64; Stilwell v. People's B., L. & S. Ass'n (1899) 19 Utah, 257, 57 Pac. 14. ioi Supreme Commandery v. Ainsworth (1882) 71 Ala. 449; Supreme Lodge, K. of P., v. Kutscher (1899) 179 111. 340, 53 N. B. 620; Hughes v. Wisconsin Odd Fellows' Mut. Life Ins. Co. (1898) 98 Wis. 292; Su- preme Lodge, K. of P., v. La Malta (1895) 95 Tenn. 157, 31 S. W. 493; Daughtry v. Knights of Pythias (1896) 48 La. Ann. 1203, 20 So. 712; Supreme Tent, K. of M., v. Hammers (1899) 81 111. App. 560 (extend- ing the period within which suicide nullifies the policy). 102 Moerschbaecher v. Supreme Council of R. L. (1900) 188 111. 9; (138) Ch. 5] EFFECT OF BY-LAWS. § 119 designation of beneficiaries ; 103 changing the method of de- termining beneficiaries; 104 forfeiting benefits for breach of newly-imposed conditions; 105 referring disputes to arbi- tration ; 106 requiring the submission of claims to the asso- ciation; 107 providing for periodical readjustment of in- surance; 108 imposing certain formalities and payments as conditions of membership; 109 transferring the power to select a railway route from the stockholders to the direct- ors ; 110 forfeiting membership for joining certain organiza- tions; 111 repealing provision for payment of loans before Ellerbe v. Faust (1894) 119 Mo. 653, 25 S. W. 390; State v. Grand Lodge, A. O. U. W. (1897) 70 Mo. App. 456; People v. Grand Lodge, A. O. TJ. W. (1900) 32 Misc. Rep. 528, 67 N. Y. Supp. 330; Loeffler v. Modern Woodmen (1898) 100 Wis. 79, 75 N. W. 1012; Schmidt v. Supreme Tent, K. of M. (1897) 97 Wis. 528, 73 N. W. 22. 103 Baldwin t. Begley (1900) 185 111. 180, 56 N. E. 1065; Roberta v. Grand Lodge, A. O. TJ. W. (1901) 33 Misc. Rep. 536, 68 N. Y. Supp. 949; Hysinger v. Supreme Lodge, K. & L. of H. (1890) 42 Mo. App. 627. 104 Masonic Mut. Ben. Ass'n v. Severson (1899) 71 Conn. 719, 43 Atl. 192; Supreme Council, A. L. of H., v. Adams (1895) 68 N. H. 236, 44 Atl. 380. 105 Smith v. Galloway [1898] 1 Q. B. Div. 71; MacDowell v. Ackley (1880) 93 Pa. St. 277; Borgards v. Farmers' Mut. Ins. Co. (1890) 79 Mich. 440, 44 N. W. 856. loe Mackenzie v. Everton & W. D. Permanent Ben. Bldg. Soc. (1890) 61 Law T. (N. S.) 680. 107 Robinson v. Templar Lodge, No. 17, I. O. O. F. (1897) 117 Cal. 370, 49 Pac. 170. los Korn v. Mutual Assur. Soc. (1810) 6 Cranch (TJ. S.) 192. ioo Taylor v. Edson (1849) 58 Mass. 522. no East Tennessee & V. R. Co. v. Gammon (1858) 5 Sneed (Tenn.) 567. m Lawson v. Hewell (1897) 118 Cal. 613, 50 Pac. 763. (139) § 120 BY-LAWS. [Ch. 5 maturity; 112 and repealing provision for repayment of the amount paid in, in case of forfeiture. 113 Same — Changes held invalid. § 120. On the other hand, the following alterations of the by-laws have been held to be inoperative as to members whose certificates were issued before the alteration: Re- ducing benefits; 114 limiting benefits or profits to certain funds; 115 increasing dues; 118 restricting the designation of beneficiaries; 117 changing widow's benefit after husband's death; 118 forfeiting policy in case of suicide; 119 changing 112 Interstate B. & L. Ass'n v. Hafter (1899) 76 Miss. 770, 24 So. 87. us Schrick v. St. Louis Mut. House Bldg. Co. (1864) 34 Mo. 423. in Knights Templars' & M. Life Ind. Co. v. Jarman (1900) 44 C. C. A. 93, 104 Fed. 638; Stohr v. San Francisco M. F. Soc. (1890) 82 Cal. 557, 22 Pac. 1125; Hale v. Equitable Aid Union (1895) 168 Pa. St. 377, 31 Atl. 1066; Becker v. Berlin Ben. Soc. (1891) 144 Pa. St. 232, 22 Atl. 699; Grafstrom v. Frost Council, No. 21, O. of C. F. (1897) 19 Misc. Rep. 180, 43 N. Y. Supp. 266; Pellazzino v. German Catholic „ St. J. Soc. (1886) 16 Wkly. Law Bui. (Ohio) 27. And see opinion of the attorney general of Illinois in Re National Home B. & L. Ass'n, 11 Nat. Corp. Rep. 459. iiB St. Patrick's Male Beneficial Soc. v. McVey (1880) 92 Pa. St. 510; Pokrefky v. Detroit Firemen's Fund Ass'n (1899) 121 Mich. 456, 80 N. W. 240; Sinteff v. People's B., L. & S. Ass'n (1899) 37 App. Div. 340, 57 N. Y. Supp. 611; Interstate B. & L. Ass'n v. Ouzts (1899) 54 S. C. 214, 32 S. E. 303. us Hibernia Fire Engine Co. v. Commonwealth (1880) 93 Pa. St. 268. iif Spencer v. Grand Lodge, A. O. U. W. (1897) 22 Misc. Rep. 147, 48 N. Y. Supp. 590, affirmed, without opinion, 53 App. Div. 627, 65 N. Y. Supp. 1146; Swain v. Grand Lodge, A. O. U. W. (1899) 22 Pa. Co. Ct. Rep. 548, 8 Pa. Dist. Rep. 407; Wist v. Grand Lodge, A. O. U. W. (1892) 22 Or. 271, 29 Pac. 610; Folmer's Appeal (1878) 87 Pa. St. 133. us Gundlach v. Germania Mechanics' Ass'n (1875) 4 Hun (N. Y.) 339. (140) Ch. S] EFFECT OF BY-LAWS. 12o § conditions of withdrawal; 120 giving the corporation addi- tional time to pay losses ; 121 postponing benefits as a penal- ty for arrears; 122 forfeiting policy for nonpayment of as- sessments ; 123 forfeiting policy for arrears of certain dura- tion; 124 discontinuing assessment of nonborrowing mem- bers, and changing the maturity of the debts of borrowing members; 125 imposing conditions on reinstatement of de- linquents; 126 forfeiting policy for breaeh of newly-imposed condition ; 127 providing for submission of claims to the as- sociation ; 128 changing from mutual to old-line insurance basis; 129 arbitrarily placing all members who join in a cer- tain year in a class by themselves, and advancing their ages each year as assessments are made, while all other us Northwestern B. & M. Aid Ass'n v. Wanner (1887) 24 111. App. 358; Smith v. Supreme Lodge, K. of P. (1900) 83 Mo. App. 512. 120 Savage v. People's B., L. & S. Ass'n (1898) 45 W. Va. 275, 31 S- E. 991. 121 Morrison v. Wisconsin Odd Fellows' Mut. Life Ins. Co. (1884) 59 Wis. 162; Wheeler v. Supreme S. O. of I. N. (1896) 110 Mich. 437, 68 N. W. 229. 122 Coyle v. Father Matthew T. A. B. Soc. (1883) 17 Wkly. Dig. (N. T.) 17. 123 McNeil v. Southern Tier M. R. Ass'n (1899) 40 App. Div. 581, 58 N. Y. Supp. 119. 12* Fire Ins. Co. v. Connor (1851) 17 Pa. St. 136. 125 International B. & L. Ass'n v. Braden (Tex. Civ. App. ; 1895) 32' S. W. 704. 126 Sieverts v. National Benev. Ass'n (1895) 95 Iowa, 710, 64 N. W. 671. 127 Becker v. Farmers' Mut. Fire Ins. Co. (1882) 48 Mich. 610. 128 Brotherhood of Railroad Trainmen v. Newton (1898) 79 111. App.. 600. i2» Covenant Mut. Life Ass'n v. Kentner (1900) 188 111. 431. (141) § 121 BY-LAWS. [Ch. 5 members joining thereafter are assessed as of the age of entry; 130 arbitrarily retiring part of the stock; 131 giving preference to certain shares of stock; 132 making a mem- ber's application part of his contract ; 133 providing for the publication of notice of assessments in another state, and authorizing forfeiture without actual notice; 134 imposing conditions as to residence upon the holder of a scholar- ship; 135 repealing a provision establishing a withdrawal value of shares; 136 repealing a provision for withdrawal upon notice, and for repayment of the amount actually paid in; 137 and repealing a provision for benefit for total disability resulting from paralysis. 138 Same — By-laws as part of member's contract. § 121. The conflict of opinion extends to the constit- uent elements of the contract of membership. It is gen- erally held, however, that the by-laws enter into and form isoEbert v. Mutual R. F. Life Ass'n (1900) 81 Minn. 116, 83 N. W. 506; Strauss v. Mutual R. P. Life Ass'n (1900) 126 N. C. 971, 36 S. B. 352. i3i Bergman v. St. Paul Mut. Bldg. Ass'n (1882) 29 Minn. 275. 132 Kent v. Quicksilver Mining Co. (1879) 78 N. Y. 182. 133 Grand Lodge, A. O. U. W., v. State (1891) 44 Mo. App. 445. i3*Thibert v. Supreme Lodge, K. of H. (1899) 78 Minn. 448, 81 N. W. 220. 135 Illinois Conference v. Female College (1860) 25 111. 148. 136 Louisville German B. & L. Ass'n v. Wissing (1882) 4 Ky. Law Rep. 443. isTHolyoke B. & L. Ass'n v. Lewis (1891) 1 Colo. App. 127, 27 Pac. 872. 138 Starling v. Supreme Council, R. T. of T. (1896) 108 Mich. 440. (142) Ch. 5] EFFECT OF BY-LAWS. § 121 part of a member's contract, 139 whether referred to in his •certificate of membership or not. 140 Of course the by-laws may be expressly excluded, as where certificates of mem- bership expressly provide that the application for mem- bership and the certificate "shall constitute the complete and only contract" between members and the associa- tion. 141 But, assuming that the by-laws become part of the contract of membership, the decisions are in conflict as to what by-laws thus enter into the contract. Some courts hold that only the by-laws in existence when his certificate 139 Supreme Lodge, K. of P., v. Knight (1889) 117 Ind. 489, 20 N. E. 479; Sabin v. Senate of National Union (1892) 90 Mich. 177, 51 N. W. 202; Van Poucke v. Netherland St. V. de P. Soc. (1886) 63 Mich. 378, 29 N. W. 863; Wist v. Grand Lodge, A. O. U. W. (1892) 22 Or. 271, 29 Pac. 610; Ebert v. Mutual R. F. Life Ass'n (1900) 81 Minn. 116, 83 N. W. 506; Newton v. Northern Mut. Relief Ass'n (1899) 21 R. I. 476, 44 Atl. 690; Supreme Council of R. A. v. Brashears (1899) 89 Md. 624, 43 Atl. 866; Conway v. Supreme Council C. K. of A. (1901) 131 •Cal. 437, 63 Pac. 727; Clark v. Lehman (1896) 65 111. App. 238; Strauss v. Mutual R. F. Life Ass'n (1900) 126 N. C. 971, 36 S. E. 352; French v. Society Select Guardians (1898) 23 Misc. Rep. 86, 51 N. Y. Supp. 675; Becker v. Fanners' Mut. Fire Ins. Co. (1882) 48 Mich. 610; Stil- well v. People's B., L. & S. Ass'n (1899) 19 Utah, 257, 57 Pac. 14; Drum v. Benton (1898) 13 App. D. C. 245; Lake v. Minnesota Masonic Relief Ass'n (1895) 61 Minn. 96, 63 N. W. 261. no Supreme Commandery v. Ainsworth (1882) 71 Ala. 449; Haas v. Mutual Relief Ass'n (1897) 118 Cal. 6, 49 Pac. 1056; Clark v. Mutual R. F. Life Ass'n (1899) 14 App. D. C. 154; Moss v. Littleton (1895) 6 App. D. C. 201; Condon v. Mutual R. F. Life Ass'n (1899) 89 Md. 99, 42 Atl. 944; May v. New York Safety R. F. Soc. (1888) 14 Daly (N. Y.) 389. Contra, Given v. Rettew (1894) 162 Pa. St. 638, 29 Atl. 703. And see Parish v. Bankers' Life Ass'n (111.; 1897) 14 Nat. Corp. Rep. 182. i« Covenant Mut. Life Ass'n y. Tuttle (1900) 87 111. App. 309. (143) § 122 BY-LAWS. [Oh. 5 issued are binding upon a member, in the absence of ex- press provision as to future by-laws. 142 Same — Reservation of right to amend. § 122. But where the power to amend is reserved in the by-laws, it has been held that a member is charged with notice of this, as well as any other, by-law. 143 A mem- ber cannot single out one by-law, and claim that to be absolute. The by-laws must be taken as a whole, and a by-law giving the right to amend or repeal is as much a part of his contract as the by-law under which he claims his right to benefits. 144 Indeed, some courts take the position that, since the power to alter the by-laws is in- herent, it need not be expressed, 145 and that a mem- ber is bound by subsequent alterations unless the power of alteration is expressly limited by the rules. 140 On the other hand, it has been held that, where no provision for amendment is made, subsequent amendments are without us Covenant Mut. Life Ass'n v. Kentner (1900) 188 111. 431; Cove- nant Mut. Life Ass'n v. Tuttle (1900) 87 111 App. 309; Northwestern B. & M. Aid Ass'n v. Wanner (1887) 24 111. App. 35S; Pokrefky v. De- troit Firemen's Fund Ass'n (1899) 121 Mich. 456, 80 N. W. 240; Becker v. Farmers' Mut. Fire Ins. Co. (1882) 48 Mich. 610. See Siewerts v. National Benev. Ass'n (1895) 95 Iowa, 710, 64 N. W. 671, and Hughes v. Wisconsin Odd Fellows' Mut. Life Ins. Co. (1898) 98 Wis. 292. "s Wist v. Grand Lodge, A. O. U. W. (1892) 22 Or. 271, 29 Pac. 610. "* Poultney v. Bachman (1883) 31 Hun (N. Y.) 52. us Supreme Lodge, K. of P., v. Knight (1889) 117 Ind. 489, 20 N. B. 479; Stohr v. San Francisco M. F. Soc. (1890) 82 Cal. 557, 22 Pac! 1125. And see Fullenwider v. Supreme Council of B, L. (1899) 180 111. 621, 54 N. E. 485; Covenant Mut. Life Ass'n v. Kentner (1900) 188 111. 431. we Lawson v. Hewell (1897) 118 Cal. 613. (144) Ch. 5] EFFECT OF BY-LAWS. § 123 effect. 147 And the terms of the certificate or contract may be so absolute and unqualified as to place it beyond the power of alteration. 148 It is customary, however, to refer to the by-laws in the certificate of membership, and to provide therein for the operation of subsequent enactments. The usual pro- vision is that a member shall be bound by all by-laws then in force, or that may thereafter be enacted. Of course the power to make new by-laws necessarily includes the power to amend or repeal those theretofore made; 149 and an alteration is a pro tanto repeal. 150 The determination of the limit of alteration under such provisions has given rise to much difference of judicial opinion. Same — Lawful and reasonable amendments only. § 123. In the first place, it may be said that all subse- quent by-laws are subject to the same limitations as the original by-laws, i. e., they must not conflict with the stat- utes of the state or the charter of the organization; they must be reasonable, and in conformity with the nature and objects of the organization. 161 The power to make i« Krakowski v. North New York B. & L. Ass'n (1894) 7 Misc. Rep. 188, 27 N. Y. Supp. 314. i*8 Sinteff v. People's B., L. & S. Ass'n (1899) 37 App. Div. 340, 57 N. Y. Supp. 611, and the construction put upon it in House v. Eastern B. & L. Ass'n (1900) 52 App. Div. 163, 66 N. Y. Supp. 109. And see the dic- tum in Stohr v. San Francisco M. F. Soc. (1890) 82 Cal. 557, 22 Pac. 1125. 149 Fullenwider v. Supreme CouncH, R. L. (1899) 180 111. 621, 54 N. B. 485. "o Kent v. Quicksilver Mining Co. (1879) 78 N. Y. 159. «i Stilwell v. People's B„ L. & S. Ass'n (1899) 19 Utah, 257, 57 Pac 14; Korn v. Mutual Assur. Soc. (1810) 6 Cranch (U. S.) 192. (145) Boisot By Laws — 10. § 123 BY-LAWS. [Ch. 5 by-laws is a power to make such as are not inconsistent with the law, and the power to alter, which is merely the making of another by-law on the same subject, has the same limit. A Pennsylvania case affords a good illustration of this principle. A volunteer fire organization, which had ceased to run to fires in consequence of the creation of a paid fire department, converted its effects into cash, and leased its engine house. A few months afterwards, the by-laws were changed so as to increase the monthly dues from twelve and one-half cents to two dollars. "Its con- stitution," said the court, "declares the object of the cor- poration shall be the promotion of the public good by the extinguishing of fires, and the funds shall be appropriated to no other object than that for which it was provided. After the company had ceased to extinguish fires, had sold its engine and other personalty, and leased its house, what was the object in increasing the monthly dues of its mem- bers to sixteen times their former rates? It did not pro- pose to prove any object, its minutes show none, and none is suggested. * * * With its business gone, its per- sonal property converted into money, its real estate leased, with scarcely any legitimate expenses, and thousands of dollars in its treasury, the amendment to the by-laws in- creasing dues was most extraordinary and unreason- able." 162 Assent to future by-laws means only such as are reasonable. 153 Yet, even within these limits, there is room for much conflict of opinion. "2 Hibernia Fire Engine Co. v. Commonwealth (1880) 93 Pa. St. 264. 163 Thibert v. Supreme Lodge, K. of H. (1899) 78 Minn. 448, 81 N. W. (146) Ch. S] EFFECT OF BY-LAWS. § 124 Same — Impairment of contract not allowed. § 124. One class of cases confines the operation of sub- sequent alterations within the narrowest possible limits. It is said that, while a member has no right to presume that no change will be made in the by-laws, he cannot be held to presume that his contract will be affected. "The fact that it reserved the right, by the assent of the member, to make future by-laws obligatory upon him, could not justly be deemed to comprehend the right to abate its debt, for that would pro tanto destroy the contract between the par- ties ; and to permit one person to accept the consideration for a debt, and subsequently to deny a material part or all of such debt, would authorize a patent fraud, which the law does not deem to have been within the intent of a mere general agreement for changes in the contract. Such an agreement only contemplates those changes which fairly consist with the full obligation entered into. It does not imply that the obligation itself should be lessened or de- stroyed at the will or caprice of the obligor." 154 Hence it is held that subsequent by-laws will not be given retro- active effect unless their terms are imperative, 155 even 220; Smith v. Supreme Lodge, K. of P. (1900) 83 Mo. App. 512; Graf- strom v. Frost Council, No. 21 (1897) 19 Misc. Rep. 180, 43 N. Y. Supp. 266. And see Wist v. Grand Lodge, A. 0. U. W. (1892) 22 Or. 271, 29 Pac. 610; Ebert v. Mutual R. F. Life Ass'n (1900) 81 Minn. 116, 83 N. W. 506. It is suggested in Thibert v. Supreme Lodge, supra, that a by-law may be reasonable as to members who join -with notice of it, and un- reasonable as to those who joined before its enactment. "4 Smith v. Supreme Lodge, K. of P. (1900) 83 Mo. App. 512. looGrafstrom v. Frost Council, No. 21 (1897) 19 Misc. Rep. 180, 43 N. Y. Supp. 266; Glover v. Lodge (1883) 2 Del. Co. Rep. 25; Wist v. (147) § 125 BY-LAWS. [Ch. 5 though both the member's application and certificate stipu- late that his right to participate in benefits is conditioned on the by-laws. 186 The doctrine of this class of cases may be summarized in the language of the court in a recent case in New York as follows: "The true doctrine, we think, is that a by-law of such an association that would have the effect of materially changing or impairing the obligation of an existing contract cannot be given a retro- active effect. If it is attempted to give it such a retroactive effect, the by-law is unreasonable, especially in cases where, by the terms of the contract of insurance entered into by such a corporation, no right to amend its by-laws is ex- pressly reserved." 