Vicksburg Lodge No. 26 v. Grand Lodge of Free & Accepted Masons , 116 Miss. 214 ( 1917 )

Ethridge, J.,

delivered the opinion of the court.

(After stating the facts as above). By the clause last refered to in the statement of facts it will be seen that the Grand Lodge places its right -to such property squarely upon the proposition that it, as governing body of subordinate lodges, had a right to make rules and regulations for the government of subordinate lodges, and for their infraction of such rules could arrest or forfeit the charter of subordinate lodges, and as a result of such arrest or forfeiture the property of the subordinate lodge ipso fdcto became the property of the Grand Lodge under section 46 of its rules and regulations quoted in the statement of facts.

Let us first consider the effect and meaning of section 46 of the rules and regulations above referred to. Is such section a contract, as contended in the brief of appellees, between the subordinate lodges and the Grand Lodge? And if it be a contract, is its effect and meaning broad enough to vest in the Grand Lodge all property of a subordinate lodge whose charter may be arrested by the Grand Lodge? We think the admission of the answer to the cross-bill as well as the real meaning of clause 46 is what it purports to be, a rule of law imposed upon the subordinate lodges by the Grand Lodge. In our opinion, the answer to the cross-bill interprets this provision correctly as being a rule or regulation of the Grand Lodge with reference to its being a law instead of a contract. In our judgment, the meaning of this provision is that if from the negligence of the members of the subordinate lodge it ceases to exist, or if for any reason they voluntarily surrender their charter and go out of business and cease to exist as a local lodge and make no provision or disposition of their property, that in such case this regulation was intended to vest the title of such property in the Grand Lodge as a trustee for the purposes of paying the debts of the defunct lodge and devoting whatever should remain to the purposes of Masonic 'charity, giving the property acquired for Masonic use and purposes, to the causes and purposes of the Masonic fraternity as understood and administered in its charity work. It was not, in our opinion, intended, and this provision cannot be construed to mean, that the Grand Lodge can arrest or forfeit the charter of a subordinate lodge and by such an act on its part alone itself acquire the property belonging to a subordinate lodge. The clause is to be construed most strongly against the Grand Lodge which enacted it and most favorably to the subordinate lodges which are to be affected by it.

If the construction contended for by counsel for the appellee were accepted as the correct construction, then in this case it would be simply a forfeiture for some contumacy or misconduct of the subordinate lodge, and equity would not lend its aid in enforcing the forfeiture. Thornton et al. v. City of Natchez, 88 Miss. 1, 41 So. 498; Mississippi Railroad Commission v. Gulf, etc., R. R. Co., 78 Miss. 750, 29 So. 789. We think the record shows that the property in question was acquired in the capacity of a corporation under the laws of the state of Mississippi, and under its charter set out in the statement of facts this corporation had perpetual succession, power to sue and to be sued, to purchase, to possess, and enjoy for their own use and benefit land, tenements, and hereditaments not exceeding twenty- five thousand dollars in value, and has the power to sell and dispose of such property at pleasure. It also has the power to contract and be contracted with in the name of said corporation and in the name of any person or persons, authorized by them, and power to adopt all by-laws, etc., not inconsistent with the Constitution or laws of the state. Being a creature of the state of Mississippi having the right to perpetual succession by operation of the law of the state, it could not be dissolved by an action of any other body than the creator, the state of Mississippi, acting through its proper agents and officers. The record shows that after the charter was arrésted and before its forfeiture the members of the- lodge met and organized the board of directors in accordance with the state charter, and made provision and directions with reference to its property. The chancery court held that the property was the property of the Grand Lodge of Mississippi, and ordered the property sold by commissioners to be applied in accordance with the regulations of the Grand Lodge. We think the chancellor erred in his conclusions, and that under the facts in this record the Grand Lodge acquired no right, title, or interest in this property. It had the right, if it pursued it in the proper way'and according to its rules and regulations, to sever the relations between it and the subordinate lodge and to cancel such rights it had conferred by virtue of the charter granted by it and by its rules and regulations. But it did not have the right and power to take from the corporation created under the laws of the state its property without due process of law. Under their charters, both the Grand Lodge and Vicksburg Lodge, No. 26, have all rights conferred under their respective charters, and cannot be deprived of them in any other way than according to the law of the land and due process of law. See Austin v. Searing, 16 N. Y. 112, 69 Am. Dec. 665; Wicks v. Monihan, 14 L. R. A. 243, 130 N. Y. 232, 29 N. E. 139; Merrill Lodge v. Ellsworth, 78 Cal. 166, 20 Pac. 399. 2 L. R. A. 841. The principles announced in these cases are supported in part by Mt. Helm Baptist Church v. Jones, 79 Miss, 488, 30 So. 714, which, holds that property rights of religious and other associations are within the protection of the court. In other words, in dealing with all questions of fraternal and social relations the organization may adopt rules and regulations, by which subordinate lodges agree to or are bound to obey, and which are to govern in their trial before the Grand Lodge, but when property rights are sought to be taken by virtue of these interrelations the courts are open, and they must be taken in accordance with the law of the land.

