State v. Supreme Forest, Woodmen Circle ( 1916 )

Sedgwick, J.

The Supreme Forest, Woodmen Circle, is a fraternal beneficiary association with a large membership throughout the United States. The legislative body of the order is known as the “Supreme Forest,” and the constitution provides that it shall have original and appellate jurisdiction in all matters pertaining to the general welfare of the order. The' constitution also provides for i supreme executive council, and this council is given all power and authority of the Supreme Forest when that body is not in session, except as specified in section 30 of the constitution. The chief officer of the Supreme Forest is called the supreme guardian, and the constitution provides that the supreme guardian shall also be a member of the supreme executive council. The Supreme Forest meets biennially, and at its last meeting-elected the defendant Emma B. Manchester supreme guardian. She assumes, and now insists, that under the constitution she has the power and duty to “administer the organization or field work of the society.” This appears to include the appointment of financial and other agents and attorneys, and other important matters. The supreme executive council appointed a committee of three, of which Mrs. Manchester was one, to take charge of and control this “organization or field work.” The defendants Dora Alexander and Mary E. LaRocca, the other two members of the committee, being a majority thereof, assumed to direct the “organization or field work,” and so a conflict arose between Mrs. Manchester and these two members of the committee, and it seems to be conceded that this conflict so disorganized the business as to endanger the existence of the association. The attorney general, in behalf of the insurance board of the state, brought this action in quo warranto in this court to determine the jurisdiction and powers of these respective authorities, making the association and these three officers, the members of the supreme executive council, and the members of the board of supreme managers, defendants. No brief has been filed on behalf of the state. Mrs. Manchester, as supreme guardian, by her attorneys, represents one side of the controversy, and also briefs have been filed on behalf of the other defendants as representing the other side of the controversy.

1. It is suggested that the court should not entertain jurisdiction of the action because the state is not interested in the controversy, and therefore the insurance board and the attorney general cannot maintain such proceedings. This question is not much discussed in the briefs, and, without entering into a discussion of the matter, we have concluded that the authorities of the state, under our statute, are given such control of these beneficiary associations as to require the state to see that the interests of the members of the association are not sacrificed by unauthorized usurpations of authority on the part of the. officers of the association.

2. There is more or less ambiguity and uncertainty in the articles of association and the by-laws, and, even if we assume that all parties have acted in good' faith, it is apparent that these uncertainties have led to this destructive conflict of authority. The constitution provides that the supreme guardian shall appoint deputy supreme guardians and instruct them in their duties. The contending parties do not agree as to the powers and duties of these deputy supreme guardians so appointed. If under the constitution and the laws of the association the supreme guardian and these deputy supreme guardians are “to administer organization or field work of the society,” then the contention of Mrs. Manchester as supreme guardian must be sustained; but if the authority of the supreme guardian and the deputy supreme guardians is limited to the more formal duties of the supreme guardian, and does not include the “organization or field work,” then the contention of Mrs. Alexander and Mrs. LaRocca, as a majority of the committee appointed by the executive council, must be sustained.

The statute provides that such association shall have a representative form of government, that is, the governing powers of the association shall be elected directly or indirectly by the members, and it appears from its constitution that the Supreme Forest is so elected, and is the governing power of the association. The Supreme Forest is the governing body, and corresponds to the board of directors in an ordinary corporation. The executive council is a subordinate body with limited prescribed powers and duties, and connot be considered in any sense as analogous to tbe controlling directors of a corporation. The Supreme Forest “shall enact laws for. its own government and for conducting the business of the order generally.” The regulation of the general business of the order, then, is to be by legislation, and the executive council can legislate only as provided in the constitution. Manifestly the executive council can have no power that shall conflict with the laws so enacted by the Supreme Forest. By the constitution it is provided that the supreme executive council shall have a limited legislative power. In order to exercise such power, it must be determined by unanimous vote of all the members present that an emergency exists, and no legislation shall be enacted unless the same shall receive the affirmative vote of at least seven members of the council, and no legislation of .theirs shall be enforced until it is approved in writing by two-thirds of the members of the Supreme Forest other than members of the supreme executive council. In the appointment of this committee the executive council did not comply with these requirements. The council therefore could not clothe this committee with, authority to “conduct the business of the order generally.” That power is in the Supreme Forest, and must be exercised by enacting laws; that is, by legislation. The executive council can legislate only in the specific manner stated in the constitution. It follows that the committee could not take control of the general business of the order.

A deputy is “one authorized by an officer to exercise the office or right which the officer possesses for and in place of the latter.” This brings us back to the question we begin with: Is the supreme guardian authorized to organize groves, or local branches of the order, and to generally administer the “organization or field work?” If so, she might appoint deputy supreme guardians to perform these duties. It is her $uty to preside at all meetings of the Supreme Forest and of the supreme executive council and enforce the laws of the order. “She shall appoint all committees not otherwise' provided for, and have general supervision over the affairs- of the order.”

There is no express or definite provision in the constitution and laws of the association as to who “shall generally administer the organization or field work.” The most that can be said in favor of the contention that the executive council has this power and duty is that the language of the constitution and laws is ambiguous upon that point. Under such circumstances, the practical construction by the parties themselves must control. For many years the supreme guardian lias performed these duties, and all parties have acquiesced in this construction of the constitution and laws without question.

We conclude that, until the Supreme Forest takes action, this construction must control. There will be a meeting of the Supreme Forest soon, and it is to be hoped that such definite and unequivocal action will be taken as to avoid such conditions in the future. In the meantime the supreme council and the committee, of which the defendants Dora Alexander and Mary E. LaRocca are members, are enjoined from interfering with Emma B. Manchester, the supreme guardian, and her deputies regularly appointed in organizing groves, or local branches of the order, and generally administering the organization or field work of the association.

Injunction allowed.

Rose, J., not sitting.