157 Same — Membership rights and insurance rights distinguished. § 125. Some of the cases taking this limited view of the operation of subsequent alterations of the by-laws make a distinction between a member's rights as a member and his rights under his contract of insurance. A member, it is said, occupies a dual relation to the company, — first, as one of its members, and, second, as any other individual having a contract with it. In the former relation, he is Grand Lodge, A. O. U. W. (1892) 22 Or. 271, 29 Pac. 610; North- western B. & M. Aid Ass'n v. Wanner (1887) 24 111. App. 358; Cove- nant Mut. Life Ass'n v. Kentner (1900) 188 111. 431; Insurance Co. v. Connor (1851) 17 Pa. St. 136; Spencer v. Grand Lodge, A. O. U. W. (1897) 22 Misc. Rep. 147, 48 N. T. Supp. 590; Gundlach v. Germania Mechanics' Ass'n (1875) 4 Hun (N. Y.) 339. "a A. 0. U. W. v. Brown (1901) 112 Ga. 545, 37 S. B. 890. I" McNei} v. Southern Tier M. R. Ass'n (1899) 40 App. Div. 681, 58 N. Y. Supp. 119. '14S) Oh. 5] EFFECT OF BY-LAWS. § 125 bound by any lawful amendment of the by-laws concern- ing the government of the corporation or the mode of trans- acting its business or in its rules of discipline. 158 But in his contract for insurance, a member acts for himself, and not as a part of the society; his rights rest upon his con- tract of insurance, not upon his contract of membership in the society. 169 In an early case, the supreme court of Pennsylvania said: "A mutual insurance company differs from other insurance companies in this, that the person insured par- ticipates in the profits and losses. These rights and lia- bilities have respect to his corporate privileges, and a rea- sonable by-law regulating them might be free from objec- tion. But in addition to his rights and duties as a corpo- rator, [he] stands before us as a party to a covenant ex- ecuted by himself on the one part, and by the insurance company under its corporate seal on the other. His rights under that covenant are as fully protected by law from the corporate action of the company as if he were a stranger. It affects not his rights under that contract that by virtue of it he becomes a member of the company, and as such subject to liabilities and entitled to privileges. This is an incident of the contract of insurance which may sub- ject his corporate rights to the authority of the corpora- tion ; but his rights as a party insured stand entirely free from such control." 160 188 Knights Templars' & M. Life Ind. Co. v. Jarman (1900) 44 C. C A. 93, 104 Fed. 638. iw Covenant Mut. Life Ass'n v. Tuttte (1900) 87 111. App. 309l lso insurance Co. t. Connor (1851) 17 Pa. St. 136. See, also, North- (149) § 126 BY-LAWS. [Qh. 5 Same — Keservations upheld. § 126. On the other hand, another line of decisions hold that it is simply a question of the proper construction of a contract. Persons may well contract with reference to future by-laws; they may consent that such by-laws may enter into and form part of their contracts, modifying or varying them. It is their voluntary agreement which re- lieves the operation of such changes from all imputation of injustice. "The fundamental principle of such organi- zations is the mutuality of duty and equality of rights of the membership, without regard to the time of admission. This cannot well be preserved if the members stipulating for benefits were not required to consent that they would be subject to future as well as existing by-laws. Time and experience will develop a necessity for changes in the laws, and if the consent was not required, there would be a class of members bound by the changed laws, and a class ex- empt from their operation." 161 Where the alteration is regularly made, with the object of promoting the welfare of the organization, and the change operates equally up- on all the members, no wrong is done any member. "It western B. & M. Aid Ass'n v. Wanner (1887) 24 111. App. 358; Pellaz- zino v. German Catholic St. J. Soc. (1886) 16 Wkly. Law Bui. (Ohio) 27; Revere v. Boston Copper Co. (1834) 15 Pick. (Mass.) 363; Becker v. Farmers' Mat Fire Ins. Co. (1882) 48 Mich. 610. In Pokrefky v. De- troit Firemen's Fund Ass'n (1899) 121 Mich. 456, 80 N. W. 240, it is suggested that the faet that the directors made the by-laws was a reason why a member should not be affected by a subsequent altera- tion. mi Supreme Commandery v. Ainsworth (1882) 71 Ala. 449. (150) Ch. 5] EFFECT OF BY-LAWS. § 127 may sometimes happen that the interests of an individual, or of a few individuals, may be impaired ; but it is the right, and, indeed, the duty, of the society to protect the inter- ests of the many, rather than of the few." 162 Same — Slight changes. § 127. An effort has been made by some courts to place the limit of subsequent alteration at slight changes or mere regulations not affecting the substance of the contract. The theory of such cases is that, while it would not be rea- sonable to extend this power so as to authorize a change in the essential character of the original contract, yet a slight change more or less affecting the remedy of the member may well be binding. 163 But this theory presents no tangible distinction on principle. "The court would have, in each case, to examine the subject to which the al- teration applied, and to say whether it was material or trifling, and so binding or not binding. That would be to embark on a difficult course; and where would the court draw the line?" 164 But the other extreme of this proposi- tion, i. &•, the possibility of an entire deprivation of rights under the power to alter, is excluded by the language of i«2 Supreme Lodge, K. of P., v. Knight (1889) 117 Ind. 489, 20 N. E. 479. 163 Engelhardt v. Fifth Ward P. D. S. & L. Ass'n (1896) 148 N. Y. 281, 42 N. E. 710; Bearden v. People's B., L. & S. Ass'n (Tenn. Ch. App.; 1898) 49 S. W. 64. And see Northwestern B. & M. Aid Ass'n t. Wan- ner (1887) 24 m. App. 358. ie< pepe t. City & Suburban P. B. Soc. [1893] 2 Ch. 311. (151) g 128 BY-LAWS. [Oh. 5' many of the cases. 185 A recent case in Oregon is in point. There a subsequent by-law limited the designation of bene- ficiaries of the fund due upon a member's death to mem- bers of the family, blood relations, or persons dependent upon the member. The court held that the by-law was not binding upon a member who had no family, blood rela- tions, or persons dependent upon him. 166 Same — Vested rights. § 128. Finally, many of the cases draw the line at the impairment of vested rights. It is said that the power to alter the by-laws resides in the corporation for the pur- pose of carrying out the objects for which it was formed, and that a member's contract of insurance may be modi- fied or varied by subsequent by-laws, either through the re- served power in the corporation to enact such by-laws, or by his contract with reference to future enactments; but this will not be construed as intending to reserve the power to impair vested rights. 167 The right to modify a contract, iao Supreme Lodge, K. of P., v. Knight (1889) 117 Ind. 489, 20 N. B. 479; Supreme Commandery v. Ainsworth (1882) 71 Ala. 445. lee wist v. Grand Lodge, A. O. U. W. (1892) 22 Or. 271, 29 Pac. 610. See, also, Louisville German B. & L. Ass'n v. Wissing (1882) 4 Ky. Law Rep. 443, where it was held the repeal of a provision for with- drawal and fixing the withdrawal value of shares was void so far as it attempted to release the association from its obligation to purchase the stock of withdrawing members. 167 Becker v. Berlin Ben. Soc. (1891) 144 Pa. St. 232, 22 Atl. 699; Pellazzino v. German Catholic St. J. Soc. (1886) 16 Wkly. Law Bui. (Ohio) 27; Holyoke B. & L. Ass'n v. Lewis (1891) 1 Colo. App. 127, 27 Pac. 872; Kent v. Quicksilver Mining Co. (1879) 78 N. Y. 159; Savage v. People's B., L. & S. Ass'n (1898) 45 W. Va. 275, 31 S. B. 991; Enter- (152) Ch. 5] EFFECT OF BY-LAWS. § 128 it is said, does not include the right to repudiate a debt, any more than the reserved right of the legislature to re- peal the charter of a corporation gives the right to con- fiscate its property. 168 But it has been objected that this does not settle the question, for such vested rights as exist are subject to the still-existing power to alter the by-laws j so that the proposition assumes this form, that there is a vested right liable to be divested by any later by-law duly enacted. 169 And in a late English case the court said, in answer to the argument that the power of alteration was limited to such changes as would not interfere with vested rights, that there was no ground for introducing any such limitation into the contract. "Where the only contract between the society and the member is the original con- tract under which he became a member," said the court, "and that, as is the case here, provides for alterations of the rules, he is bound by any subsequent alteration that may be made within the power of alteration, whatever the extent of that alteration may be." 1T0 prise B. & L. Soc. v. Bolin (1898) 12 Colo. App. 304, 55 Pac. 740; Coyle v. Father Matthew T. A. B. Soc. (1883) 17 Wkly. Dig. (N. Y.) 17; Graf- strom v. Frost Council, No. 21 (1897) 19 Misc. Rep. 180, 43 N. Y. Supp. 266. And see, also, on vested rights in general, Becker v. Farmers' Mut. Fire Ins. Co. (1882) 48 Mich. 610; Hamilton Mut. Ins. Co. v. Ho- bart (1854) 2 Gray (Mass.) 543; Great Falls Mut. Fire Ins. Co. v. Har- vey (1864) 45 N. H. 292. 168 Pellazzino v. German Catholic St. J. Soc. (1886) 16 Wkly. Law Bui. (Ohio) 27. 169 Pepe v. City & Suburban P. B. Soc. [1893] 2 Ch. 311. «o Smith v. Galloway [1898] \ Q. B. 71. (153) § 129 BY-LAWS. [Ch. 5 Same — What are vested rights. § 129. Nor are the authorities agreed as to what con- stitutes a vested right in this class of cases. Many of the cases above cited in support of the inviolability of vested rights are cases in which sick benefits were reduced while a member was ill and drawing his benefit. The member's right was held to have become vested by his illness, and was not thereafter subject to alteration. But in opposi- tion to this view it has been pointed out that the term "vested right" is often loosely used. In a sense, every right is vested; for if a person has a right at all, it must vest in him. But if the by-laws as they existed when the members joined constituted a contract that he should be paid at a certain rate in case of illness, then that contract existed just as much before his illness as afterwards. Un- der the contract, nothing was due before the illness actual- ly occurred, — benefits do not accrue for future illness. The right of a sick member to benefits for future illness is not different in its nature from the right of the well mem- bers to benefits for future illness. In one case, the mem- bers have a right to future payments in case they become sick; in the other, the sick member has a right to future payments in case he continues sick. And if there was no power to change the by-law in the one case, there was no power to change it in the other, which is equivalent to say- ing that there was no power to change it at all. In other words, if the by-laws formed an unconditional contract for the payment of a fixed benefit in case of illness, it had that character before a member became sick ; and if it cannot be (154) Ch. 5] EFFECT OF BY-LAWS. § 129 changed after the illness, it follows that it cannot be changed before. 171 As the supreme court of Massachu- setts has recently said, in such a case, the member "had agreed that these changes * * * should be binding upon him, not as a new contract, but as part of the old contract, and under its provisions. But the plaintiff con- tends that there is an implied limit to the power of amend- ment, that it cannot be made so as to deprive him of a vest- ed right, and that his right to the benefit became fixed by his disability, and can never be changed during that dis- ability. But how does the right become fixed? There is no such restriction contained in the words expressing the power of amendment. To thus restrict the power would be to divide the society into two classes. * * * There can be no right to future benefits vested in one member more than in another. The right of a sick member to fu- ture benefits, which became vested in the plaintiff at the time of the disability, is not a right to receive, so long as such disability continues, the future benefits provided by the by-law existing at the time the disability begins, but simply a right to receive them subject to such changes as may be made by the society. * * * Such a change is not a repudiation of, but, on the contrary, is in accord with, the terms of the contract." 172 i7i Stohr v. San Francisco M. F. Soc. (1890) 82 Cal. 557, 22 Pac. 1125; Poultney v. Bachman (1883) 31 Hun (N. Y.) 49. And see Fugure v. Mutual Society of St. Joseph (1874) 46 Vt. 369; McCabe v. Father Matthew T. A. B. Soc. (1881) 24 Hun (N. Y.) 149; Gundlach v. Ger- mania Mechanics' Ass'n (1875) 49 How. Pr. (N. Y.) 190. 172 pain v. Societe St. Jean Baptiste (1899) 172 Mass. 319, 52 N. B. 502. (155) § 130 BY-LAWS. [Ch. 5 Same — Same. § 130. What constitutes a real vested right, which it is beyond the power of alteration to impair, is illustrated by a recent case in the federal courts, in which it appeared that a subsequent by-law of a mutual insurance company reduced the amount recoverable on its policies in case the death of the insured should be caused or superinduced by the use of intoxicating liquors. It was held that the case turned upon the question whether the disease, which was admitted to have been superinduced by the use of intoxi- cating liquors, became seated in fatal and incurable form before or after the by-law took effect. The reserved right to enact future by-laws is well recognized, the court said, "as authorizing it to subject members to further require- ments and conditions of future liability by reasonable en- actments within the objects and for the general welfare of the association, and to apply the regulations to prior contracts, but to the extent only that the conditions thus imposed arise after the enactment. No authority vests in the association to repudiate obligations as insurer which have become vested under the contract; and the by-law which imposes a new condition, or exempts from liability for a cause of death previously within the insurance, can- not be made retroactive to impair or destroy liability for a pre-existing cause which arose under the contract." 173 173 Lloyd v. Supreme Lodge, K. of P. (1899) 38 C. C. A. 654, 98 Fed. 66. And see the dictum of the supreme court of Massachusetts in the Pain Case, 172 Mass. 31S, 52 N. E. 502: "Of course no amendment could change the amount of any benefit which, under any by-law, (156) Ch. 5J EFFHCT OF BY-LAWS. § 132 Same — Acquiescence and beneficial alterations. § 131. Since a member's relation to the organization is a contract relation, it follows that his rights are not af- fected by a subsequent statute which has not been adopted as a by-law. 174 A member may always submit to an amended by-law, and thereby be bound by it. 178 Of course a subsequent alteration may operate beneficially as well as adversely; hence a subsequent by-law increasing the amount payable upon a member's death applies to those who were members at the time of its passage, as well as to those subsequently becoming such. 176 Ow Thibd Persons. Not binding on strangers. § 132. When we come to the question of the effect of the by-laws of a corporation upon strangers to the corpora- tion, we find a subject of some difficulty, in regard to which there are conflicting views. The general principle that has passed from a possible to that of a future benefit [and has become a debt]. The right becomes vested absolutely as the time expires for which the benefit is granted." Also the statement in Stohr v. San Francisco M. F. Soc. (1890) 82 Cal. 557, 22 Pac. 1125: "The cases where a specific sum becomes due upon the happening of a certain event, as upon death, are not like the present. In such cases, an al- teration in the contract cannot be made after the fact, for that would be to make that not due which had already become due." "« Knights Templars' & M. L. Ind. Co. v. Jarman (1900) 44 C. C. A. 93, 104 Fed. 638; Baldwin v. Begley (1900) 185 111. 180, 56 N. B. 1065. But see Hysinger v. Supreme Lodge, K. & L of H. (1890) 42 Mo. App. 627. "sPenachio v. Saatl Society (1900) 67 N. Y. Supp. 140. ««Lavigneur v. L'Union Mutuelle (1900) 16 Rap. Jud. Que. C. S. 588. (157) § 133 BY-LAWS. [Ch. 5 corporation by-laws bind only those who have consented to them applies here as well as elsewhere, and it is upon this consent that the power of the by-laws to affect third per- sons is based. Sometimes this consent is evidenced by a written agreement, as in the case of a person taking out an insurance policy in a mutual company wherein he agrees to be bound by the by-laws of the company, and sometimes it is evidenced by signature to the by-laws, as in the case of a depositor in a savings bank who signs the by-laws printed in his pass-book. In such cases, the person assent- ing to the by-laws is of course bound by them by virtue of his express contract. 177 Illustrations. § 133. Thus, a depositor in a savings bank who has subscribed to its by-laws is bound by a by-law providing that the bank will not be liable for losses caused by pay- ment to one in possession of the depositor's pass-book, where the latter has not notified the bank that the book was lost or stolen. 178 But it has been held that such a by- law was not binding on a depositor who had no notice thereof. 179 Even in case of express consent, the person assenting is not, as a general rule, bound by by-laws after- wards passed, and of which he has no notice. 180 Under a statute providing that by-laws must be posted 177 Appleby v. Erie County Savings Bank (1875) 62 N. Y. 17. 178 Sullivan v. Lewiston Inst, of Savings (1869) 56 Me. 507. 