Commonwealth v. Heilman

Opinion by

Mr. Justice Elkin,

The historical view of the origin and groAvth of the Junior Order of United American Mechanics will be helpful to a proper understanding of the questions raised by this appeal. This order was first instituted by the organization of Washington Council, in German-town, Pennsylvania, in 1853. It is a voluntary,' secret, patriotic and beneficial society. In the plan of organization it was provided that the original council should act as a state council until six such councils were organized, and it did so act until eight councils were instituted. In 1860 these eight councils formed what was called a state council which at that time acted as the governing head of the order. As the order grew new councils were established from time to time not only in Pennsylvania but in adjoining states, notably in Delaware and New Jersey. The State Council of Delaware was organized in 1868, and of New Jersey in 1869. These state councils were instituted by virtue of warrants or charters granted by the State Council of Pennsylvania. For reasons which do not appear in this record but evidently deemed wise by the members of the order at that time, and no doubt because the order had outgrown state limitations, a National Council was organized in 1869 by duly elected representatives of the order in different states. The organization of the National Council was a voluntary act on the part of the entire membership of the order whose representatives were elected for this express purpose. The intention was to create a supreme governing head of the order as the most effective means of promoting its growth and extending its influence. After the National Council had been créated in the manner stated a constitution and by-laws were adopted and proper officers elected: From 1869 until the present time the National Council has directed the affairs of the order and has been recognized, except in a few instances in later years, one of them being by the appellants in this case, as the supreme authority of the organization. In the constitution and bylaws it is provided that the National Council shall be the supreme head of the order with power to make rules of discipline and general laws for the observance and government of the entire order. For more than forty years it has exercised these powers and has directed the affairs of the order according to the plan of organization which provided for (1) a National Council; (2) state councils working under charters or warrants legally granted and not suspended or revoked; and (3) councils holding charters or warrants duly granted and not suspended or revoked. While this was the plan adopted by the national council, it must be regarded as the plan of the whole organization, because the entire membership of the order commissioned their representatives to formulate and adopt such a plan, and it has been accepted as the law of the order for more than forty years. It will thus be seen that the National Council as the supreme head of the order exercises general supervision and jurisdiction in all the states, territories and countries in which branches of the order are established; the state councils while acting under the national council have jurisdiction in their respective states within certain limitations; and the councils or branches which are created by'the state council are subordinate to both the state and national councils. In other words, the national council, state councils and subordinate councils are but component parts of the plan adopted by the members for the promotion of . the best interests of the order. They are not separate and distinct parts acting independently of each other, but were intended to form a harmonious, orderly system for the transaction of the business of the order and the promotion of those principles for which it was organized. It is doubtful if anyone would; have asserted a different view if the order in its various parts had remained as an unincorporated association of members. But it did not so remain and this is what gave rise to the present, controversy. In 1870 the State Council of Pennsylvania was incorporated by an act of the legislature, and the appellants contend that they are acting under their charter powers and are not bound by the constitution and by-laws of the National Council. In order that the act of incorporation should be properly construed it is necessary to keep in mind the situation of the state council at that time and the purpose for which the charter was granted. The state council was in existence as an unincorporated society at the time the Act of 1870 was passed. Indeed, the purpose of the act is declared to be the creation of the members of the state council into a body politic and corporate for the “promotion of the principles of said association.” The act did not create a new society, nor was it the foundation of a new organization. It simply gave corporate form to an unincorporated branch of a society already in existence. It was not intended to create a new society with a purpose different from that of the old order, but, on the other hand, the manifest intention was to preserve the old order, and to make the incorporated branch an integral part of it. This is not a new view, nor one adopted for the first time to meet the contingencies of the present case, but it was the view accepted and acted upon by the national council, state council and members of the order from the time the act was passed in 1870 until the difficulties arose which gave rise to the present controversy. The contention now made that the state council can secede and act independently of the national council, and without reference to the constitution and laws of the supreme body does not appeal to us as sound. We find nothing in the Act of 1870, properly construed, to warrant such action. It was provided in that act that the officers of the unincorporated society should continue in their respective stations until successors were elected and that the rules and by-laws in force should remain good and valid until altered, amended or