Stirn v. Supreme Lodge of the Bohemian Slavonian Benevolent Society ( 1912 )

YiNje, J.

The demurrer to the answer presents the question whether the defendant, by amendment to its constitution or by-laws, could change the terms of the certificate issued to plaintiff in 1891 whereby he was made a beneficiary therein to the amount of $250 in the event his wife died during his lifetime, so as to cut off his right to receive said sum. Defendant contends that, since the certificate was issued upon condition that the plaintiff should “in every particular, while a member of said organization, comply with all the laws, rules, and regulations thereof,” it was within its power to change its laws as it did in 1896; that such change was made necessary because of the fact that it was'found that members who received a cash, payment upon the death of their wives lost interest in the society and usually allowed their insurance to lapse, and because it was deemed contrary to its articles of incorporation and to the laws of several states in which it did business. It is claimed the change was a reasonable and necessary one. and did not deprive members of their vested rights. Conceding the necessity of the change from the standpoint of the defendant, can it be said that it did not deprive plaintiff of valuable contract rights ? His contract was that the defendant should pay his wife $1,000 upon his death, but if she died before he did, then it should pay him $250 upon her death, and the balance, after his decease, to a beneficiary named by him. This contract was sought to be changed so as to cut off his right to receive the $250 upon the death of his wife and to make the whole sum of $1,000 payable upon his death. Manifestly such a change was a material change in the contract. Under the certificate issued to him plaintiff and his wife were both the insured and the beneficiaries. Under the attempted substituted contract the plaintiff alone was the insured and the wife alone the beneficiary.

The reserve power, made a part of the contract of insurance, that plaintiff should comply with all the laws, rules, and regulations of the defendant, warranted only reasonable changes in the manner and mode as to details of carrying out the scheme of insurance. It did not authorize defendant to nullify any essential feature of the contract entered into. Wuerfler v. Trustees Grand Grove, 116 Wis. 19, 92 N. W. 483; Jaeger v. Grand Lodge, 149 Wis. 354, 135 N. W. 869. It has been held that provisions in the articles of organization or by-laws existing at the time of the issuance of the certificate inconsistent therewith, must yield to the terms of the certificate, in the absence of some statutory provision or some rule of public policy to the contrary. Ledebuhr v. Wis. T. Co. 112 Wis. 657, 88 N. W. 607; Wuerfler v. Trustees Grand Grove, supra; Koerts v. Grand Lodge, 119 Wis. 520, 97 N. W. 163; Bruger v. Princeton & St. M. Mut. F. Ins. Co. 129 Wis. 281, 109 N. W. 95. So changes made in the organic law of a benefit society or in tbe by-laws thereof which materially alter or affect the contract relations between the members and the society as expressed in the contract of insurance, must yield to the terms of the latter in the absence of consent or waiver, or of any statutory rule of public policy to the contrary, even where there is-a provision in the certificate that the member will comply with the laws, rules, and regulations of the society or order as they may be enacted or amended from time to time in the future. Such provision relates to the conduct and government of the society in relation to its members and does not affect the substantial portions of its insurance contracts with them. True, it may authorize the society to change the details of the mode- or manner in which it shall carry on the insurance part of its. business, as well as its other business with members, but it. cannot be made the cloak for compelling a member to accept a substantially different contract of insurance from the one entered into when the certificate was issued.

A further claim is made that the plaintiff must be held to have consented to the change in the terms of his certificate because he continued to pay his assessments for many years after he had notice of a change in the by-laws. The answer contains no such allegation of consent. On the contrary, it admits that plaintiff never consented thereto, for it alleges “that he was repeatedly requested to surrender the old certificate and to accept a new one issued under the new system, but the respondent never did so for more than ten years past.” The answer, therefore, upon its face shows that plaintiff never consented to a change in the by-laws. He had a perfect right to continue to pay assessments upon the certificate issued to him in order to keep it in force, and was under no obligation to surrender it for cancellation.

By the Court. — Order affirmed.