179 Ackenhausen v. People's Savings Bank (1896) 110 Mich. 175, 68 N. W. 118. lso Kimins V. Boston Five Cent Savings Bank (1886) 141 Mass. 33. (158) Rex v. College of Physicians (1771) 5 Burrows, 2761. (168) Ch. 5] EFFECT OF BY-LAWS. § 145 the corporation. 218 This was held in a case where a cor- poration had given a bond conditioned for the conveyance of land. The by-laws required an order from the board of directors to authorize the sale of land by the company, but the purchaser had no knowledge of this by-law. After the bond had been given, and before the time for receiving the deed had come, he became a member of the corporation. The court held that he was entitled to a deed, regardless of the restriction contained in the by-law. 217 Beneficiary bound by by-law. § 145. Of course the beneficiaries named in a benefit certificate take under the by-laws ; 218 and where a member has power to change beneficiaries, a beneficiary named ac- quires no vested interest in the benefit. 219 But it has been 216 Wait v. Smith (1879) 92 111. 385. 21' In regard to the distinction in this respect between the effect of the by-laws as against members and as against strangers, it must be remembered that each member of a corporation has a legal right to inspect all the corporate records, so that, if he is ignorant of the by- laws, it is willful ignorance on his part, since opportunities of ob- taining information in regard to the by-laws are always open to him. But third persons, even though they have extensive dealings with the corporation, have no legal right to inspect any of the corporate records. Their knowledge of the by-laws must therefore be necessarily confined to what the corporation, through its officers, chooses to tell them. 218 Cotter v. Grand Lodge, A. O. U. W. (1899) 23 Mont. 82, 57 Pac. €50; Supreme Tent, K. of M., v. Hammers (1899) 81 III. App. 560. 2i» Sabin v. Phinney (1892) 134 N. Y. 423, 31 N. E. 1087; Supreme Council, A. L. H., v. Adams (1895) 68 N. H. 236, 44 Atl. 380; Supreme Council, C. K. of A., v. Morrison (1889) 16 R. I. 468, 17 Atl. 57; Lane v. Lane (1897) 99 Tenn. 639, 42 S. W. 1058; Sofge v. Supreme Lodge, (169) § 146 BY-LAWS. [Ch. 5 held that by-laws limiting redress to the tribunals of the society, or requiring resort thereto as a condition prece- dent to an appeal to the courts, are not binding on benefi- ciaries who are not members. 220 Where a member has the right to substitute beneficiaries on surrendering the origi- nal certificate, equity will not allow a beneficiary who re- fuses to surrender the certificate to profit by his own wrong, but, as between the rival beneficiaries, will consider the rules complied with. 221 Involuntary relation to corporation. § 146. In regard to the effect of by-laws upon third persons, it is possible that a distinction ought to be drawn between those who have voluntarily and those who have involuntarily entered into relations with the corporation. Thus, a person who of his own accord proceeds to do busi- ness with a corporation may reasonably be held to a stricter degree of accountability to its by-laws than a person who becomes connected with a company involuntarily; as, for example, a creditor of a stockholder who acquires rights in the stock by virtue of legal proceedings taken to collect his debt. In the former case the party went into the transac- tion without compulsion, and could, without loss, have re- fused to go into it if he had been unable to satisfy himself K. of H. (1897) 98 Tenn. 446, 39 S. W. 853; Catholic Knights v. Kuha (1892) 91 Tenn. 214, 18 S. W. 385. 220 Grimbley v. Harrold (1899) 125 Cal. 24, 57 Pac. 558 ; Dobson ▼. Hall (1892) 11 Pa. Co. Ct. Rep. 532; Strasser v. Staats (1891) 59 Hun, 143, 13 N. Y. Supp. 167. *2i jory v. Supreme Council, A. L. of H. (1894) 105 Cal. 20, 38 Pac 624. (170) Ch. S] EFFECT OF BY-LAWS. § 146 in regard to the by-laws. In the latter case, the party was driven into a business relation with the corporation in or- der to collect a debt which, in its inception, had no connec- tion with the corporation. It would seem just that in the latter class of cases the rule of constructive notice should be less freely applied than in the former, but the distinc- tion, apparently, has not yet been drawn by the courts. (171) CHAPTER VI. ENFORCEMENT OP BY-LAWS. § 147. Right to provide penalty. 148. Recovery of penalty. 149. Double punishment. 150. Self-executing by-laws. 151. Interference by courts. 152. Same — Corporate tribunals. 153. Same — When expulsion will be reviewed. Right to provide penalty. § 147. The right of a corporation to pass by-laws bind- ing its members necessarily implies the right to enforce in some way obedience to such by-laws. Accordingly it has been held that by-laws may provide for their enforce- ment by means of pecuniary penalties or corporate disa- bilities, 1 subject to the rule that the penalties must in all cases be proportionate to the offense. 2 The corporate dis- abilities usually inflicted are suspension or expulsion. Pecuniary penalties may be collected by deducting them from the dividends of the offending members, 3 or by suit in the name of the corporation or its officers. 4 i Palmetto Lodge v. Hubbell (1848) 2 Strob. (S. C.) 467, 49 Am. Dec. 604. aCahill v. Kalamazoo Mut. Ins. Co. (1845) 2 Doug. (Mich.) 138, 43 Am. Dec. 462. s Child v. Hudson's Bay Co. (1723) 2 P. Wms. 208. * Graves v. Colby (1838) 9 Adol. & E. 356; Feltmakers v. Davis (1797) (1Y2) Ch. 6] ENFORCEMENT OF BY-LAWS. § 149 Recovery of penalty. § 148. Where a penalty named in a by-law is made pay- able to the officers of the corporation for the time being, for the use of the company, a suit for such a penalty can- not be maintained by the officers who held office at the time the penalty was incurred, when such officers have gone out of office before the action is brought. 5 In an action of debt to recover a penalty, a declaration stating the penalty as being forfeited under and by virtue of a certain by-law of the company before that time duly made, without setting forth the charter empowering the company to make by- laws, the by-law made, and the breach of it, is demurrable. 6 Such a declaration must set out the by-law and count spe- cially on it. 7 The reasonableness of by-laws imposing pen- alties has been already discussed. 8 Double punishment. § 149. A, member cannot be twice punished for the same offense; hence the refusal to pay a fine inflicted for a violation of a by-law does not authorize the infliction of an additional fine. 9 And where a by-law provides a pun- ishment of fine or expulsion for its violation, a member who 1 Bos. & P. 98. In one New York case it is intimated that payment of fines is only voluntary. Thomas v. Musical Mut. Protective Union (1890) 121 N. Y. 45, 24 N. E. 24. s Graves v. Colby (1838) 9 Adol. & E. 356. eFeltmakers v. Davis (1797) 1 Bos. & P. 98. i Ottawa Union Bldg. Soc. v. Scott (1865) 24 Up. Can. Q. B. 341. s See ante, c. 3, §§ 80-86. »Pentz v. Citizens' Fire Ins. Co. (1871) 35 Md. 73. (173) § ISO BY-LAWS. [Ch. 6 has violated the by-law and been fined therefor and paid his fine cannot be expelled for the same offense. 10 But it has been held in Georgia that a by-law of a benevolent so- ciety which provided that members should be dropped un- less they paid the fines imposed by the by-laws for delin- quencies was valid. 11 Self -executing by-laws. § 150. By-laws may be self-executing, or may require affirmative action on the part of the corporation or its of- ficers to inflict a penalty or effect a forfeiture provided for by by-law. It may be said generally that, if the language of the by-law is peremptory, and provides for no further act or ceremony, it is self-executing; 12 otherwise not. 18 A by-law forbidding the transfer of stock by any stockholder who is indebted to the corporation, while it creates a lien 10 People v. New York Benev. Soc. (1875) 3 Hun (N. Y.) 364. ii Hussey v. Gallagher (1878) 61 Ga. 92. See contra, Adley v. Reeves (1813) 2 Maule & S. 53. 12 Card v. Carr (1856) 1 C. B. (N. S.) 197; Rood v. Railway P. & P. C. Mut. Ben. Ass'n (1887) 31 Fed. 64; Schmidt v. Supreme Tent, K. of M. (1897) 97 Wis. 532, 73 N. W. 22; Preckmann v. Supreme Coun- cil, R. A. (1897) 96 Wis. 133, 70 N. W. 1113; Lehman v. Clark (1898) 174 111. 279, 51 N. E. 222; Parker v. Bankers* Life Ass'n (1900) 86 III. App. 315; Railway P. & P. C. Mut. Aid & Ben. Ass'n v. Leonard (1899) 82 111. App. 214; McDonald v. Ross-Lewin (1883) 29 Hun (N. Y.) 87; Paster v. Nagelsmith (1900) 30 Misc. Rep. 791, 63 N. Y. Supp. 154; Rhule v. Diamond Colliery Accidental Fund (1900) 13 Pa. Super. Ct. 41C; Borgraefe v. Supreme Lodge, K. & L. of H. (1886) 22 Mo. App. 127. 13 Northwestern Traveling Men's Ass'n v. Schauss (1893) 148 111. 304, 35 N. E. 747; Independent Order of Foresters v. Haggerty (1899) 86 111. App. 31; Lime City B., L. & S. Ass'n v. Black (1893) 136 Ind. 544, (174) Ch. 6] ENFORCEMENT OF BY-LAWS. § 151 on the stock, does not give the corporation any power to sell the stock. 1 3a Interference by courts. § 151. Where property interests are involved, the courts will interfere to prevent injustice in enforcing by- laws ; 14 but so long as the association acts within the pow- ers vested in it, and in good faith pursues the methods prescribed by its by-laws, provided such by-laws are not in violation of statute, or of any inalienable right of the mem- ber, the determination of a corporation, like that of a judi- cial tribunal, is conclusive. 15 And in the case of merely 35 N. E. 829; Gray v. Christian Soc. (1884) 137 Mass. 329; American Council, No. 107, v. National Council, O. TJ. A. M. (1899) 63 N. J., Law, 62, 43 Atl. 2; La Marsh v. L'Union St. J. B. Soc. (1895) 68 N. H. 229, 38 Atl. 1045; Wheeler t. Lackawanna Coal Co. (1898) 5 Lack. Leg. N. 97; Murphy v. Independent Order S. & D. of J. (1900) 77 Miss. 830, 27 So. 624 ; Modern Woodmen of America v. Jameson (1892) 48 Kan. 718, 30 Pac. 460. isa Tete v. Farmers' & Mechanics' Bank (1869) 4 Brewst. (Pa.) 308. i* Grand Lodge, K. of P., v. People (1895) 60 111. App. 550; Modern Woodmen of America v. Deters (1896) 65 111. App. 368; Kolfl v. St. Paul Fuel Exchange (1892) 48 Minn. 215, 50 N. W. 1036. ib Otto v. Journeymen Tailors' P. & B. Union (188?) 75 Cal. 308; Bachmann v. New Yorker D. A. B. (1882) 64 How. Pr. (N. Y.) 442, 12 Abb. New Cas. 54; Neukirch v. Keppler (1900) 67 N. Y. Supp. 710; Aus- tin v. Dutcher (1900) 67 N. Y. Supp. 819; Travers v. Abbey (1900) 104 Tenn. 665, 58 S. W. 247; Ash v. Methodist Church (1900) 27 Ont. App. 602; Society for Visitation of Sick v. Commonwealth (1866) 52 Pa. St. 125, 91 Am. Dec. 139; Grand Castle v. Brldgeton Castle (N. J.; 1898) 40 Atl. 849; Hoeffner v. Grand Lodge, G. O. H. (1890) 41 Mo. App. 359; Croak v. High Court, I. O. F. (1896) 162 111. 298, 44 N. E. 525; Spilman v. Supreme Council, H. C. (1892) 157 Mass. 128, 31 N. E. 776. (175) § 152 BY-LAWS. [Ch. 6 voluntary unincorporated associations, the general rule is that the courts will not interfere. 16 Same — Corporate tribunals. § 152. The by-laws may lawfully provide a tribunal before which disputed claims and rights of membership must be tried. 17 And the determination of such tribunal upon disputed claims, 18 or upon expulsion of members, 19 may be made final and conclusive. But it has been held that by-laws providing for the final and conclusive deter- mination of disputes between the association and its mem- bers cannot preclude recourse to the courts. 20 A member i« Richardson v. Fremantle (1871) 24 Law T. (N. S.) 81; Lambert v. Addison (1882) 46 Law T. (N. S.) 20; Lyttleton v. Blackburn (1876) 33 Law T. (N. S.) 641; Gardner v. Freemantle (1871) 19 Wkly. Rep. 256; People v. Board of Trade (1875) 80 111. 137; Ryan v. Lamson (111.; 1892) 4 Nat. Corp. Rep. 127; White v. Brownell (1868) 4 Abb. Pr. (N. S.; N. Y.) 162, 2 Daly, 329; Bauer's Appeal (1878) 5 Wkly. Notes Cas. (Pa.) 485; Rorke v. San Francisco S. & B. B. (1893) 99 Cal. 196, 33 Pac. 881. I'Hussey v. Gallagher (1878) 61 Ga. 92; Haebler v. New York Pro- duce Exchange (1896) 149 N. Y. 414, 44 N. B. 87; Roxbury Lodge, No. 184, v. Hocking (1897) 60 N. J. Law, 439; Grand Cent. Lodge, No. 297, v. Grogan (1892) 44 111. App. Ill; Cheney v. Ketcham (1898) 7 Ohio Dec. 183, 5 Ohio N. P. 139; Van Poucke v. Netherland St. V. P. Soc. (1886) 63 Mich. 378, 29 N. W. 863. is Russell v. North American Ben. Ass'n (1898) 116 Mich. 699, 75 N. W. 137; Raymond v. Farmers' Mut. Fire Ins. Co. (1897) 114 Mich. 386, 72 N. W. 254; Fillmore v. Great Camp, K. of M. (1895) 103 Mich. 437, 61 N. W. 785; Hembeau v. Great Camp, K. of M. (1894) 101 Mich. 161, 59 N. W. 417; Canfleld v. Great Camp, K. of M. (1891) 87 Mich. 626, 49 N. W. 875. And see Osceola Tribe, No. Ill, v. Schmidt (1881) 57 Md. 98. i» Anacosta Tribe, No. 12, v. Mnrbach (1859) 13 Md. 93. »°McMahon v. Supreme Tent, K. of M. (1899) 15 Mo. 522, 52 S, (176) Ch. 6] ENFORCEMENT OF BY-LAWS. § 152 must in all cades have notice of proceedings for his expul- sion, and an opportunity to be heard, 21 and all formalities prescribed by the by-laws must be observed. 22 Such by- laws are always strictly construed, and their language will not be extended by implication. 23 But a member may, of course, waive notice or any other provision for his bene- fit. 24 And it has been held that a by-law providing for ex- pulsion without notice will not invalidate proceedings tak- en under its authority, where the accused by his own act made it impossible that he should attend had notice been "W. 384; Voluntary Relief Dept. v. Spencer (1897) 17 Ind. App. 123, 46 N. E. 477; Daniher v. Grand Lodge, A. O. U. W. (1894) 10 Utah, 110, 37 Pac. 245; Quinlan v. St. Francis Xavier Mut. Ben. Soc. (1886) 2 City Ct. Rep. (N. Y.) 356. aiLoubat v. LeRoy (1886) 40 Hun (N. Y.) 546; Wachtel v. Noah W. & O. Benev. Soc. (1881) 84 N. Y. 28; Simmons v. Syracuse B. & N. Y. & O. Benev. Soc. (1890) 56 Hun, 645, 10 N. Y. Supp. 293; People v. Greenwood Lake Ass'n (i892) 18 N. Y. Supp. 491; Erd v. Bavarian N. A. & R. Ass'n (1887) 67 Mich. 233, 34 N. W. 555; Lysaght v. St. Louis O. S. Ass'n (1893) 55 Mo. App. 538; Swaine v. Miller (1897) 72 Mo. App. 446; Cotton Jammers & Longshoremen's Ass'n, No. 2, v. Taylor (1900) 23 Tex. Civ. App. 367, 56 S. W. 553; Diligent Fire Co. v. Com- monwealth (1874) 75 Pa. St. 291. 22 Byram v. Sovereign Camp, W. of W. (1899) 108 Iowa, 430, 79 N. W. 144. 23 SchifE v. Supreme Lodge, O. M. P. (1896) 64 111. App. 341; Grand Cent. Lodge, No. 297, v. Grogan (1892) 44 111. App. Ill; Roxbury Lodge, No. 184, v. Hocking (1897) 60 N. J., Law, 439, 38 Atl. 693; Voluntary Relief Dept. v. Spencer (1897) 17 Ind. App. 123, 46 N. E. 477; People v. Alpha Lodge, No. 1 (1895) 13 Misc. Rep. 677, 35 N. Y. Supp. 214. But see People v. St. George's Soc. (1873) 28 Mich. 261. 2* Miller v. United States Grand Lodge (1897) 72 Mo. App. 499; State v. Cincinnati C. of C. & M. E. (1897) 4 Ohio N. P. 244, (177) Boisot By Laws — 12. § 152 BY-LAWS. [Ch. 6 given him. 28 By-laws may provide for a preliminary in- vestigation without notice. 26 The authorities are agreed that before a member can ap- peal to the courts he must exhaust his remedies under the by-laws of the association. 27 A member cannot anticipate injury, and invoke the aid of equity to restrain the asso- ciation from proceeding with a hearing. 28 And it has been held that failure to appear and answer charges is not ex- cused by insanity; 29 nor will the miscarriage of ah assess- ment notice under a by-law authorizing notice by mail ex- cuse nonpayment, so as to invalidate a subsequent suspen- 2sBerkhout v. Supreme Council, R. A. (1899) 62 N. J. Law, 103, 43 Atl. 1. 26 Green v. Board of Trade (1898) 174 111. 585, 51 N. B. 599. 27Lawson v. Hewell (1897) 118 Cal. 613, 50 Pac. 763; People v. Women's C. O. F. (1896) 162 111. 78, 44 N. E. 401; Grant v. Langstaff (1893) 52 111. App. 128; Blumenfeldt v. Karschuck (1891) 43 111. App. 434; Levy v. Order of Iron Hall (1892) 67 N. H. 593, 38 Atl. 18; Jeane v. Grand Lodge, A. O. TJ. W. (1894) 86 Me. 434, 30 Atl. 70; McMahon v. Supreme Council, O. C. P. (1893) 54 Mo. App. 468; Levy v. Grand Lodge (1894) 9 Misc. Rep. 633, 30 N. Y. Supp. 885; Wood v. What Cheer Lodge (1896) 35 Atl. 1045, 20 R. I. 795, 38 Atl. 895; Miller v. Wolf (1901) 18 Lane. Law Rev. (Pa.) 105; Coffee v. Southwafk Benefi- cial Soc. (1876) 2 Wkly. Notes Cas. (Pa.) 600; Herman v. Plummer (1898) 20 Wash. 363, 55 Pac. 315; Loeffler v. Modern Woodmen (1898) 100 Wis. 79, 75 N. W. 1012; State v. Castle Excelsior No. 1 (1883) 10 Wkly. Law Bui. (Ohio) 2; Fillmore v. Great Camp, K. of M. (1896) 109 Mich. 13, 66 N. W. 675; Montour v. Grand Lodge, A. O. U. W. (Or.; 1900) 62 Pac. 524. 28 Grand Commandery of Massachusetts v. Stewart (Mass.; 1900) 58 N. E. 689; Thomas v. Musical Mut. Protective Union (1890) 121 N. Y. 45, 24 N. E. 26. so Pfeiffer v. Weishaupt (1885) 13 Daly (N. Y.) 161. (178) Ch. 6] ENFORCEMENT OF BY-LAWS. g 153 sion. 80 But the remedy provided by the by-laws must be adequate, 81 and available to the accused of his own motion, as a matter of right, not of favor. 82 To require a member to appeal from one tribunal to another before resorting to the courts, a by-law must be mandatory, and not merely permissive. 33 Proceedings for expulsion must be in ac- cordance with the by-laws as to notice and jurisdiction of the offense to require a member to appeal to a higher tribu- nal for reversal of his expulsion. 34 Same — When expulsion will be reviewed. § 153. The supreme court of Illinois lays down the rule that, in determining whether the courts will take jurisdic- tion to review an expulsion from membership, a distinc- tion must be observed between cases in which the associa- tion subjects its members to discipline for immoral con- duct or for violation of the rules of the order, and those in which a member appeals to the courts to secure prop- erty rights or enforce money demands. In the latter case, it is sufficient to show that the expulsion was invalid, with- out showing the exhaustion of all the remedied within the rules for a reversal of the determination. In the former so Weakly v. Northwestern Benev. & Mut. Aid Ass'n (1886) 19 111. App. 327. si People v. Musical Mut. Protective Union (1889) 118 N. Y. 101, 23 N. S. 129. 