Boston Club v. Hannan , 214 Mass. 286 ( 1913 )

Braley, J.

The verdict for the plaintiff having been ordered upon the defendant’s admission that there was no question of fact for the jury, he contends that the evidence is insufficient to establish any liability for the annual assessment or dues to recover which the action is brought.

It is settled by the decision in Boston Club v. Potter, 212 Mass. 23, that the appointment of a receiver to wind up the affairs of the club and the closing of the club house did not terminate the liability of members for dues which accrued on December 1, 1907, and by the decision in Rogers v. Boston Club, 205 Mass. 261, 269, that even if under the by-laws the dues could be paid subsequently in quarterly instalments, the entire amount constituted a debt which the members could be compelled to liquidate as of that date. The evidence having shown these essential facts the defendant is bound, if when the dues accrued he was a member. McManus v. Thing, 208 Mass. 55, 60. Malden & Melrose Gas Light Co. v. Chandler, 211 Mass. 226, 227.

■ The plaintiff is a corporation chartered without capital under the R. L. c. 125. Its purpose was not commercial, but it was organized to provide certain comforts and privileges for the benefit and enjoyment of its members. Under § 6 of the statute authority was given to enact by-laws which should prescribe the manner in which, and the officers or agents by whom the purposes of its incorporation could be effectually accomplished. By article four, section three, of the by-laws a form for admission to membership is prescribed, with the duties of the secretary and of the membership committee. It is expressly provided, that the applicant’s name shall be posted for at least a fortnight before being voted upon by the executive committee, and this requirement doubtless was intended for the information of members, fifteen of whom could prevent an election by sending a negative ballot to the executive committee which was authorized to admit or reject the person proposed for membership. The defendant’s application or proposal appears to have been in proper form, but not having been posted in accordance with the by-law he contends that his election by the executive committee was void and that he never became a member. If the committee had no broader powers they could not lawfully proceed to an election until compliance with the precedent condition of posting. Gray v. Christian Society, 137 Mass. 329. Burbank v. Boston Police Relief Association, 144 Mass. 434,437. McCoy v. Roman Catholic Mutual Ins. Co. 152 Mass. 272. Timberlake v. United Order of the Golden Cross, 208 Mass. 411, 423. But the exceptions state that this body by another by-law, the details of which are not stated, had been vested with the entire government and management of the business of the corporation, including the election of members. It had been empowered to appoint a committee on membership, consisting of five of its own members, who were to investigate the character of applicants, and report their recommendations to the full committee. The necessity or the expediency of such a provision is not before us. It is enough that the plaintiff did not exceed its corporate powers. The largest discretionary authority having been conferred, the executive committee could exercise the powers of the corporation itself, and proceed to an election even if the name of the defendant had not been previously posted. Young v. Canada, Atlantic & Plant Steamship Co. 211 Mass. 453, 456.

The defendant’s election having been valid, and his acceptance amply shown by the payment of dues, and the enjoyment after his election and until the club was closed of the accommodations of the club house, and of all the privileges appurtenant to membership, it is immaterial that he never complied with article five by the payment of an entrance fee, which is declared to be equivalent to signing the constitution and by-laws. United Hebrew Benevolent Association v. Benshimol, 130 Mass. 325, 328. Detroit Driving Club v. Fitzgerald, 109 Mich. 670.

The defendant having been a member when the annual assessment fell due, the action can be maintained, and the verdict for the plaintiff was rightly ordered.

Exceptions overruled.