We are ¿sked by the appellant further to adjudicate the allegations that the Grand Lodge in arresting the charter and forfeiting the property exceeded its power, and we are asked to protect the lodge in its rights within the organization. It seems to be suggested in the pleadings -that the charter was arrested and forfeited because of the institution of a suit in the courts of the state for the protection of propery rights and that this was in excess of the powers of the Grand Lodge. It is also suggested in the testimony that the charter was arrested and later forfeited without notice and hearing to the Vicksburg Lodge, No. 26, and without an opportunity on its part to appear and present a defense, or produce testimony bearing on these questions. The pleadings in the case do not disclose definitely and certainly what offense, if any, prompted the Grand Master of the Grand Lodge in arresting the charter. No rule or regulation of the Grand Lodge has been pointed out in the pleadings that constitute the foundation of the forfeiture, nor is it clearly and distinctly alleged in the pleadings that the action of the Grand Master and the Grand Lodge was without hearing or notice or opportunity to defend. It appears that the'institution of the suit in cause No. 7095 by Vicksburg Lodge, No. 26, in the chancery court had some bearing upon the action of the Grand Master and of the Grand Lodge in taking the action they took. The Grand Lodge is the creature of the state (in its present córporate capacity), and its power to enact by-laws is given, provided they do not conflict with tbe law of tbe land. As under the law of tbe land every person and corporation is entitled to resort to tbe courts, for redress of any grievance affecting life, liberty, reputation, and property under section 24 of tbe Constitution of tbe state, and as under section 25 of tbe Constitution no person can be debarred from prosecuting and defending in any civil cause, and as under section 14 of the state Constitution, and tbe Fourteenth Amendment to tbe federal Constitution no'person can be deprived of life, liberty, or property without due process of law, we are bound to assume, under tbe allegations and proof in this case, that tbe institution of tbe suit in cause No. 7095 was not tbe sole cause of tbe action on the part of tbe Grand Lodge. On tbe allegations and proof in this record we are bound to presume that tbe lodge acted in accordance with its rules and regulations, and proceeded from adequate cause to act as it did. We cannot believe that tbe action of tbe Grand Lodge was arbitrary and without reason. If such be tbe case, it would have to be alleged and proven. It is admitted in tbe court below that tbe concordat was of no effect, and also in tbe answer to tbe cross-bill. It seems to us from a careful and attentive study of this case that there must have been some mutual misunderstanding of tbe facts by tbe bodies involved in the suit. We trust that some method may be devised whereby tbe unhappy situation may be remedied by some satisfactory measure acceded to by all parties. It strikes us that tbe property should be continued to be used for tbe benevolent and laudable purposes of tbe fraternity, and some amicable adjustment ought to be made to restore tbe property to local Masonic uses. There are, or sometimes may be, relinquishments and concessions that can be made in tbe interest of harmony and the general welfare. From tbe reputation of the great Masonic fraternity we believe that with proper effort the right of all parties may be protected. On the pleading and proof in this suit we cannot determine the rights of the members of Vicksburg Lodge, No. 26, whatever they may be, as they existed when the charter was arrested and forfeited. Some of them have, as shown by the record, gone to other lodges, and we do not wish to be understood in this opinion as foreclosing a proceeding under proper allegations to take care of whatever right they may have. We trust that this question can be settled without further litigation, but on the record as it stands we feel that we are bound to reverse the chancellor and dismiss the bill of complaint as to all of the complainants.

Reversed and remanded, with direction to the court' below to dismiss the bill and wind up the receivership.

Reversed and remanded.