32 Holmany v. National Slavonic Soc. (1899) 39 App. Div. 573, 57 N. Y. Supp. 720. 33 Supreme Lodge, O. S. F., v. Dey (1897) 58 Kan. 283, 49 Pac. 74. si Women's C. O. F. v. Haley (1900) 86 111. App. 330. But see Screw- men's Ben. Ass'n v. Benson (1890) 76 Tex. 552, 13 S. W. 879. (179) § 153 BY-LAWS. [Ch. 6 case, it must appear that such means of review have beeu exhausted. 35 A member of a voluntary organization may, of course, consent to have his private conduct reviewed by the association. 36 Hence a by-law providing for the ex- pulsion of members who should be guilty of conduct in- jurious to the interests of the club is valid. 37 But a by-law which vests in a majority power to expel for disorderly con- duct has been held to be void. 38 Where a board of trade suspends a member on a charge and hearing pursuant to by- laws providing for expulsion when a member shall be guilty of any act of bad faith, or any other dishonorable conduct, its determination will not be reviewed by the courts. 39 So, where the charter of an incorporated club authorizes the expulsion of members for causes to be regulated by the by- laws, a by-law which gives the directors power to expel a member "for acts or conduct which they may deem disor- derly" is valid. 40 When the by-laws of a club subject a member to expulsion for conduct unbecoming a gentleman, on a two- thirds vote of the board of governors, the corpo- rate authorities alone must determine whether the con- duct of a member in accusing the daughter of a fellow member, within the club, and to members thereof, of writ- ing anonymous letters, is a violation of the by-law. 41 But SB People v. Women's C. O. F. (1896) 162 111. 78, 44 N. E. 401. And see Grand Lodge, K. of P., v. People (1895) 60 III. App. 550. 86 Parmer v. Board of Trade (1899) 78 Mo. App. 557. aiDawklns v. Antrobus (1879) 17 Ch. DIv. 615. as Evans v. Philadelphia Club (1865) 50 Pa. St. 107. so Board of Trade v. Nelson (1896) 162 111. 431, 44 N. E. 743. *o Commonwealth v. Union League (1890) 135 Pa. St. 301, 19 Atl. 1030. « United States v. Metropolitan Club (1897) 11 App. D. C. 180 (180) Ch. 6] ENFORCEMENT OF BY-LAWS. § 153 a by-law of a produce exchange providing that a member may be censured, suspended or expelled for willful viola- tion of the charter, fraudulent breach of contract, or any proceedings inconsistent with just and equitable princi- ples of trade, or other misconduct, does not authorize the board of managers to suspend a member upon a charge involving mere breach of contract, 42 and where a commit- tee of a board of trade, charged with the investigation of an alleged failure on the part of members to adjust their respective claims to money deposited as margins upon an executory contract of sale, decides such contro- versy by taking the difference between the contract price and the board price, without permitting the accused to show that the board price was not the real market value, but merely a fictitious price produced by pretended sales made to corner the market, the decision of such commit- tee is not binding. 43 Where the certificate of a mutual benefit association is made payable on condition that the insured is in good standing in the society at his death, and the constitution of the society provides that, upon due trial and convic- tion of unbecoming conduct, a member shall be repri- manded, suspended, or expelled, loss of good standing can only be shown by proof of some official action of the so- ciety, and not by mere oral evidence. 44 A by-law provid- es People v. New York Produce Exchange (1894) 8 Misc. Rep. 662, 29 N. Y. Supp. 307. 43 Ryan v. Cudahy (1895) 157 111. 108, 41 N. E. 760. « High Court, I. O. F., v. Zak (1891) 136 111. 185, 26 N. E. 593. (181) § 153 BY-LAWS. [Ch. 6 ing that a member against whom charges are preferred shall have a fair trial upon evidence has been held to mean legal evidence by the rules of the common law. 45 « Modern Woodmen v. Deters (1896) 66 111. App. 368. (182) CHAPTER VII. NECESSITY OF BY-LAWS. § 154. By-laws a practical necessity. 155. Validity of acts in the absence of by-laws. 156. Same. 157. By-laws should be adopted. By-laws a practical necessity. § 154. Although it is theoretically possible for a cor- poration to exist without by-laws, yet the condition of that corporation's affairs will be much like that of a country whose statute book is a blank. In most, if not all, of the United States, certain matters, such as the calling of corporate meetings, the duties of corporate officers, and the like, are left by statute to be regulated by the by-laws. Where this is the case, the neglect to adopt by-laws is al- ways fraught with inconvenience, and sometimes with dis- aster. Courts of equity can interpret, but not make con- tracts j 1 they have no jurisdiction to supplement the powers of voluntary associations when, through neglect to enact suitable by-laws, they are found to be inadequate. 2 But where an association had no constitution or by-laws, it was held that a usage or custom in relation to meetings was i Scanlan v. Snow (1894) 2 App. D. C. 137. 2 Powers v. Budy (1895) 45 Neb. 208, 63 N. W. 476. (183) § 155 BY-LAWS. [Ch. 7 entitled to consideration in determining questions relating thereto. 3 Validity of acts in the absence of by-laws. § 155. Where a corporation has no by-laws prescrib- ing the manner of calling corporate meetings, votes passed at meetings of the corporation are not binding, un- less it is shown that all the members either were present or had actual notice of the meeting. 4 And under a statute providing that stock may be sold to satisfy delinquent as- sessments under such regulations as the corporation by its by-laws may direct, no valid sale of stock for delinquent assessments can be made where no by-laws on the subject have been passed." Where the constitution of a society provides that the manner of suspending members for non- payment of dues shall be detailed in the by-laws, the so- ciety cannot suspend a member for nonpayment of dues until it has adopted a by-law covering the case. 6 When a charter directs that all elections of directors after the first shall be held annually at such times as the by-laws shall direct, no second election of directors can be held un- til by-laws designating the time of such election have been adopted. 7 It has been held, however, under a statute pro- viding that the corporation should be governed by di- sOstrom v. Greene (1897) 20 Misc. Rep. 177, 45 N. Y. Supp. 852. 4Wiggin v. Freewill Baptist Church (1844) 8 Mete. (Mass.) 312. o Mitchell v. Vermont Copper Mining Co. (1876) 40 N. Y. Super. Ct. 413. • District Grand Lodge v. Conn (1886) 20 111. App, 348. t Johnston v. Jones (1872) 23 N. J. Eq. 216. (184) Ch. 7] NECESSITY OF BY-LAWS. § 157 rectors, who should be chosen by the members at their an- nual meeting, and that such annual meeting should be held at such time and place as might be provided by the by- laws, that an election of directors held before any by-laws had been adopted was valid, since the provision that the directors should be elected at the annual meeting was merely directory, and did not invalidate an election of di- rectors held at some other time. 8 Same. § 156. In a recent case in Arkansas, it was held that where there was no by-law providing what notice of di- rectors' meetings should be given, actual personal notice must be given to each director in order to render a meeting of the board of directors valid. 9 And in a Michigan case, involving a corporation whose charter provided that the corporation should consist of the original members and such other persons as should subscribe or become holders in the manner to be provided by the by-laws, it was held that no new members could be received into the corporation until a set of by-laws had been adopted. 10 By-laws should be adopted. § 157. In view of the many and manifest disadvantages and inconveniences attending any attempt to carry on the business of a corporation without by-laws, it should be the first duty of the directors of a newly-organized corporation to secure the adoption of a full code of by-laws. s Hughes v. Parker (1849) 20 N. H. 70. » Bank of Little Rock v. McCarthy (1892) 55 Ark. 473. 18 S. W. 759. io Carlisle v. Saginaw V. & St. L. R. Co. (1873) 27 Mich. 315, 5 Am. Corp. Cas. 456. (185) CHAPTER VIII. PROOF OF BY-LAWS. | 158. Necessity of proof. 159. Manner of proof. Necessity of proof. § 158. Since by-laws partake rather of the nature of contracts than of statutes, and are merely of local and limited application, it follows that when any question in regard to them arises in an action at law, the by-laws must be pleaded 1 and proved. 2 The courts cannot take judicial notice of them, as they do of public statutes. 8 banner of proof. § 159. The contents of written by-laws cannot be prov- ed by the oral testimony of one of the officers of the corpora- tion. The by-laws themselves must be produced in court.* It is not necessary to introduce the original books of the as- i Wright v. Supreme Commandery, G. R. (1891) 87 Ga. 426, 13 S. E. 564; Women's C. O. F. v. Condon (1899) 84 111. App. 564; Ottawa Union Bldg. Soc. v. Scott (1865) 24 Up. Can. Q. B. 341. 2 O'Connell v. Supreme Conclave, K. of D. (1897) 102 Ga. 143, 28 S. B. 282. a Haven v. New Hampshire Asylum (1843) 13 N. H. 532, 38 Am. Dec. 512; Carroll v. Mullanphy Savings Bank (1880) 8 Mo. App. 253. *Lumbard v. Aldrich (1835) 8 N. H. 31; American B. & L. Ass'n v. Mordock (1894) 39 Neb. 413, 58 N. W. 107. (186) Ch. 8] PROOF OF BY-LAWS. § 159 sociation in evidence; by-laws may be shown by a proved copy. 5 In an action against a benefit society it was held that the plaintiff need not prove the provisions of the de- fendant's by-laws, where the answer set them forth. 6 Proof of by-laws is now regulated by statute in some states. 7 The adoption of by-laws may be proved by the records of the meeting at which they were adopted, 8 and where there is no formal record of their adoption, the adoption of the by- laws Diay be proved by oral evidence of the acts and'repre- sentations of the officers and directors of the corporation,' or by the testimony of officers or members who were pres- ent when they were adopted. 10 In an action by the receiver of a building and loan association against one of its mem- bers for dues, it was held that the defendant's pass-book, which contained a copy of the by-laws, was admissible in evidence in proof of the by-laws on behalf of the plaintiff, in connection with the testimony of a witness that the by- laws contained in that book were the only by-laws the asso- ciation had ever had. 11 The by-laws of a corporation re- stricting and limiting the powers of the officers are com- petent evidence as to the authority of such officers, 12 and Zimmerman v. Masonic Aid Ass'n (1896) 75 Fed. 236. « Greenspau v. American Star Order (1892) 20 N. Y. Supp. 945. 7 See High Court, I. 0. F., v. Heath (1898) 80 111. App. 239; Lloyd v. Supreme Lodge, K. of P. (C. C. A.; 1899) 98 Fed. 66. s Commonwealth v. Woelper (1817) 3 Serg. & R. (Pa.) 31. "Union Bank v. Ridgely (1827) 1 Har. & G. (Md.) 412. 10 Masonic Mut. Ben. Ass'n v. Severson (1899) 71 Conn. 719, 43 Ati. 192. « Frank v. Morrison (1882) 58 Md. 438. « De Bost v. Albert Palmer Co. (1885) 1 How. Pr. (N. S.; N. Y.) 501; Railway E. & P. Co. v. Lincoln Nat. Bank (1894) 82 Hun, 8, 31 N. Y. Supp. 44. (187) § 159 BY-LAWS. [Ch. 8 the by-laws are also evidence of the extent of the officers' liability to the corporation. 13 The fact that the articles re- quire a written record does not necessarily exclude oral evi- dence of the facts required to be kept in writing. 14 In a suit against a mutual benefit society for benefits, the by-laws of the society may be introduced in evidence by it, although they are not attached to the certificate of membership. 15 is Bank of Wilmington v. Wollaston (1840) 3 Har. (Del.) 90. i* Du Quoin Star C. M. Co. v. Thorwell (1879) 3 111. App. 394. is Espy v. American Legion of Honor (1893) 7 Kulp (Pa.) 134. (188), APPENDIX. APPENDIX. FORM OF BY-LAWS. As the by-laws of private corporations are often drawn up by persons not learned in the law, it has been thought [advisable to append to this work a set of by-laws. This icode of by-laws is not intended as a model to be slavishly followed, but rather as a suggestion to be considered in •connection with the charter of the corporation and the /statutes. It is impossible to frame a set of by-laws that will be proper and sufficient for all kinds of corporations organ- ized under the laws of different states. The first task of a person about to draw up a set of by-laws should be to ex- amine carefully the charter of the corporation and the statutes of the state under which it is organized. After he has done that, he may derive some assistance from the examination of the following by-laws : BY-LAWS. ARTICLE I. STOCK. Section 1. The capital stock of this corporation shall APPENDIX. 191 be divided into shares of the value of dol- lars each. Sec. 2. AH certificates of stock shall be signed by both the president and the secretary, and sealed with the cor- porate seal. Sec. 3. Shares of capital stock may be transferred by indorsement of the certificate, and its surrender to the secretary for cancellation, whereupon a new certificate shall be issued to the transferee. The board of directors may by resolution forbid the transfer of stock for a space of time, not exceeding thirty days, immediately before a meeting of the stockholders, or immediately before the time when a dividend is payable. Sec. 4. Upon failure of any stockholder to pay any as- sessment levied on his stock for thirty days after the same shall become due, the secretary shall cause a written or printed notice to be served personally on such stock- holder, or to be sent to him by registered mail. Such notice shall state the amount due from such stockholder, and shall notify him that, unless he pays the same within thirty days after the service or mailing of said notice, his stock will be forfeited. If the delinquent stockholder fails to pay the entire amount due from him within the time specified in such notice, his stock shall become forfeited without further action on the part of the corporation, and such forfeited stock may thereupon, without further no- tice, be sold by the secretary for the benefit of the corpora- tion at either public or private sale ; provided that the pro- 192 APPENDIX. ceeds of such sale, if any, over and above the amount due on said stock, shall be paid, on demand, to the delinquent stockholder. ARTICLE II. STOCKHOLDERS' MEETINGS. Section 1. The regular annual meeting of the stock- holders of this corporation shall be held at the general office of- the corporation in the city of on the first Monday of in each year, at the hour of . . . o'clock P. M. Special meetings of the stockholders may be called by the directors. Such special meetings shall be held at the same place and the same hour as the regular annual meeting. Sec. 2. The secretary shall mail to each stockholder at his last known place of residence a written or printed no- tice of the time and place of holding every annual or special stockholders' meeting. Such notice shall be mailed at least thirty days before the time at which the meeting is to be held. Sec. 3. At all meetings of the stockholders, each stock- holder shall be entitled to cast one vote for each share of stock held by him. He may vote in person or by proxy ap- pointed in writing. Sec. 4. At any stockholders' meeting, a majority of the stock issued must be represented in order to constitute a quorum for the transaction of business ; but the stockhold- APPENDIX. 193 erg present at any meeting, though less than a quorum, may adjourn the meeting to some other day. Sec. 5. The president and secretary of the corporation shall act as president and secretary of each stockholders' meeting, unless the meeting shall otherwise decide. ARTICLE III. DIRECTORS. Section 1. The affairs of this corporation shall be man- aged by a board of directors, who shall be elected by the stockholders at the regular annual meeting, and who shall hold office for one year, and until their succes- sors are elected. Sec. 2. The directors shall elect all the other officers of the corporation. Vacancies in the board of directors may be filled by election by the remaining members of the board at any regular or special meeting. Sec. 3. No person shall be eligible to the office of di- rector who is not a stockholder in the corporation. A transfer by a director of all his stock in the corporation shall operate as a resignation of his office. Sec. 4. No director shall receive any salary or compen- sation for his services as director. Sec. 5. Kegular meetings of the board of directors shall be held immediately after the adjournment of each regular annual meeting of the stockholders, and also upon the first Boisot By Laws — 13. 1.94 APPENDIX. Monday of each month at the hour of . . . o'clock P. M. Such meetings shall be held at the general office of the corporation. Sec. 6. Special meetings of the board of directors may be called at any time by the president by mailing to each director at least three days before the time of such meet- ing a written or printed notice stating the time and place of holding such meeting. Sec. 7. At any regular or special meeting of the board of directors, a majority of the directors shall constitute a quorum for the transaction of business, but a smaller number may adjourn the meeting to another day. Sec. 8. At each regular annual meeting of the stock- holders, the directors shall present a general statement of the business of the preceding year and a report of the financial condition of the corporation. ARTICLE IV. OFFICERS. Section 1. The officers of this corporation shall con- sist of a president, vice president, secretary, and treas- urer, who shall be elected by the directors, and who shall perform the duties usually appertaining to their respective offices. They shall hold office for one year, and until tha'r successors are elected and qualified. Sec. 2. No person shall be eligible to the office of presi- dent or vice president who is not a director. A president APPENDIX. 