Rose v. Wilkins , 78 Miss. 401 ( 1900 )

Terral, J.,

delivered the opinion of the court.

Henry Rose, being admitted to beneficial membership in the order of the Knights of Honor, had issued to him, on ¿he nineteenth day of June, 1895, by the supreme lodge, a benefit certificate in the sum of 82,000, payable at his death to his wife, ' Mary J. Rose. On the fourth day of November, 1898, he and his wife jointly sold and-transferred by writing a three-fourths interest in said certificate to David D. Wilkins. Henry Rose died on the twenty-eighth day of March, 1900, a member of the order in good standing, and soon thereafter Wilkins filed his bill against the association and Mrs. Rose to recover a three-fourths interest ($1,500) in said benefit certificate. It appears from the proceedings in the case that the Knights of Honor is a benevolent society, and was formed under the public laws of the state of Missouri, which provides (Rev. St. 1879, ch. 21, art 10, §972) that such a society “may include in their corporate powers the privilege of providing for the relief and aid of their families, widows, orphans, or other dependents of their deceased members, or for assisting such as may be sick or disabled, from the proceeds of assessments upon the members of such society. ’ ’ The articles of agreement formative of the association under the public laws of the state of Missouri expressly provide the scope and purpose of the association to be as authorized by said law, and they were so adjudged to be by thq pro forma decree of the circuit court of the city of St. Louis, under whose imprimatur such articles necessarily passed. In addition to all this, it is stated in the beneficial certificate, under which Wilkins claims the §1,500 sued for, and of the contents of which he was bound to take notice, that it was to be paid in accordance with and under the laws governing the order. We regard it as settled that the constitution and by-laws of a benevolent society are in the nature of a contract between it and them, and they form a part of every contract made between them, and such contracts are governed in their validity, construction and discharge by such constitution and by-laws. Holland v. Taylor, 111 Ind., 125, s.c. 12 N. E., 116; 1 Bac. Ben. Soc., sec. 161; End. Ben. Assn’s (2d ed.), sec. 106; Thomp. Bldg. Assn’s, ch. 5, sec. 4.

The charter of the supreme lodge of the Knights of Honor only authorized it to pay a benefit to a member of the order, or to some of his family, or to a dependent upon a member. Mr. Wilkins is not such person, nor has he been named to the order as beneficiary. If he had been so named, he could not recover the benefit, for such contract would have clearly been ultra vires. 1 Bac. Ben. Soc. (2d ed.), §§ 295, 304, 311; Assurance Fund v. Allen, 106 Ind., 593, s.c. 7 N. E., 317.

It is a rule of law that a corporation, being an artificial person, has only the powers expressly conferred- upon it or necessarily, implied from those so conferred. The charter is the law •of its being, as well as of its creation, and power not given may not be exercised. Applying the constitution and laws of the order to the benefit certificate, it is too plain for argument that the only contract between him and the society is, upon its part, to pay $2,000 upon his death to his wife, Mary J. Rose. Wilkins is not a member of the order, nor a part of the family of a member, nor a dependent upon a member, and so is not within the spirit or the letter of the contract, and can take nothing under it by assignment. 1 Bac. Ben. Soc., sec. 295.

It is to be noted that the order of Knights of Honor is created by public law, of which strangers, as well as members of the order, are bound to take notice, and Wilkins is to be charged with the knowledge that the benefit under this contract -can only be paid to a particular class of persons, to which he did not belong. 1 Bac. Ben. Soc., sec. 304; Mor. Priv. Cor. (2d ed.), sec. 591 et seq.

The assignment to Wilkins of a three-fourths interest in the •certificate by Rose and wife was inoperative and void, because it was in violation of the laws of the order, of which he was bound to take notice. 2 Beach, Priv. Corp., sec. 421.

The association only agrees to pay a benefit to a certain class •of persons as the objects of its charity, and it is bound only to the terms of its contract; and the restriction of payment to such persons inhered in the contract, by whomsoever held, whether holding by assignment or otherwise. If the bill of complaint ■of Mr. Wilkins had been adapted to the recovery of the sums •of money paid by him in behalf of Rose to keep the policy in -force, it is reasonable to’ suppose that he might recover the amount so paid, with six per centum per annum interest thereon. Harley v. Heist, 86 Ind., 196, s.c. 44 Am. Rep., 285.

The decree of the court is reversed and the case is remanded, with leave to complainant to amend his bill if he shall be so .advised. Reversed.