abrogated. The general objects of the unincorporated society were written into the act as the declaration of purpose for which the charter was granted. There cannot be the slightest doubt that the legislative intent was to give corporate form to a society already in existence for the purpose of better promoting the principles of the order. There is no indication of a different intent. That the officers and members of the state council so understood the act is shown by a resolution adopted in 1883 instructing the board of officers to have the objects named in the charter amended so as to conform with those, adopted by the national council in 1882. In obedience to these instructions the officers of the state council presented a petition to court asking that certain amendments and alterations be made to said charter, and the prayers of this petition were granted and the amendments allowed. All this was done in order that the state council as an incorporated body might act . more completely in harmony with the national council, and the charter as amended shows conclusively that the state council intended after its incorporation to act as an integral part of the national organization and acknowledged obedience to the constitution and laws of the supreme head of the order. In this respect the charter powers of the state council are somewhat analogous to those corporations which are created for the express purpose of carrying out the provisions of a will. While the state creates the corporation and grants the charter, the provisions of the will prevail and the corporation must be conducted in such manner as to effectuate the intention of the testator. Again, the Act of 1870 gave the corporation the power to “make such by-laws, rules and regulations as shall be necessary for their government, and the promotion of the principles of said association.” Acting upon this authority the state council did adopt á constitution and by-laws which subordinated it to the national council and expressly recognized the national council as the supreme governing head of the order. In addition, the state council accepted the constitution and laws of the national council as binding upon it, and for a long period of years never questioned that authority. That the national council represents the supreme power of the order and that its constitution and laws are binding upon all state and subordinate councils as well as upon the entire membership of the organization was distinctly ruled in Derry Council v. State Council, 197 Pa. 413, wherein this court, speaking through our Brother Brown, said: “An examination of the constitution and national laws for the government of the Junior Order of the United American Mechanics adopted in Minneapolis in June, 1899, the adoption of which we have held to be valid and binding on the order, shows that the body which adopted it was the supreme governing power and that the national constitution and laws are the supreme law.” The effect of that decision was to make the national constitution and laws binding upon all state councils, subordinate councils and the entire membership of the order. By adopting this plan of government and accepting the supreme law of the order as binding upon it, the state council in legal effect wrote the constitution and laws of the national body into the constitution and laws of the state organization, as it had the right to do under the charter powers granted by the Act of 1870. It necessarily follows, therefore, that even if the state council be regarded as acting under its charter powers alone, it became an integral part of the national body by its own corporate act. To adopt any different view would be to disregard the historic growth and development of the order as well as the primary purposes for which the charters to the -state and national councils were granted. All of this is but preliminary to saying that the National Judiciary represented the supreme power of the order in dealing with the questions involved in the present controversy, and this tribunal having taken jurisdiction of the matters in dispute between the parties to this proceeding, and having decided that the relators had been properly and regularly elected to their respective offices under the constitution and laws of the order, and no fraud or collusion baying been charged or proved against tbe National Judiciary in bearing and deciding tbe matters in dispute, its action was final and conclusive under tbe facts of tbe case at bar as tbe learned court below bas found. We cannot agree with tbe learned counsel for appellants that tbe National Judiciary bad no jurisdiction of tbe subject matter of this controversy. Under tbe powers vested in tbe National Judiciary there is ample authority to sustain tbe jurisdiction exercised by that tribunal in tbe present case, and upon this question we adopt tbe reasons given by tbe learned court below in disposing of tbe case. With this view of tbe law nothing of profit can be added to tbe discussion. Indeed, tbe case might well be rested on tbe very excellent opinion of tbe learned judge who beard it in tbe court below. We approve of what was said in that opinion on all tbe material questions in tbe case, and have simply added a general review of tbe whole situation by way of emphasis. That a schism of such disastrous consequences to tbe order bas been occasioned by officers and members bolding different views as to their legal rights, no matter bow good their intentions, must be a matter of regret to both factions, if they are interested in tbe promotion of tbe principles of tbe organization. If tbe order is to live, it must be as a national body, and if segregated into various parts, acting independently of each other and acknowledging no supreme authority to govern tbe entire body, it will soon wither and die by tbe sure process of disintegration. Common prudence suggests that tbe contending factions should settle their differences and work together as one harmonious body of national scope and character. But this is tbe work of tbe officers and members and not of tbe courts.

Judgment affirmed.