195 or vice president who ceases to be a director ceases at the same time to hold the office of president or vice president. The offices of secretary and treasurer may be held by the same person at the same time. Sec. 3. The directors may, by resolution, require any or all of said officers to give bond to the corporation with sufficient surety conditioned for their faithful performance of the duties of their respective offices. Sec. 4. All written contracts entered into on behalf of the corporation shall be signed by both the president and the secretary, and sealed with the corporate seal. ARTICLE V. AMENDMENT. Section 1. These by-laws or any of them may be alter- ed, amended, added to, or repealed by the same body that enacted them. The foregoing by-laws are substantially the same as those published in the first edition of this work. The main idea in drawing them was to put in the essential features, and leave out everything else, on the theory that unnecessary by-laws may become a trap for unwary officers. The au- thor has been gratified to learn that this code of by-laws has been used with satisfaction in many cases since its first publication. Some persons, however, may prefer a more elaborate code, and therefore it has been thought best to add to this edition the following alternative set of by-laws : 196 / APPENDIX. BY-LAWS. AETICLE L SEAL AND PLACE OF BUSINESS. Section 1. The corporate seal of this corporation shall have engraved on it in the center the words "Corporate Seal," and the date of incorporation, and in a circle around the edge the full name of the corporation. Sec. 2. Until changed by the directors, the general office of this corporation shall be at No , Street, in the City of , County of , and State of , but the directors may at any regular or special meeting change the place of such office. ARTICLE II. CAPITAL STOCK. Section 1. The capital stock of this corporation shall be divided into shares, of the value of dol- lars each. All of said stock shall entitle the holders to equal rights in the corporation unless the stockholders, by unanimous vote, shall determine to divide the stock into two classes, namely, common stock and preferred stock. Sec. 2. All certificates of stock shall be signed by the president, and sealed with the corporate seal, attested by the secretary. They shall state whether the stock is fully paid or not. In case preferred stock is issued, the contract in regard to such stock shall be fully set forth in the certifi- cates of preferred stock, and the certificates of common stock shall state the respective amounts of both the pre- APPENDIX. 197 ferred and common stock. The directors may also pro- vide for the registration of all stock by some bank or trust company. Sec. 3. Shares of capital stock may be transferred on indorsement of the certificate duly witnessed, and its sur- render to the secretary for cancellation, whereupon the stock shall be transferred on the books of the corporation, and the transferee shall be entitled to have a new certifi- cate issued to him. The board of directors may by resolu- tion forbid the transfer of stock on the books of the cor- poration for a space of time, not exceeding thirty days, im- mediately before a meeting of the stockholders, or imme- diately before the payment of a dividend. Sec. 4. In case of loss or destruction of a certificate of capital stock, the owner shall not be entitled to receive a new certificate in lieu thereof until the lapse of sixty days after written notice of such loss or destruction has been served on the secretary, and then only on making satisfac- tory proof of such loss or destruction, and on giving the corporation ample indemnity, by bond or otherwise, as the directors may prescribe. Any such new certificate shall be plainly marked "Duplicate" on the face thereof. Sec. 5. In case of the death of a stockholder, a new certificate may be issued to his personal representatives on surrender of the old certificate, and on filing with the secre- tary a duly-certified copy of the letters testamentary or of administration. Sec. 6. Stock subscriptions shall be paid at such times 198 APPENDIX. and in such installments as may be determined by the di- rectors, but all subscribers shall have the privilege of pay- ing for their stock in full at any time, even though full pay- ment has not yet been called for. Sec. 7. Upon failure of any subscriber or stockholder to pay any assessment levied by the directors on his stock for thirty days after the same shall become due, the secre- tary shall cause a written or printed notice to be served personally on such delinquent stockholder, or to be sent to him by registered mail at his last known address. Such n tice shall state the amount due from such stockholder, and shall notify him that, unless he pays the same within thirty days after the service or mailing of such notice, his stock will be forfeited. If the delinquent stockholder fails to pay the entire amount due from him within the time specified in such notice, his stock shall become forfeited without further action on the part of the corporation, and such forfeited stock may thereupon, without further no- tice, be sold by the secretary for the benefit of the corpora- tion at either public or private sale, provided that the sur- plus proceeds of such sale, if any, over and above the amount due on such stock, shall be paid, on demand, to the delinquent stockholder. ARTICLE III. STOCKHOLDERS' MEETINGS. Section 1. The regular annual meeting of the stock- holders of this corporation shall be held at the general APPENDIX. 199 office of the corporation on the day of the month of in each year, at the hour of . . . o'clock P. M. ; provided that, when said day shall fall on Sunday, such meeting shall be held on the following day, at the same hour and place. Sec. 2. Special meetings of the stockholders may be called by the directors, and it shall be their duty to do so whenever requested in writing by stockholders holding one- tenth or more of the capital stock. Such special meetings shall be held at the same place and the same hour as the regular annual meetings. Sec. 3. The secretary shall mail to each stockholder, at his last known address, a written or printed notice of the time and place of holding every annual or special stock- holders' meeting. Such notice shall be mailed at least thirty days before the day of the meeting. The secretary shall also publish such notice, at least once in a newspaper of general circulation published in the city of , such publication to be made at least ten days before the day of the meeting. Sec. 4. At all meetings of the stockholders, each stock- holder shall be entitled to cast one vote for each share of stock held by him, unless he is in default in paying for the same. Such votes may be cast in person or by proxy. All proxies shall be in writing signed by the stockholder, and acknowledged like a conveyance of land. Sec. 5. At any stockholders' meeting, a majority of the stock issued must be represented in order to constitute a 200 APPENDIX. quorum for the transaction of business; but the stock- holders present at any meeting, though less than a quorum, may adjourn the meeting to some other day. Sec. 6. The president and secretary of the corporation shall act as president and secretary, respectively, of each stockholders' meeting, and they shall constitute a commit- tee to pass on the authenticity of proxies. Sec. 7. The order of business at stockholders' meetings shall be as follows: (1) Roll call; (2) reading of min- utes of previous meeting; (3) report of president; (4) report of treasurer; (5) election of directors; and (6) miscellaneous business. Election of directors shall be by ballot. ARTICLE IV. DIRECTORS. Section 1. The affairs of this corporation shall be man- aged by a board of directors, who shall be elected by the stockholders at the regular annual meeting, and who shall hold office for one year, and until their successors are elected. Sec. 2. The directors shall elect all the other officers of the corporation. Such election shall be held annually, as soon as possible after the annual stockholders' meeting. Vacancies in the board of directors may be filled by elec- tion by the remaining members of the board at any regular or special meeting. APPENDIX. 201 Sec. 3. Only stockholders in the corporation shall be eligible to the office of director. A transfer by a director oi: all his stock in the corporation shall operate as a resig- nation of his office. Sec. 4. Directors shall not receive any salary or com- pensation for their services as directors, but a director who is also an officer of the corporation may, by resolution of the board, receive compensation for his services as such officer. Sec. 5. Eegular meetings of the board of directors shall be held immediately after the adjournment of each regular annual meeting of the stockholders, and also upon the first Monday of each month at the hour of . . . o'clock P. M. All directors' meetings shall be held at the general office of the corporation. Sec. 6. Special meetings of the board of directors may be called at any time by the president, or by any two direct- ors, by mailing to each director, at least three days before the time of such meeting, a written or printed notice stat- ing the time of such meeting. Sec. 7. At any regular or special meeting of the board of directors, a majority of the directors shall constitute a quorum for the transaction of business, but a smaller num- ber may adjourn the meeting to another day. Sec. 8. At all meetings of the board of directors, the order of business shall be as follows: (1) Roll call; (2) reading of minutes of previous meeting; (3) reports from 202 APPENDIX. officers; (4) reports from committees; (5) unfinished business; and (6) new business. Whenever there are any officers or directors to be elected, such election shall take place immediately after the reading of the minutes of the previous meeting. ARTICLE V. OFFICERS. Section 1. The officers of this corporation shall be a president, vice president, secretary, and treasurer. They shall be elected by the directors as soon as practicable after each election of directors, and shall hold office for one year, and until their successors are elected and qualified. Sec. 2. Only directors shall be eligible to the offices of president and vice president. A president or vice presi- dent who ceases to be a director shall cease to hold office as president or vice president as soon as his successor is elected. The offices of secretary and treasurer may be held by the same person at the same time. Sec. 3. The president shall be the general executive oS cer of the corporation. He shall preside at all meetings of the directors and of the stockholders, shall prepare and present at each annual stockholders' meeting a report of the business of the corporation for the preceding year, and a sta Anient of its present condition, shall sign all stock certificates and written contracts of the corporation, and perform generally all the duties usually appertaining to the office of president of a corporation. He shall have APPENDIX. 203 general charge (subject to the control of the board of direct- ors) of the business affairs of the corporation, may sign and indorse bonds, bills, checks, and promissory notes on behalf of the corporation, and may borrow money in its name; but he shall have no power, without the previous consent of the board of directors, to incur any debt on be- half of the corporation in excess of the sum of dol- lars, or, without such consent, to bind the corporation by any obligation involving a liability in excess of said sum. He shall at all times keep the directors advised as to the affairs of the corporation. Sec. 4. The vice president shall preside at any meetings of the stockholders and of the directors from which the president may be absent, and he may perform any of the other duties of the president whenever directed to do so by vote of the board of directors. Sec. 5. The secretary shall keep the minutes of all stockholders' and directors' meetings, shall keep the stock register and stock transfer book, and shall be the cus- todian of the corporate seal and of all records, papers,, files, and books of the corporation except the account books. He shall affix the corporate seal to all documents to which it should be attached, and attest the same by hi» signature, and shall perform generally all the duties usual- ly appertaining to the office of secretary of a corporation. Sec. 6. The treasurer shall have custody of all the money and funds of the corporation, shall keep its books of account, and shall countersign the checks of the corpora- 204 APPENDIX. tion. He shall deposit the funds of the corporation in some bank or banks, to be selected by him, with the ap- proval of the board of directors, in the name of the cor- poration. He shall give bond to the corporation in an amount to be fixed by the board of directors, and with sure- ties to be approved by them. He shall at all times keep the directors fully informed as to the financial condition of the corporation, and he shall prepare and present at each annual stockholders' meeting a report showing the re- ceipts and disbursements of the preceding year, and the present financial condition of the corporation. He shall be the general financial officer of the corporation, and shall perform all the duties usually appertaining to the office of treasurer of a corporation. ARTICLE VI. AMENDMENT. Section 1. These by-laws, or any of them, may be al- tered, amended, added to, or repealed by the x at any regular or special meeting. Since the great industrial corporations are now very much before the public, copies of the by-laws of two of them are here given. It will be noted that one of these com- panies has adopted a very brief form of by-laws, and the other a very long one. 2 i Insert "stockholders" or "directors," according to the provisions of the law under which the corporation is organized. 2 These hy-laws are taken from the Preliminary Report of the United States Industrial Commission on Trusts and Industrial Combinations. APPENDIX. 205 BY-LAWS. OF TH3B STANDARD OIL COMPANY. ARTICLE I. MEETING OF STOCKHOLDERS. The annual meeting of stockholders and the election of directors shall be held at the office of the company in Bayonne, New Jersey, on the second Tuesday in January in each year, and said meeting may be adjourned from day to day until its business is completed. Special meetings of the stockholders may be called by a majority of all the directors at such times and places as they may appoint. The directors shall also call a meeting of stockholders within ten days after a written request so to do, signed by a majority of the stockholders. The business of such special meetings shall be confined to the subject specified in the notice therefor. Notice of the time and place of all meetings of stock- holders shall be signed by the secretary, and be given to each stockholder in person or be mailed to his proper post- office address at least ten days previous to the time of meet ing. At all meetings, stockholders who may be registered as such on the books of the company may vote in person, by agent, or by proxy, and shall have one vote for each and every share of stock standing in their names, but no share- 206 APPENDIX. holder shall be entitled to vote upon any stock which has not stood in his name ten days prior to the day appointed for the election. The transfer books may be closed for ten days previous to the annual election. At all elections the directors shall be the judges of the qualifications of voters, shall prescribe rules and regula- tions for voting, appoint inspectors to collect and count the votes, and cause the result of the election to be entered in full on their minutes. The board may commit its powers in this matter to a committee of its own members. The election shall be held on the day designated for that purpose, unless prevented by accident, in which case the board shall designate another day for the election. A majority of the stockholders present at any meeting shall constitute a quorum. ARTICLE II. BOARD OF DIRECTORS. The board of directors shall consist of thirteen persons who shall hold their office one year, and until their suc- cessors are elected. The board of directors, at their first meeting after every annual election, shall elect a president, four vice presi- dents, a treasurer, and secretary, and such officers shall hold their offices during the pleasure of the board. One person may be both secretary and treasurer. In case of any vacancy in the board of directors by death APPENDIX. 