State Ex Rel. Northeast Property Owners Civic Ass'n, Inc. v. Kennedy

This is an action in quo warranto instituted in this court. The relators, The Northeast Property Owners Civic Association, Inc., an Ohio corporation not for profit, and William T. Bohatch, Mabel Featherston, Albin J. Pecek, and Nellie Behrendt, who claim to be its duly elected officers, allege that respondents, Gordon J. Kennedy, Stephen A. Croley, Marjorie Egan and Margaret Clarke, are usurping the offices of president, first vice-president, second vice-president and secretary, respectively, of the association, and pray that they be ousted from such offices. The essential facts are clear. The respondents were duly elected to their respective offices and entered upon their duties January 1, 1960. Written charges recommending the removal of the respondents as officers of the association, signed by all members of the executive board (board of trustees) were presented at the May 10, 1960, regular monthly meeting of the association. At the same meeting a motion for such removal was made and seconded. The meeting, however, was adjourned before a vote was taken on the motion. The executive board, at its meeting held May 20, 1960, decided, inter alia, (1) to notify members of future meetings by postal card; (2) to limit the attendance at the regular June meeting of the association to members with 1959-1960 membership cards; (3) to suspend the officers "up on charges"; and (4) to send notices of the next meeting "as soon as it [executive board] had a place to meet." In order to emphasize the importance of this regular monthly meeting, the postal card carried the expression, "This is a special meeting." The regular June meeting of the association was called by the executive board and held on June 14, 1960, at 12907 St. Clair Avenue and in accordance with action taken by the executive board at its May 20, 1960, meeting, only members in good standing attended. None of the respondents, although duly notified and although present at the regular board meeting on May 20, 1960, were present. Two hundred fifty members of the association attended. The first order of business was the *Page 81 election of president, secretary, and sergeant-at-arms pro tem. The minutes of the last executive board meeting were read and "the actions of the board were individually and collectively approved and adopted," with one dissenting vote. A vote was taken on the motion for the removal of the respondent officers and carried "unanimously except for one vote." A motion was then made and carried to proceed to elect officers to fill the vacated offices for the unexpired terms. Nominations for president, first vice-president, second vice-president and secretary were made, with one nominee for each office. "In each instance a motion was made, duly seconded and carried that the secretary be instructed to cast a unanimous ballot for each of said officers." At the May 20, 1960, board meeting, respondent Kennedy, then president, announced that he refused to abide by the action of the board in limiting the attendance at the regular June meeting of the association to members in good standing only and intended "to invite whomever he pleases," and thereafter called and held a meeting, purportedly the monthly June meeting of the association, at the Glenville Y.M.C.A., 11111 St. Clair Avenue. Notices for this meeting were sent by him by letters in sealed envelopes. Twenty-nine members in all attended this meeting. Article III, Section I of the Constitution of the association, as amended November 1957, reads: "The elective officers of this association shall be a president, a 1st vice-president, a 2nd vice-president, secretary, treasurer, sergeant-at-arms, election board of three members and an executive board of seven members and seven alternate members." Pertinent parts of the bylaws read as follows: Article I, Section I: "Regular meetings of the association shall be held on the second Tuesday of each month, at 8:00 p. m. * * *." Article III: "President: The president shall preside at all meetings of the entire association and the executive board, enforce order and observance of the constitution and bylaws, sign all orders and checks on the treasurer authorized by the association or the executive board, and appoint all committees unless otherwise provided for. * * * *Page 82 "Executive Board: The executive board shall: "1. Carry on the ordinary business of the association between meetings. "2. Take cognizance of, study and make recommendations to the association at any meeting regarding problems of general interest to the association and the community. "3. Hold not less than one meeting a month, which shall be at least one week prior to the regular meeting of the association." It seems clear to us, from the above excerpts from the constitution and bylaws of the association, that the powers of the president are expressly stated and his duties limited in scope, and that the responsibility for the conductance of the ordinary affairs of the organization "between monthly meetings" rests with the executive board. This being so, the authority to designate the place and to determine the form and manner of notifying members of the June monthly meeting resided with that body and not with the president. It necessarily follows, therefore, that the June monthly meeting called and held by the board was valid and any other meeting called purportedly on behalf of the association lacked validity and was of no effect. Pertinent parts of Section 1702.34 of the Revised Code read as follows: "(B) Unless the articles or the regulations otherwise provide: "* * * "(2) Any officer may be removed, with or without cause, bythe persons authorized to elect or appoint him without prejudice to the contract rights of such officer. The election or appointment of an officer for a given term, or a general provision in the articles, the regulations, or the bylaws with respect to term of office, shall not be deemed to create contract rights * * *." (Emphasis added.) Inasmuch as the constitution and bylaws of the association fail to deal with the question of the removal of officers, the general laws of the state of Ohio for corporations not for profit are applicable. The respondent officers, under such laws, were subject to removal, with or without cause, by the same persons authorized to elect them, namely, the members of the association. The action of the members in the removal of the officers *Page 83 at the regular June meeting called by the executive board, therefore, was in accordance with law, and their removal was proper and effective. We hold, therefore, that the respondents from and after June 14, 1960, ceased to be officers of the Northeast Property Owners Civic Association, Inc.; that each is guilty of usurping and unlawfully exercising the office he or she claims to hold in the Northeast Property Owners Civic Association, Inc.; and each should be and herewith is ousted and excluded from the same. Judgment of ouster. SKEEL, J., concurs.