207 resignation, or otherwise, the board shall have the power to fill, for the unexpired term, such vacancy by ballot. The board may also appoint one assistant treasurer, one assistant secretary, and such additional officers and agents as they may deem advisable, and remove the same at their pleasure. In the absence of the president and vice presidents, they may appoint a chairman pro tempore. During a prolonged absence or inability of the president, or any other officer, they may appoint substitutes pro tem- pore, and on the death or resignation of the president, or other officer, they shall fill the vacancy. Five of the directors shall be required to constitute a quorum for the transaction of business, but less than a quorum may adjourn from time to time and from place to place. The board of directors may, at their option, hold their meeting at any place outside of the state. Dividends upon the capital stock of the company, when earned, shall be declared by the board of directors on the first Tuesday of February, May, August, and November in each year, the same to be payable on the fifteenth of the succeeding month. The board shall have power to fix the amount to be reserved as working capital. ARTICLE III. PRESIDENT. The president shall preside at all meetings of the stock- holders or directors, if present, sign all certificates of stock, and have a general care, supervision, and direction 208 APPENDIX. of the affairs of the company. He shall have power to call meetings of the board from time to time, when he shall think proper, or when requested by a majority of the board. In the event of the death, absence, or inability of the president to perform any duties imposed upon him by these by-laws and the order of the board of directors, a vice president may exercise his powers and perform his duties, "subject to the control of the board of directors. ARTICLE IV. SECRETARY. It shall be the duty of the secretary to notify the mem- bers thereof of all meetings of the board of directors when required by the president, or when required by a majority of the directors in writing; to attend such meetings when practicable ; keep true records of the votes at elections and all other proceedings; attest such records, after every meet- ing, by his signature ; safely keep all documents and papers which shall come into his possession, and truly keep the books and accounts of the company appertaining to his office, and shall present statements thereof when required by the board. He shall keep books upon which transfer of stock may be made by any stockholder, or his attorney duly constituted in writing. He shall prepare new certificates upon the transfer of shares and surrender of the old certifi- cates, and keep a register of all certificates issued. The assistant secretary shall perform such of these duties as the directors may require. APPENDIX. 209 ARTICLE V. TREASURER. It shall be the duty of the treasurer to keep and account for all moneys, funds, and property of the company whicli shall come into his hands, and he shall render such ac- counts and present such statements to the directors as may be required of him. He shall deposit all funds of the com- pany which may come into his hands in such bank or banks as the directors may designate ; he shall keep his bank ac- count in the name of the company, and shall exhibit his books and accounts to any director upon application at the office during ordinary business hours ; he shall indorse for collection the bills, notes, checks, and other negotiable in- struments received by the company; he shall pay out money on the business as the corporation may require, tak- ing proper vouchers therefor ; provided, however, that the directors shall have power, by resolution, to delegate any of the duties of the treasurer to other officers, and to pro- vide by what officers all bills, notes, checks, vouchers, or- ders, or other instruments shall be signed. The assistant treasurer shall perform such of these duties as the direct- ors may require. ARTICLE VI. CORPORATE vSEAL. A corporate seal shall be prepared and shall be kept bv the secretary in the office of the company. The impression of the seal may be made and attested by Boisot By Laws — 14. 210 APPENDIX. either the secretary or an assistant secretary for the au- thentication of contracts and other papers requiring the seal and bearing the signature of the president, or one of the vice presidents. ARTICLE VII. FISCAL YEAR. The fiseal year of this corporation shall be the calendar year. ARTICLE VIII. AMENDMENTS. These by-laws may be altered or amended by a vote of the directors at any meeting. BY-LAWS Or TBOffi FEDERAL STEEL COMPANY. ARTICLE I. OFFICE AND SEAL. The title of the corporation is "Federal Steel Com- pany." 2. The principal office is at 60 Grand Street, Jersey City, New Jersey. 3. The corporate seal of the company shall have inscrib- ed thereon the name of the corporation, the state (New APPENDIX. 211 Jersey), and the month and year of its creation (Septem- ber, 1898). ARTICLE II. DIRECTORS. 4. The property and business of the corporation shall be managed and controlled by a board of directors, who shall at all times be stockholders. They shall hold office for one year, and until others are elected and qualified in their stead. The number of the first board of directors shall be three, but at any time the number may be increased by vote of the board of directors, and, in case of any such increase, the board of directors shall have power to elect such additional directors to hold office until the next meet- ing of stockholders, or until their successors shall be elected. If the office of any director becomes or is vacant by reason of death, resignation, disqualification, increase in number, or otherwise, the remaining directors, by a ma- jority vote, may elect a successor, who shall hold office for the unexpired term, or until his successor is elected. ARTICLE III. MEETINGS OP STOCKHOLDERS. 5. The annual meeting of the stockholders shall be held on the first Monday of April in each year, if not a legal holiday, and, if a legal holiday, then on the day following, at the registered office of the company, in the state of New Jersey, commencing at 11 o'clock A. M., when they shall elect by a plurality vote by ballot the full board of direct- 212 APPENDIX. ors to serve for one year, and until their successors are elected or chosen and qualified, each stockholder being en- titled to one vote in person or by proxy for each share of stock standing registered in his name on the tenth day of the month preceding the election ; provided, no stock shall be voted which has been transferred within twenty days of the time of the election. A majority in amount of the stock outstanding shall be requisite to constitute a quorum for an election of directors or the transaction of other business. The polls for such election shall be open at 12 o'clock noon, and closed at 1 o'clock in the afternoon. Notice of the annual meeting may be published in a newspaper in the city of New York once each week during the calendar month next preceding the meeting ; but a fail- ure to publish such notice, or any irregularity in the pub- lication or notice, shall not affect the validity of the said meeting or the proceedings therein. Special meetings of stockholders shall be called by the secretary by mailing a notice at least five days prior to the date of meeting to each stockholder of record at his last- known post-office address, on the request in writing, or by vote, of a majority of the board of directors or executive committee, or on demand in writing by stockholders of record owning a majority of the entire issued capital stock of the company. ARTICLE IV. MEETINGS OF DIRECTORS. 6. The board of directors shall meet at the office of APPENDIX. 213 the company in New York immediately after the adjourn- ment of the annual meeting of stockholders, and elect the officers of the corporation for the ensuing year. Regular meetings of the directors shall be held at the office of the company in New York, or by order of the directors elsewhere, on a day and at an hour to be fixed by resolution of the board. Notice of regular meetings shall be mailed to each di- rector at his last known post-office address by the secretary at least three days previous to the time fixed for the meet- ing. While the number of directors remains at three, a ma- jority shall be necessary to constitute a quorum for the transaction of business; but if the number of directors shall be increased to fifteen, then six shall constitute a quorum for the transaction of business. Special meetings of the board may be called by the presi- dent on one day's notice to each director, delivered to him personally, or left at his residence or usual place of busi- ness; or such special meetings may be called in like man- ner on the written request of three members. ARTICLE V. COMPENSATION OF DIRECTORS AND EXECUTIVE COMMITTEE. 7. Directors and members of the executive committee, as such, shall not receive any stated salary for their serv- ices, but may be allowed $10 each for attendance at each regular or special meeting, if present at roll call, and until adjournment, unless excused. 214 APPENDIX. ARTICLE VI. INSPECTORS OF ELECTION. 9. The board of directors, at a meeting held prior to the annual meeting of the stockholders, shall appoint two stockholders to act as inspectors and conduct the election of directors at the ensuing annual meeting of stockholders. Inspectors of election shall not be eligible to the office of director. If any inspector of election fails to attend the election, a successor may be appointed by the stockholders in attendance. ARTICLE Vn. ORDER OF BUSINESS. 10. The order of business at the meetings of the board of directors shall be as follows : (1) A quorum being present, the chairman shall call the board to order. (2) The minutes of the last meeting shall be read and considered as approved if there be no amendments. (3) Reports of officers of the company. (4) Reports of committees. (5) Unfinished business. (6) Miscellaneous business. (7) New business. ARTICLE VIII. OFFICERS OF THE COMPANY. 11. The officers of the company shall consist of a chair- APPENDIX. 215 man of the board, president, first vice president, second vice president, secretary, general counsel, treasurer, audi- tor, and such other officers as may from time to time be elected or appointed by the board of directors. One person may hold more than one office. ARTICLE IX. OFFICERS. 12. The directors shall elect from among their own number a chairman of the board, a president, a first vice president, and a second vice president, and shall also ap- point a secretary, treasurer, auditor, and general counsel. ARTICLE X. DUTIES OF THE CHAIRMAN. 13. It shall be the duty of the chairman to preside at all meetings of the board of directors, and to give such counsel and advice as from time to time may by him be deemed essential to the best interests of the corporation to the executive committee or to the president. ARTICLE XI. DUTIES OF THE PRESIDENT. 14. It shall be the duty of the president, in the absence of the chairman of the board, to preside at all meetings of the board of directors; to have general and active manage- ment of the business of the company; to see that all orders 216 APPENDIX. and resolutions of the board are carried into effect ; to exe- cute all contracts and agreements authorized by the board ; to keep in safe custody the seal of the company, and, when authorized by the board or executive committee, to affix the seal to any instrument requiring the same, which seal shall always be attested by the signature of the president and of the secretary or the treasurer* He may sign certifi- cates of stock. « He shall have the general superintendence and direction of all the other officers of the company, except the chair- man of the board, and shall see that their duties are prop- erly performed. He shall submit a complete report of the operations of the company for the year, and the state of its affairs on the 31st day of December, to the directors at their regular meeting in April and to the stockholders at their annual meeting in April of each year, and from time to time shall report to the directors all matters within his knowledge which the interests of the company may require to be brought to their notice. He shall be ex officio a member of all standing commit- tees, and shall have the general powers and duties of super- vision and management usually vested in the office of the president of a corporation. He shall in a general way be familiar with and exercise supervision over the affairs of the other corporations in which this corporation may be interested. He shall freely consult and advise with the chairman of the board and also the executive committee in relation to the business and interests of the corporation. APPENDIX. 217 ARTICLE XII. FIRST VICE PRESIDENT. 15. The first vice president shall be vested with all the powers and required to perform all the duties of the presi- dent in his absence. He may sign certificates of stock, and he shall perform such other duties as may be prescribed by the board of directors. ARTICLE XIII. SECOND VICE PRESIDENT. 16. The second vice president shall be vested with all the powers and required to perform all the duties of the president in the absence of both the president and the first vice president. He may sign certificates of stock, and he shall perform such other duties as may be prescribed by the board of directors. ARTICLE XIV. PRESIDENT PRO TEM. 17. In the absence of the president, first vice president, and the second vice president, the board may appoint a president pro tern. ARTICLE XV. SECRETARY. 18. The secretary shall be ex officio secretary of the board of directors and of the standing committees. He 218 APPENDIX. shall attend all sessions of the board, shall act as clerk thereof, and record all votes and the minutes of all pro- ceedings in a book to be kept for that purpose. He shall perform like duties for the standing committees when required. He shall give notice of all calls for installments to be paid by the stockholders, and shall see that proper notice is given of all meetings of the stockholders of the company and of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president. He shall be sworn to the faithful discharge of his duty, and shall give such bond as may be required by the board of directors. The assistant secretary, if one is appointed, shall be vested with all the powers and required to perform all the duties of the secretary in his absence, inability, refusal, or neglect to act. ARTICLE XVI. TREASURER. 19. The treasurer shall keep full and accurate accounts of receipts and disbursements in books belonging to the company, and shall deposit all moneys and other valuable effects in the name and to the credit of the company in such depositaries as may be designated by the board of directors or executive committee. He shall disburse the funds of the company as may be ordered by the board, taking proper vouchers for such dis- APPENDIX. 219 bursements, and shall render to the president and directors at the regular meetings of the board, or whenever they may require it, an account of all his transactions as treasurer, and of the financial condition of the company, and at the regular meeting of the board in April annually a like re- port for the preceding year. He shall give the company a bond in form and in a sum and with security satisfactory to the board of directors or the executive committee for the faithful performance of the duties of his office and the restoration to the company, in case of his death, resignation, or removal from office, of all books, papers, vouchers, money, or other property of whatever kind in his possession belonging to the corpora- tion, and containing such other provisions as the board of directors or executive committee may require. Certificates of stock, when signed by the president or first vice president or second vice president shall be coun- tersigned by the treasurer. He shall keep the accounts of stock registered and transferred in such form and manner and under such regulations as the board of directors may prescribe. The assistant treasurer, if one is appointed, shall be vest- ed with all the powers and required to perform all the duties of the treasurer in his absence, inability, refusal, or neglect to act. AKTICIE XVH. AUDITOR. 20. The auditor shall have supervision over all the ac- 220 APPENDIX. counts and account books of the company, and see that the system of keeping the same is enforced and maintained. He shall direct as to forms and blanks relating to books and accounts in all departments, and no change shall be made without his consent, or the consent of the president or executive committee. He shall see that there is kept in the bookkeeping depart- ment a set of books containing a complete record of all business transactions of the company pertaining to ac- counts. He shall, when requested, furnish the executive commit- tee or president a statement of the earnings and expenses of the corporation or any other company in which this cor- poration may be interested for any given time, and shall keep books and records for the purpose of furnishing such statistics. He shall verify the assets reported by the treasurer or his assistant at least twice a year, and make report of the same to the executive committee. He shall cause the books and accounts of all officers and agents charged with the receipt or disbursement of money to be examined, and shall ascertain whether or not the cash and vouchers covering the balance are actually on hand. He shall render such assistance and advice as the presi- dent or executive committee may desire concerning the books and accounts and system of financial transactions of all other corporations in which this corporation is inter- ested, and furnish to the president or executive committee such statements concerning the same as may be requested by them. APPENDIX. 221 In case of a default within his information at any time he shall at once notify the president and chairman. ARTICLE XVIII. GENERAL COUNSEL. 21. The general counsel shall be the legal adviser of the company, and shall perform such services and receive such compensation as may be determined by the board of direct- ors or the executive committee. ARTICLE XIX. DUTIES AS OFFICERS MAY BE DELEGATED. 22. In case of the absence of any officer of the company, the board of directors or the executive committee may delegate his powers or duties to any other officer or to any director for the time being. EXECUTIVE COMMITTEE. 23. There shall be an executive committee of five direct- ors, selected by the board, who shall meet at regular periods, or on notice to all by any of their own number. They shall advise with and aid the officers of the company in all matters concerning its interests and the manage- ment of its business ; and when the board of directors is not in session, the executive committee shall have and may ex- ercise all the powers of the board of directors. The executive committee, unless otherwise provided by 222 APPENDIX. the board of directors, shall fix the salaries or compensa- tion of all officers. The executive committee shall keep regular minutes, and cause them to be recorded in a book kept in the office of the company for that purpose, and report the same to the board of directors whenever required by them. ARTICLE XXI. TERM OF OFFICE. 24. Each officer shall hold his office only during the pleasure of the board of directors, unless otherwise pro- vided by special agreement in writing signed by a majority of the executive committee. ARTICLE XXn. TRANSFER OF STOCK. 25. All transfers of stock of the corporation shall be made upon the books of the company by the holder of the shares in person, or by his legal representative; but no transfer of stock shall be made within ten days next preced- ing the day appointed for paying a dividend. ARTICLE XXIII. CERTIFICATES TO BE CANCELLED. 26. Certificates of stock surrendered shall be cancelled by the transfer agent at the time of transfer. APPENDIX. 223 ARTICLE XXIV. LOSS OF CERTIFICATE. 27. Any person claiming a certificate or evidence of stock to be issued in place of one lost or destroyed shall make an affidavit or affirmation of that fact, and advertise the same in such newspaper and for such space of time as the board of directors may require, describing the certifi- cate, and shall furnish the company with proof of publica- tion by the affidavit of the publisher of the newspaper, and shall give the board a bond of indemnity in form approved by the board, with one or more sureties, if required, in double the par value of such certificate, whereupon the president and treasurer may, one month after the termina- tion of the advertisement, issue a new certificate of the same tenor with the one alleged to be lost or destroyed, but always subject to the approval of the board of directors. ARTICLE XXV. CONTRACTS AND AGREEMENTS. 28. No agreement, contract, or obligation (other than a cheque) involving the payment of money or the credit or liability of the company, for more than |5,000, shall be made without the approval of the board of directors or of the executive committee. ARTICLE XXVI. CHEQUES FOR MONEY. 29. All cheques, drafts, or orders for the payment of 224 APPENDIX. money shall be signed by the treasurer and countersigned by the chairman of the board or president or first or second vice president. No cheque shall be signed by both the treasurer and chairman or president or a vice president in blank. ARTICLE XXVIL BOOKS AND RECORDS. 30. The books, accounts, and records of the company shall be open to inspection by any member of the board of directors at all times; and stockholders may inspect the books of the company at such times only as the executive committee or board of directors may by resolution desig- nate. ARTICLE XXVIIL ALTERATION OF BY-LAWS. 31. The board of directors, by a vote of a majority of the members present at any meeting, may alter or amend these by-laws, but no alteration shall be made unless pro- posed at a meeting of the board, and considered at subse- quent meetings. ARTICLE XXLX. STOCK OF OTHER COMPANIES. None of the shares of the capital stock of the Minnesota Tron Company, the Illinois Steel Company, the Lorain Steel Company, or the Elgin, Joliet and Eastern Railway APPENDIX. 225 Company shall hereafter at any time or times be sold, as- signed, transferred, pledged, mortgaged, or incumbered by the directors of the Federal Steel Company without mak- ing at least sixty days' previous publication in two prom- inent daily newspapers published in the city of New Yoi\c of the intention to make such sale, transfer, assignment, pledge, mortgage, or incumbrance; and also, at the date of the first publication, filing a similar written notice with the chairman and secretary, respectively, of the said com- mittee on stock lists; and also obtaining the consent of those holding a majority in amount of the shares of stock of the Federal Steel Company, by vote at a meeting regu- larly called and notice mailed to each stockholder at his usual or last known place of business or residence at least thirty days before the time of meeting. The shares of the capital stock of the said Minnesota Iron Company, Illinois Steel Company, Lorain Steel Com- pany, and Elgin, Joliet and Eastern Railway Company shall be placed and held in the name of some person or per- sons designated by vote of the directors of the Federal Steel Company to act as trustee therefor, and the certifi- cates for said shares shall provide by indorsement thereon that they are issued and can be transferred only in pursu- ance of the provisions of this by-law. This by-law shall never be repealed, amended, or modi- fied except by consent of a majority of the stockholders of the Federal Steel Company, obtained by vote at a meeting held pursuant to notice, stating the time, place, and object of the meeting, and mailed to each stockholder at his usual Boisot By Lawt ±5. 226 APPENDIX. or last known place of business or residence at least thirty days before the time of meeting. This first board of directors of the Federal Steel Com- pany hereby distinctly waives, abrogates, and relinquishes, both for themselves and their successors, all rights and powers conferred by the articles of incorporation of the Federal Steel Company which may not be in accordance herewith, either as to amendment of by-laws, or disposition of above-named property. ARTICLE XXX. DIVIDENDS. The following specific days are hereby fixed for declar- ing dividends upon the common and preferred stock of the Federal Steel Company, namely : The second Tuesdays in January, February, March, April, May, June, July, Au- gust, September, October, November, and December in each and every year ; providing, however, that no dividends shall be declared except as permitted by law and by the provisions of the certificate of incorporation of the com- pany ; and provided, further, that no dividend shall be de- clared or paid except from accumulated profits excluding the sum or sums reserved as working capital. TABLE OF CASES. [REFERENCES ARK TO PAGES.] A. A. Griffing Iron Co., In re 57 A. O. U. W. v. Brown 148 Ackenhausen v. People's Sav. Bank 158 Adley v. Reeves 90, 174 v. Whitstable Co 6, 90 Adriance v. Roome 116, 162 Albers v. Merchants' Exchange 87 Allen v. Williamsburgh Sav. Bank 102 Allnutt v. Subsidiary High Court of Foresters 41, 51 Alters v. Journeyman Bricklayers' Protective Ass'n 45, 48, 93 American B.»& L. Ass'n v. Mordock 186 American Council, No. 107, v. National Council, O. U. A. M 175 American L. S. C. Co. v. Chicago L. S. Exchange 159 American Legion of Honor v. Perry 33 American Nat. Bank v. Oriental Mills. 23 Amesbury v. Bowditch Mut. Fire Ins. Co 77, 95, 98, 129 Anacosta Tribe No. 12 v. Murbach 4, 46, 126, 176 Andes Ins. Co. v. Waters 48, 68 Andrews v. Union Mut. Fire Ins. Co 39 Anglo-Calif ornian Bank v. Grangers' Bank 70, 161 Anthony v. Massachusetts Ben. Ass'n 20 Appelby v. Erie County Sav. Bank 119, 158 Arapahoe C. & L. Co. v. Stevens 53, 125, 126, 160, 164 Ash v. Methodist Church 175 Ashley Wire Co. v. Illinois Steel Co 55, 102, 164 Asiatic Banking Corp., In re 17, 22, 160 228 TABLE OF CASES. REFERENCES ARE TO PAGES. Atnip v. Tennessee Mfg. Co 29, 119 Atwater v. American Exch. Nat. Bank 164 Audette v. L'Union St. Joseph 112 Austin v. Dutcher 175 v. Searing 42, 92 B Bachman, In re 69, 70, 98, 166, 167 Bachmann v. New Yorker D. A. B 175 Badesch v. Congregation B. of W 95, 98 Bailey v. Master Plumbers 84 Baldwin v. Begley 139, 157 Baltimore B. & L. Ass'n v. Powhatan Imp. Co 6, 41 Bank v. Lanier 67, 73 Bank of Attica v. Manufacturers' & Traders' Bank 7, 71 Bank of Holly Springs v. Pinson 2, 8, 16, 17, 22, 69, 70, 117, 160, 166 Bank of Little Rock v. McCarthy 185 Bank of Wilmington v. Wollaston 124, 188 Barnes v. Black Diamond Coal Co 160 Bartling v. Edwards 27 Bauer's Appeal 176 Baur v. Samson Lodge 126, 127, 135 Beach v. Co-operative S. & L. Ass'n 127 Bearden v. People's B., L. & S. Ass'n 97, 138, 151 Becker v. Berlin Ben. Soc 140, 152 v. Farmers' Mut. Fire Ins. Co 141, 143, 144, 150, 153 Beers v. New York Life Ins. Co 101 Belfast & W. L. R. Co. v. City of Belfast 136 Belton v. Hatch 130 Bergman v. St. Paul Mut. Bldg. Ass'n 38, 73, 142 Berkhout v. Supreme Council, R. A 178 Bishop v. Globe Co 63, 131. Bixby v. Grand Lodge, A. O. U. W 107 Black & White Smith's Soc. v. Vandyke 2 Blumenf eldt v. Karschuck 178 Board of Trade v. Nelson IgO v. Riordan 47 TABLE OF CASE3S. 229 REFERENCES ARE TO PAGES. Bocock's Ex'r v. Alleghany C. & I. Co 161 Bohm v. Loewer's G. T. Co 163 Booz' Appeal 40 Borgards v. Farmers' Mut. Ins. Co 139 Borgraef e v. Supreme Lodge, K. & L of H 174 Boutwell v. Marr 132 Bowie v. Grand Lodge, K. of W 138 Bowlin v. Sovereign Camp of W. W 28 Bradbury v. Wild 138 Brady v. Coachman's Benev. Ass'n 45, 47, 93 Brendon v. Worley 98 Breneman v. Franklin Beneficial Ass'n 135 Brent v. Bank of Washington 69, 130 Brewer v. Chelsea Mut. Fire Ins. Co 25 Brewster v. Hartley 59 v. Miller 86 Brinkerhoff-Farris T. & S. Co. v. Home Lumber Co 66, 166 Brotherhood of Railroad Trainmen v. Newton 24, 96, 141 Brown v. De Young 54 v. Republican Mountain Silver Mines 38 Bryon v. Carter 71 Budd v. Multnomah Street Ry. Co 3, 5, 41, 48 Buecking v. Blum Lodge, I. O. O. F 47, 93 Building & Loan Ass'n v. Dorsey 33 Bullard v. Bank 73 Burden v. Burden '. 43, 132 Burlington Voluntary R. D. v. White 20 Butchers' Ben. Ass'n 33 Byram v. Sovereign Camp, W. of W 177 c Cahill v. Kalamazoo Mut. Ins. Co 12, 13, 91, 172 Calder & Hebble Navigation Co. v. Pilling 50 Came v. Brigham 4, 52, 127 Campbell v. Merchants' & Farmers' Mut. Fire Ins. Co. . .18, 118, 122, 130 Canfield v. Great Camp, K. of M 46, 176 Cannon v. Farmers' Mut. Fire Ass'n 65, 124 230 TABLE OF CASES. RBFBEBNCES ARE TO PAGES. Card v. Carr 45, 174 Carlisle v. Saginaw, V. & St. L. R. Co 185 Carney v. New York Life Ins. Co 21, 96, 97, 100 Carroll v. Mullanphy Sav. Bank 10, 186 Cartan v. Father Matthew U. B. Soc 47, 93, 97 Carter v. Sanderson 52 Case of Tailors, etc., of Ipswich 85 Castner v. Twitchell-Champlin Co 60, 104 Catholic Knights v. Kuhn 170 Catholic Order of Foresters v. Fitzpatrick 92 Chambershurg Ins. Co. v. Smith 19, 117 Chapman v. Young 7 Charch v. Charch 108 Chemical Nat. Bank v. Colwell 19, 23, 65 Cheney v. Ketcham 129, 176 Child v. Hudson's Bay Co 5, 39, 68, 69, 72, 90, 172 Citizens' Bldg. Ass'n v. Coriell 123 Citizens' Mut. Fire Ins. Co. v. Sortwell 123 Citizens' State Bank v. Kalamazoo County Bank 71 Claflin v. Farmers' & Citizens' Bank 52, 99 Clark v. Le Cren 85 y. Lehman 143 v. Mutual R. F. Life Ass'n 143 Coffee v. Southwark Beneficial Soc 178 Coles v. Iowa State Mut. Ins. Co 129 Commissioners v. Gas Co .41, 42 Commonwealth v. Cain 75 v. Detwiller 44, 59 v. Fisher 38 T. Gill 38, 41, 42, 78 v. St. Patrick Benev. Soc 50, 51, 92 T. Turner 1 v. TJnioa League 180 v. "Woelper 60, 187 Company of Homers v. Barlow 5 Company of Tobacco Pipe Makers v. Woodroffe 61, 90 Compton v. Van Volkenburg 97 Condon v. Mutual R. F. Life Ass'n I43 TABLE OF CASES. 231 REFERENCES ARE TO PAGES. Conklin v. Second Nat. Bank 73 Connell v. Stalker 137 Conniff v. Jamour 42, 80, 128 Conway v. Supreme Council, C. K. of A 143 Cooper v. Frederick 74 Corbett v. Woodward 57, 102 Corley v. Travelers' Protective Ass'n 15 Cornick v. Richards 64 Cotter v. Grand Lodge, A. O. U. W 169 Cotton Jammers' & Longshoremen's Ass'n, No. 2, v. Taylor 177 Covenant Mut. Ben. Ass'n v. Spies 24, 116, 126 Covenant Mut. Life Ass'n v. Kentner 141, 144, 148 v. Tuttle 143, 144, 149 Cowan v. New York Caledonian Club 45, 94 Coyle v. Father Matthew T. A. B. Soc 141, 153 Crittenden v. Southern Home B. & L. Ass'n 127 Croak v. High Court, I. O. F. 175 Cross v. West Virginia, C. & P. Ry. Co 47, 53 Crumpton v. Pittsburg Council, No. 117 5, 49 Cudden v. Estwick 2 Cummings v. Webster 3, 161 Cunningham v. Alabama Life Ins. & T. Co 4, 33, 69 Currier v. Continental Life Ins. Co 17 D Datmey v. Stevens 162 Dane v. Young 65, 68 Daniher v. Grand Lodge, A. 0. U. W 24, 29, 177 Daughtry v. Knights of Pythias 138 Davidson v. Old People's Mut. Ben. Soc 18, 130 Davis v. Atkinson 117 v. Proprietors of Meeting House 74 v. Rockingham Inv. Co 21, 161 Dawkins v, Antrobus 180 De Boat v, Albert Palmer Co 163, 187, Delaney ▼. Delaney 24 V. Sandhurst Ben. Bldg. & Inv. Soc 100 232 TABLE OP CASES. REFERENCES ARE TO PAGES. Delaware, L. & W. R. Co. v. Oxford Iron Co .73 Darnings v. Supreme Lodge, K. of P 106 Des Moines Nat. Bank v. Warren County Bank 159 Despatch Line of Packets v. Bellamy Mfg. Co 124 Dickenson v. Chamber of Commerce 43, 81, 93 Di Messiah v. Gem 39 Diligent Fire Co. v. Commonwealth 78, 177 District Grand Lodge v. Cohn 9, 14, 184 District Grand Lodge, No. 4, O. K. S. B., v. Menken 107 Dobson v. Hall 170 v. More 59 Dolan v. Court of Good Samaritan 121, 135 Donovan v. Halsey Fire Engine Co 119 Domes v. Supreme Lodge, K. of P 2, 3, 6, 41 Drake v. Hudson River R. Co 3 Driscoll v. West Bradley & C. M. Co 42, 71, 161 Drum v. Benton 143 Du Quoin Star C. M. Co. v. Thorwell 188 Duer v. Supreme Council, O. of C. F 138 Dunkerson, In re 73 Dunston v. Imperial Gas Light & C. Co 4, 9 Dupuy v. Eastern B. £ L. Ass'n 40, 87 Durkee v. People 34 E East Tennessee & V. R. Co. v. Gammon 139 Eastern B. & L. Ass'n v. Olmsted 96 v. Snyder 138 Ebert v. Mutual R. F. Life Ass'n 142, 143, 147 Election of Directors of Rapid Transit Ferry Co 103 Ellerbe v. Faust 139 Ellis v. North Carolina Inst, for Deaf & Dumb & Blind 21, 47, 124 Ellsworth Woolen Mfg. Co. v. Faunce 60, 104 Elsas v. Alf ord 42 Emery v. Boston Marine Ins. Co 164 Emmons v. Hope Lodge, No. 21, T. O. O. F 129 Engelhardt v. Fifth Ward P. D. S. & L. Ass'n 4, 138, 151 TABLE OF CASES. 233 REFERENCES ARE TO PAGES. Enterprise B. & L. Soc. v. Bolin 152 Erd v. Bavarian N. A. & R. Ass'n 177 Espy v. American Legion of Honor 126, 188 Evans v. Philadelphia Club 180 Evansville Nat. Bank v. Metropolitan Nat. Bank 73 F Falcone v. Societa Sarti Italiani di Mutuo Soccorso 41, 45 Farmer v. Board of Trade 180 Farmers' & Merchants' Bank v. Wasson 48, 66 Farmers' & Traders' Bank v. Haney . . . . ; 71 Fay v. Noble 125, 164 Fee v. National Masonic Ace. Ass'n 15, 62 Feltmakers v. Davis 173 Fields v. United Brotherhood of C. & J 55, 62 Fifth Nat. Bank v. Navassa Phosphate Co 163 Fillmore v. Great Camp, K. of M 176, 178 Finch v. Grand Grove, U. A. O. of D 96 Fire Ins. Co. v. Connor 141 Fitzgerald v. Equitable R. F. Life Ass'n 18 v. Metropolitan Ace. Ass'n 129 Flicek v. High Court, C. O. of F 27 Flint v. Pierce C, 133 Folmer's Appeal 140 Forest City U. L. & B. Ass'n v. Gallagher 87 Foster v. Mullanphy Planing-Mill Co 58 Framework Knitters v. Green 48, 52 Frank v. Morrison 187 Franklin Beneficial Ass'n v. Commonwealth 83, 96 Freckman v. Supreme Council, R. A 174 French v. Society Select Guardians * 143 Fritz v. Muck 42, 47 Fritze v. Equitable B. & L. Soc 14 Fugure v. Mutual Society of St. Joseph 137, 155 Fullenwider v. Supreme Council of R. L 138, 144, 145 234 TABLE OF CASES. REFEKENCES ARE TO PAGES. G Gallatin v. Bradford 168 Gardner v. Freemantle 176 Garretson v. Equitable Mut. L. & E. Ass'n 123 Geyer v. Western Ins. Co 69 Given v. Rettew 143 Glover v. Lodge 147 Goddard v. Merchants' Exchange 6, 37, 41, 43 Gordon v. Muchler 33, 159, 167 Gosling v. Veley 34 Gouchenour v. Sullivan B. & L. Ass'n 89 Graf strom v. Frost Council, No. 21, 0. of C. F 140, 147, 153 Graham v. House B. & L. Ass'n 41, 87 Grand Castle v. Bridgeton Castle 175 Grand Cent. Lodge, No. 297, v. Grogan 176, 177 Grand Commandery of Massachusetts v. Stewart 178 Grand Lodge v. Ohnstein 108 Grand Lodge, A. 0. U. W., v. Noll 107 t. Reneau 26 v. State 142 Grand Lodge, I. O. of M. A., v. Besterfield 105 Grand Lodge, K. of P., v. People 175, 180 Granger, In re 45, 50 Grant v. George C. Treadwell Co 163 v. Langstaff 178 Graves v. Colby 90, 172, 173 Gray v. Christian Soc 75, H6, 134, 175 v. Supreme Lodge, K. of H 160 Great Falls Mut. Fire Ins. Co. v. Harvey 38, 76, 131, 153 Green v. Board of Trade 17g Greenspau v. American Star Order X87 GrifHng Iron Co., In re . ; 57 Grimbley v. Harrold 170 Gundlach v. Germania Mechanics' Ass'n 140, 148, 155 Gunmakers' Soc. v. Fell 83 9 g TABLE OF CASES. "235 REFERENCES ARE TO PAGES. H Haden v. Farmers' & Mechanics' Fire Ass'n 161 Hadley v. Odd Fellows' Beneficial Ass'n 110 Haebier v. New York Produce Exchange 46, 176 Hagerman v. Ohio B. & S. Ass'n 12, 87 Hale v. Equitable Aid Union 140 Hamilton Mut. Ins. Co. v. Hobart 153 Hanna v. Hanna Ill Hansen v. Supreme Lodge, K. of H 106 Hanson v. Minnesota Scandinavian Relief Ass'n 26 Harrington v. Keystone Mut. Ben. Ass'n 102 v. Workingmen's Ben. Ass'n 44, 77 Hartford v. Co-operative Mut. Homestead Co 95 Harvey v. Grand Lodge, A. O. U. W 20 Hass v. Mutual Relief Ass'n 143 Hastings v. Blue Hill Turnpike Corp 119 Haven v. New Hampshire Asylum 186 Head v. Supreme Council, C. K 134 Heintzelman v. Druids' Relief Ass'n 14 Helbig v. Rosenberg 55 Hembeau v. Great Camp, K. of M 176 Henry v. Jackson 14 Herbert v. Kenton Bldg. & Sav. Ass'n 33 Herman v. Plummer 17, 178 Herring v. Ruskin Co-operative Ass'n 66 Hibernia Fire Engine Co. v. Commonwealth 96, 97, 140, 146 v. Harrison 48, 61, 96, 97, 131 High Court, C. O. of F., v. Malloy 109 High Court, I. O. F., v. Heath 187 v. Zak 181 Hirsch y. United States Grand Lodge, O. of B.A 128 Hoblyn v. Rex 38 Hoeffner y. Grand Lodge, G. O. H 175 Holmany v. National Slavonic Soc 179 Holyoke B. & L. Ass'n v. Lewis 142, 152 House v. Eastern B. & L. Ass'n 138, 145 236 TABLE OF CASES. REFERENCES ARE TO PAGES. Hoyt v. Shelden 53, 59, 103 v. Thompson 53, 59 v. Thompson's Ex'r 103 Hughes v. Farmers' S. & B. & L. Ass'n 89 v. Parker 185 v. Wisconsin Odd Fellows' Mut. Life Ins. Co 10, 138, 144 Hunter v. Sun Mut. Ins. Co 21, 46, 124 Hussey v. Gallagher 90, 174, 176 Huston v. Rentlinger *. . . 84 Hysinger v. Supreme Lodge, K. & L. of H 139, 157 I Illinois Conference v. Female College 142 In re A. A. Griffing Iron Co 57 Asiatic Banking Corp 17, 22, 160 Bachman 69, 70, 98, 166, 167 Dunkerson 73 Election of Directors of Rapid Transit Ferry Co 103 Granger 45, 50 Klaus 10, 14, 66, 131 Lighthall Mfg. Co 58 Long Island R. Co 91 Lurman 33 National Home B. & L. Ass'n 140 Peebles J . . . . 71 Skandinaviska J Independent Order of Foresters v. Haggerty 29, 174 v. Keliher 108 Industrial Trust Co. v. Green 121 Insurance Co. v. Connor 148 ; 149 International B. L. & I. Union v. King 34 International B. & L. Ass'n v. Abbott 18, 130 v. Braden 141 Inter-Ocean Pub. Co. v. Associated Press 85 Interstate B. & L. Ass'n v. Hafter 140 v. Hunter 127 v. Ouzts 140 TABLE OF CASES. 237 REFERENCES ARE TO PAGES. Iowa S. £ It. Ass'n v. Heidt 35, 88 Ireland v. Globe Milling Co 66, 166 v. Globe M. * R. Co 5, 66 Isham v. Buckingham 19, 23, 62, 64 J Jackson v. South Omaha Live-Stock Exchange 127 Jacobs v. Artisans' Order of Mutual Protection 110 Jay Bridge Corp. v. Woodman 61 Jeane v. Grand Lodge, A. O. U. W 178 Jennings v. Chelsea Division, B. F. Soc 45, 48, 93 Jerdee v. Cottage Grove Fire Ins. Co 25 Johnston v. Jones 184 Jones v. Vance Shoe Co 53, 124 Jory v. Supreme Council, A. L. of H 170 Juniata B. & L. Ass'n v. Hetzel 112 K Kahn v. Bank of St. Joseph 70 Kearney v. Andrews 53 Kehlenbeck v. Logeman 100 Kemp v. New York Produce Exchange 109 Kennebec & P. E. Co. v. Kendall 61 Kent v. Quicksilver Mining Co 3, 11, 33, 41, 42, 74, 129, 142, 145, 152 Killian v. Building & Loan Ass'n 107 Kimball v. Norton 119 Kimins v. Boston Five Cent Sav. Bank 158 King v. International B. L. & I. Union 33 Kingsley v. New England M. F. Ins. Co 135 Kirk v. Nowill 91 Klaus, In re 10, 14, 66, 131 Knight v. Old Nat Bank 69 Knights Templars' & M. Life Ind. Co. v. Jarman 140, 149, 157 Knox v. Eden Musee American Co 120 Kolff v. St Paul Fuel Exchange 5, 80, 131, 175 Korn v. Mutual Assur. Soc 139, 145 238 TABLE OF CASES. REFERENCES ARE TO PAGES. Krakowski v. North New York B. & L. Ass'n 129, 144 Krecker v. Shirley 33 Kummel v. Germania Sav. Bank 120 L La Marsh v. L'Union St. J. B. Soc 175 Lake v. Minnesota Masonic Relief Ass'n 143 Lambert v. Addison 176 Lane v. Lane Ill, 169 Lavigneur v. L'Union Mutuelle 157 Latham v. Washington B. & L. Ass'n 33 Lawson v. Hewell 139, 144, 178 Lee v. Citizens' Nat. Bank 70 v. Louisville P. B. & R. Ass'n 79, 84 Leggett v. New Jersey M. & B. Co 4 Lehman v. Clark 174 Lesseps v. Architects' Co 40, 92, 133 Levy v. Grand Lodge 178 v. Order of Iron Hall 178 Lighthall Mfg. Co., In re 58 Lime City B. & L. Ass'n v. Black 29, 174 Lippitt v. American Wood Paper Co 63 Lloyd v. Supreme Lodge, K. of P 156, 187 Lockwood v. Mechanics' Nat. Bank 11, 12, 69, 73 Loeffler v. Modern Woodmen .*. . 139~7"i78 Long Island R. Co., In re 91 Loubat v. Le Roy ; 177 Louisville German B. & L. Ass'n v. Wissing 142, 152 Lumbard v. Aldrich 186 Lurman, In re 33 Lynn v. Freemansburg B. & L. Ass'n 48, 87 Lysaght v. St. Louis O. S. Ass'n 51, 177 Lyttleton v. Blackburn 176 M McCabe v. Father Matthew T. A. B. Soc 138, 155 TABLE OF CASES. 239 REFERENCES ARE TO PAGES. McCoy v. Northwestern Mut. Relief Ass'n 130 McDaniels t. Flower Brook Mfg. Co ; 120 McDonald v. Ross-Lewin 174 McDonell v. Ontario, S. & H. R. U. Co 9 McDonough v. Hennepin County Catholic B. & L. Ass'n 98 MacDowell v. Ackley 139 v. Bank of Wilmington 69 McFadden v. Los Angeles County 86, 127 McGannon v. Central Bldg. Ass'n 87, 88 McKenney v. Diamond State Loan Ass'n 17, 128 Mackenzie v. Everton & W. D. Permanent Ben. Bldg. Soc 139 McLaughlin v. McLaughlin 26 McMahon v. Supreme Council, O. C. F 178 v. Supreme Tent, K. of M 137, 176 McNab v. Southern Mut. B. & L. Ass'n 137 McNeil v. Southern Tier M. R. Ass'n 141, 148 v. Tenth Nat. Bank 64 McNulta v. Corn Belt Bank 67, 167 Madeira v. Merchants' Exchange Mut. Ben. Soc 92 Mandel v. Swan L. & C. Co 127 Manson v. Grand Lodge 135 Marcoux v. Society of Beneficence St. J. B 27 Marlborough Mfg. Co. v. Smith 62, 63 Marsh v. Mathias 12 Martin v. Nashville Bldg. Ass'n 33 Martino v. Commerce Fire Ins. Co 21, 160 Masonic Mut. Ben. Ass'n v. Severson 139, 187 Masonic Mut. Life Ass'n v. Jones 107 Mast Buggy Co. v. Litchfield F. H. & I. Co 56, 123 Master Stevedores' Ass'n v. Walsh 84 Mathews v. Associated Press 85 Matkin v. Supreme Lodge, K. of H 46, 75 Matthews v. Associated Press 44, 97 May v. New York Safety R. F. Soc 143 Maynard v. Interstate B. & L. Ass'n 138 v. Locomotive Engineers' Mut L. & A. Ins. Ass'n 96 Mechanics' Bank v. Merchants' Bank 69, 70 240 TABLE OF CASES. REFERENCES ABE TO PAGES. Mechanics' & Farmers' Bank v. Smith 168 Merchants' & Planters' Line v. Wagner 121 Metropole B. & T. Bath Co. v. Garden City Fan Co 161, 165 Metropolitan Ace Ass'n v. Froiland 27 Metropolitan Safety Fund Ace. Ass'n v. Windover 15, 27 Meurer v. Detroit Musicians' B. & P. Ass'n 117 ■ Miller v. Hillsborough Mut. Fire Assur. Ass'n 160 v. United States Grand Lodge 20, 177 v. Wolf 178 Milwaukee M. & B. Ass'n v. Niezerowski 84 Minneapolis Times Co. v. Nimocks 55 Mitchell v. Lycoming Mut. Ins. Co 129 v. Vermont Copper Mining Co 14, 184 Modern Woodmen of America v. Deters 175, 182 v. Jameson 175 Moersehbaecher v. Supreme Council of R. L 44, 138 Montour v. Grand Lodge, A. O. U. W 178 Monumental Permanent B. & L. Soc. v. Lewin 87 Moore v. Bank of Commerce 64, 66, 133 v. Order of Railway Conductors 27 Morgan v. Bank of North America 3, 69, 126 Morrill v. Little Falls Mfg. Co 55 Morris Canal & Banking Co. v. Van Vorst 120, 167 Morris & E. R. Co. v. Ayres 97 Morrison v. Dorsey 13 v. Wisconsin 0. F. Mut. Life Ins. Co 18, 141 Morton Gravel Road Co. v. Wysong ] Moss v. Littleton 143 Moyer v. East Shore Terminal Co 21 Moze v. Societe de Bienf aisance St. J. B 112 Mueller v. Madison B. & L. Ass'n 38 Munroe v. Providence Permanent F. R. Ass'n 109 Murphy v. Independent Order, S. & D. of J 175 Mutual A. & I. Soc. v. Monti 15 Mutual Fire Ins. Co. v. Farquhar 56 103 Mutual Life Ins. Co. v. McSherry _ 122 TABLE OF CASES. 241 REFERENCES ARE TO PAGES. N Nagel v. Glasburger 28 National Gross Logedes, U. O. T., v. Jung 28, 118 National Home B. & L. Ass'n, In re 140 National Spraker Bank v. George C. Treadwell Co 163 Neill v. Order of United Friends 113 Neliigan v. New York Typographical Union No. 6 47, 74, 94 Nelson v. Gibson 34 Neukirch v. Keppler 175 Nevesley v. Webster 33 New Hampshire Sav. Bank v. Downing 168 New London & Brazilian Bank v. Brocklebank 69 New Orleans Nat. Banking Ass'n v. Wiltz 71 New York Protective Ass'n v. McGrath 78 New York & N. H. R. Co. v. Schuyler 64 Newling v. Francis 54 Newton v. Northern Mut. Relief Ass'n 143 North Milwaukee Town Sue Co., No. 21, v. Bis'.iop 1, 19 Northrop v. Curtis 67 v. Newton & B. T. Co 67 Northwestern B. & M. Aid Ass'n v. Wanner 141, 144, 148, 149, 151 Northwestern Life Assur. Co. v. Erlenkoetter 15 Northwestern Traveling Men's Ass'n v. Schauss 174 Nute v. Hamilton Mut. Ins. Co 77 o Oakland Bank v. Wilcox 125 Occidental B. & L. Ass'n v. Sullivan 88, 36 Ocmulgee B. & L. Ass'n v. Thomson 88 O*0onnell v. Supreme Conclave, K. of D 186 ©^Grady v. Knights of Columbus 95 Orangeville Mut. S. F. & L. Ass'n v. Young 35, 132 Order of Chosen Friends v. Austerlitz 24 Osceola Tribe, No. Ill, v. Schmidt VK Ostrom v. Greene 184 Ottawa Union Bldg. Soc. v. Scott 96, 173, 186 Boisot By Laws — 16. 242 TABLE OF CASES. REFERENCES ARE TO PAGES. Otto v. Journeymen Tailors' P. & B. Union 175 Oxford Turnpike Co. v. Bunnel 67 P Pain v. Societe St. Jean Baptiste 137, 155, 156 Palmer v. Yates 52 Palmetto Lodge v. Hubbell 92, 127, 172 Parish v. Bankers' Life Ass'n 143 Parker v. Bankers' Life Ass'n 174 v. Toronto Musical Protective Ass'n 49, 84 v. United States B. L. & L. Ass'n 88 Paster v. Negelsmith 174 Paton v. Newman 127 Patrons' Mut. Aid Soc. v. Hall 118 Pawlick v. Homestead Loan Ass'n 138 Payn v. Rochester M. R. Soc 24 Peatman v. Centerville L. H. & P. Co 101, 165 Peebles, In re 71 Pellazzino t. German Catholic St. J. Soc 140, 150, 152, 153 Penachio v. Saati Society 117 Pendergast t. Bank of Stockton 69 Pentz v. Citizens' Fire Ins. Co 173 People y. Alpha Lodge, No. 1 177 T. American Institute 121. 136 t. Board/of Fire Underwriters %± v. Board of Trade 42, 176 v. Burnham Hospital 4_ 47 v. Chicago Board of Trade 5, 43, 49, 81 v. Chicago Live Stock Exchange 84 v. Crockett 70 v. Crossley gg v. Grand Lodge, A. O. U. W 139 v. Green-wood Lake Ass'n 5g j^j v. Bobofcen Turtle Club 55 ▼• ^P 60 t. Mechanics' Aid Soc 5<) TABLE OF CASES. 243 REFERENCES ARE TO PAGES. People v. Medical Soc 4 ; 79 v. Musical Mut. Protective Union 179 v. New York Benev. Soc 83, 87, 91, 174 v. New York Commercial Ass'n 81, 93 v. New York Cotton Exchange 82 v. New York Produce Exchange 82, 181 v. Phillips 60 v. Sailors' Snug Harbor 44, 77 v. St. Franciscus Ben. Soc 75, 131 v. St. George's' Soc 96, 177 v. Sterling B. C. Mfg. Co 11, 129 v. Throop 4, 33, 41, 42, 97 v. Women's Catholic Order of Foresters 2, 51, 178, 180 v. Young Men's Father Matthew T. A. B. Soc, No. 1 5, 6, 36, 41, 50, 51, 75 People's B. & L. Ass'n v. Billing 112 People's B., L. & S. Ass'n v. Tinsley 127 People's Home Sav. Bank v. Superior Court 49, 58 People's Sav. Bank v. Cupps 116, 168 Pepe v. City & Suburban P. B. Soc 138, 151, 153 Perkin v. Cutlers' Co 11 Perry v. Council Bluffs City Waterworks Co 163 Pf eifCer v. Landburg Brake Co 101 v. Weishaupt 178 Pfister v. Gerwig 13, 129 Phillips v. Wickham 5g Pioneer S. & L. Co. v. Brockett 138 v. Miller 138 Piper v. Chappell 90 Piquenord v. Libby 29, 118 Planters' & Merchants' Mut. Ins. Co. v. Selma Sav. Bank 65 Plumb v. Bank of Enterprise 138 Pokrefky v. Detroit Firemen's Fund Ass'n 140, 144, 150 Polish R. G. Union v. Warczak 128 Poulters' Co. v. Phillips 99 Poultney v. Bachman 138, 144, 155 Powers v. Budy 183 244 TABLE OF CASES. REFERENCES ARE TO PAGES. Presbyterian Assur. Fund v. Allen 38 Priest v. Citizens' Mut. Fire Ins. Co 25 Protection Life Ins. Co. v. Palmer 105 Pulford v. Fire Department 33 Q Queen v. Saddlers' Co 100 Quinlan v. St. Francis Xavier Mut. Ben. Soc 177 R Raggett v. Bishop 129 Railway E. & P. Co. v. Lincoln Nat. Bank 187 Railway P. & F. C. Mut. Aid & Ben. Ass'n v. Leonard 174 Ranger v. Champion C. P. Co 78 Rathbun v. Snow 163 Raub v. Masonic Mut. Relief Ass'n 76 Raymond v. Farmers' Mut. Fire Ins. Co 176 Reading Fire Ins. & T. Co. v. Reading Iron Works 69 Reed v. Copeland 64, S5 Reg. v. Darlington Free Grammar School Governors 38 v. Edmonds 37 v. Saddlers' Co 96 Reid v. Eatonton Mfg. Co 76 Revere y. Boston Copper Co 150 Rex v. Ashwell 16, 41 v. Bumstead 40 v. College of Physicians 168 v. Coopers' Company 85 v. Cutbush 38 v. Free F. & D. of Faversham 46, 98 v. Fishermen of Faversham 80 v. Toppenden 38 v. Westwood 4, 10 Reynolds v. Georgia State B. & L. Ass'n 132 Rhule v. Diamond Colliery Accidental Fund 174 Richardson v. Fremantle 176 TABLE OP CASES. 245 REFERENCES ARE TO PAGES. Richardson v. Union Congregational Soo 2, 13, 16 Richmondville Mfg. Co. v. Prall 23 Roberts v. American B. & L. Ass'n 45, 88 v. Grand Lodge, A. 0. U. W 139 Robillard v. Sooiete St. J. B. de C 113 Robinson v. National Bank of New Berne 19, 23, 65 v. Templar Lodge, No. 17 45, 139 v. Yates City Lodge 42, 100 Rood v. Railway P. & P. C. Mut. Ben. Ass'n 174 Rorke v. San Francisco S. & E. B 176 Rosenback v. Salt Springs Nat. Bank 73 Rosenberg v. Northumberland Bldg. Soc 135 Roxbury Lodge, No. 184, v. Hocking i 176, 177 Rubino v. Praterna Ass'n 45, 48, 93 Russell v. North American Ben. Ass'n 46, 176 Ryan v. Cudahy 181 v. Lamson 176 s St. Louis, A. & S. R. Co. v. Crews 53 St. Louis Perpetual Ins. Co. v. Goodf ellow 69 St. Luke's Church v. Mathews 38, 41 St. Mary's Ben. Soc. v. Burf ord 44, 77 St. Patrick's Male Beneficial Soc. v. McVey 140 Sabin v. Phinney Ill, 169 v. Senate of National Union 143 Sampson v. Bowdoinham Steam Mill Corp 54 Samuel v. Holladay 19, 118, 160 Samuels v. Holliday 19, 118, 160 San Buenaventura Mfg. Co. v. Vassault 121 Sargent v. Essex Marine Ry. Co 64, 133 v. Franklin Ins. Co 64, 133 Sassenscheidt v. Fresco Painters' Ben. Union 126 Savage v. People's B. L. & S. Ass'n 141, 152 Savings Bank of Hannibal v. Hunt 55 Sayre y. Louisville Union Benev. Ass'n §4 Scanlan v. Snow 15, 57, 183 246 TABLE OF CASES. REFERENCES ARE TO PAGES. Schafer v. United Brotherhood of Carpenters 105 Schiff v. Supreme Lodge, 0. M. P 177 Schmidt v. German Mut. Ins. Co 105 v. Supreme Tent, K. of M 46, 62, 75, 139, 174 Scholl v. Sadoury 97 Schriek v. St. Louis Mut. House BWg. Co 140 Sehultz v. Citizens' Mut. Life Ins. Co 9 Screwmen's Ben. Ass'n v. Benson 179 Scrivners' Company v. Brooking 48, 52 Second Nat. Bank v. National State Bank 73 Seeligsen v. Brown 65 Seneca County Bank v. Lamb 34 Sexton v. Commercial Exchange 83 Shackelford v. Supreme Conclave, K. of D . '. 42 Sherry v. Operative Plasterers' Mut. Union 40 Siebe v. Joshua Hendy Machine Works 53, 101 Sieverts v. National Benev. Ass'n 141, 144 Simek v. Lodge No. 86 87, 91 Simeral v. Dubuque Mut. Fire Ins. Co 129 Simmons v. Syracuse B. & N. Y. & O. Benev. Soc 177 Sinter? v. People's B., L. & S. Ass'n 140, 145 Skandinaviska, In re 2 Skelly v. Private Coachmen's B. & C. Soc 93, 131, 132 Slee v. Bloom 74, 167 Smith v. Dorn v 56, 118, 123 t. Galloway 139, 153 t. Harman 26 T. Law 43, 59 T. Martin Anti-Fire Car Heater Co 119, 125, 163 v. People's Mut. Ben. Soc 26 t. Pinney 127 T. Reynolds 44, 162 T. Smith 125. 165 T. Southern B. & L. Ass'n 36 t. Supreme Lodge, K. of P 141, 147 Society for Visitation of Sick v. Commonwealth 175 Sofge v. Supreme Lodge, K. of H HI, i6j TABLE OF CASES. 247 REFERENCES ARE TO PAGES. Sovereign Camp, Woodmen of the World, v. Fraley 130 Spencer v. Grand Lodge, A. O. U. W 140, 148 Sperry v. Dransfleld 19, 117 Spilman v. Supreme Council, H. C 175 - Spurlock v. Pacific Railroad 69 Stafford v. Prochree Exchange Banking Co 9, 69 Starling v. Supreme Council, R. T. of T. 142 State v. Associated Press 86 v. Atherton 120, 167 v. Bank of Louisiana 4, 33, 41, 97 v. Castle Excelsior No. 1 178 v. Cincinnati C. of C. & M. Exchange 20, 177 v. Citizens' Bank of Jennings 36, v. Conklin 97, 98 v. Curtis 12, 59, 98, 131 v. Ferguson 5 v. Grand Lodge, A. 0. U. W 139 v. Mclver 63 t. Manhattan Rubber Mfg. Co 103 v. Merchants' Exchange 48, 82 v. Milwaukee Chamber of Commerce 44, 85 v. New Orleans & C. R. Co 63, 134 v. Overton 97, 126 v. Pettineli 125 v. Sibley 22 v. Silva 8 v. Tudor 36, 58 v. Union Merchants' Exchange 49 State Savings Ass'n v. Nixon- Jones Printing Co 10, 11, 166 Steamship Dock Co. v. Heron 72, 167 Stebbins v. Phoenix Fire Ins. Co 65 Steiner v. Steiner L. & L. Co 52 Steuve v. Grand Lodge, A. O. U. W 130 Stevens v. Davison 15 Stewart v. Lee Mut. Fire Ins. Ass'n 76 v. Walla Walla P. & P. Co 33, 6 4 BOlwell v. People's B., L. & S. Ass'n 138, 143, 14S 248 TABLE OF CASES. REFERENCES ARE TO PAGES. Stockton v. Harmon 17 Stockwell v. St. Louis Mercantile Co 62, 116 Stoehlke v. Hahn 20 Stohr v. San Francisco M. F. Soc 140, 144, 145, 155, 157 Strasser v. Staats 170 Strauss v. Mutual R. F. Life Ass'n 142, 143 Sullivan v. Lewiston fnst. of Savings 153 v. Spaniol 34 Supreme Commandery v. Ainsworth 4, 138, 143, 150, 152 Supreme Council v. Garrigus 135 Supreme Council, A. L. of H., v. Adams 139, 169 Supreme Council, C. B. L., v. Boyle 113 Supreme Council, C. K. of A., v. Morrison 169 Supreme Council, R. A., v. Brashears 143 Supreme Lodge, K. of H., v. Dalberg 93, 104, 117 Supreme Lodge, K. of P., v. Clarke 77 v. Knight 2. 96, 137, 143, 144, 151, 152 v. Kutschsr 2, 12, 128, 138 v. La Malta 138 v. McLennan 128 v. Trebbe 2 Supreme Lodge National Reserve Ass'n v. Mondrowski 96 Supreme Lodge, 0. S. F., v. Dey 179 Supreme Tent, K. of M., v. Hammers 138, 169 v. King 113 v. Volkert 17 Supreme Tribe of Ben Hur v. Hall 28 Susquehanna Ins. Co. v. Perrine 129 Susquehanna Mut. Fire Ins. Co. v. Elkins ]g Swain v. Grand Lodge, A. O. U. W 140 Swaine v. Miller 177 Swedish Christian Mission Soc. v. Lawrence 17 Taylor v. Edson 1S9 v. Griswold 4, 5, 54, 58 Tempel v. Dodge 52 TABLE OF CASES. 249 REFERENCES ARE TO PAGES. Ten Broek v. Winn Boiler Compound Co 120, 165 Tete v. Farmers' & Mechanics' Bank 69, 127, 175 Thayer v. Herrick 10 Theobald v. Supreme Lodge, K. of P 77 Thibeault v. St. Jean Baptist Ass'n 113 Thibert v. Supreme Lodge, K. of H 142. 146, 147 Thomas v. Cochran 108 v. Musical Mut. Protective Union 79, 83, 126, 131, 173, 178 v. Societa Italiani di Mutuo Soccorso 98 v. Thomas Ill Tourville v. Brotherhood of L. F 92 Travers v. Abbey 175 Trawick v. Peoria & Ft. C. St. Ry. Co 21, 165 Treadway v. Hamilton Mut. Ins. Co 129 Trowbridge v. Hamilton 33 Trustees v. Flint 76 Tuttle v. Walton 69, 70, 126, 127 Twelfth St. Market Co. v. Jackson 52, 99 Tyler v. Old Post Bldg. Ass'n 126 U Underbill v. Agawam Mut. Fire Ins. Co K v. Santa Barbara Land, Bldg. & Imp. Co 17 Union Bank v. Ridgely. . . 9, 187 Union Mut. Fire Ins. Co. v. Keyser 18. 25, 130 Union Nat. Bank v. Scott 58 United Fire Ass'n v. Benseman 10 United States v. Metropolitan Club 180 United States Mut. Ace. Ass'n v. Mueller 105 United States S. & L. Co. v. Shain 132 V Van Poucke v. Netherland St. V. P. Soc 46, 143, 176 Vansands v. Middlesex County Bank 62 Vercoutere v. Golden State Land Co 12 Victor G. Bloede Co. t. Bloede 48, 66 250 TABLE OP CASES. REFERENCES ARE TO PAGES. Vierling v. Mechanics' & Traders' S., L. & B. A;":'n 43, 87, 89 Vintners' Co. v. Passey 43, 90, 96 Voluntary Relief Dept. v. Spencer 177 w Wachtel v. Noah W. & O. Benev. Soc 62 117, 177 Wait v. Smith 134, X69 Wall v. Emigrant Industrial Sav. Bank 120 Wallace v. Madden 35 ; m Wain's Assignees v. Bank of North America 69 Walsh v. Consumnes Tribe, No. 14, I. O. R. M 112 Ward v. Johnson 150 Warner v. Mower 6 q Warren v. Louisville Leaf Tobacco Exchange 50 82 Waterman v. Chicago & I. R. Co 123 Waterworth v. American Order of Druids 10g Watson v. Bendigo Permanent Land & Bldg. Soc 19 v. Sidney F. Woody Printing Co 1(> Watts v. Equitable Mut. Life Ass'n 20 Weakly v. Northwestern Benev. & Mut. Aid Ass'n 179 Weatherly v. Medical & Surgical Soc 3 41 Welling v. Eastern B. & L. Ass'n 13() Wells v. Black 35 Wetherell v. Thirty-First St. B. & L. Ass'n 71 Wheeler v. Lackawanna Coal Co 175 v. Supreme S. 0. of I. N 1