Graham v. Eminent Household

Beck, J. (After stating the foregoing facts.) As will be seen by reference to the case of Eminent Household of Columbian Woodmen v. Thornton, 134 Ga. 405 (67 S. E. 849), and the statement of the issues involved in that case and the evidence introduced touching the issues arising there, the statement of facts as set forth there may be considered in connection with the preceding statement of facts made in the case at bar. The former statement of facts throws additional light upon certain phases of the struggle between two factions in the order, which has culminated in a test of the right of the Eminent Council to elect certain ritual officers having the right to vote at the meeting of the Eminent Household. As the constitution and by-laws of the order originally stood, paragraph 2 of article 3 was as follows: “The officers shall be Eminent Consul, Eminent Director General, Eminent Banker, Eminent Physician, Eminent Cardinal, and Eminent Counsellor, who shall constitute the Eminent Council. There shall be Ritual Officers as follows: Eminent Pilot, Eminent Picket, Eminent Guardsman, and Eminent Herald. All of these officers, together with Households or Royal Households, as represented by their Heralds or Royal Heralds, shall' constitute the Eminent Household, which shall, after its first session, meet annually at such time and place as shall be determined at said first session.” And article 23 is as follows: “Amendments of the Constitution and Bylaws can be made upon a favorable vote for such amendment by a majority of the Households voting upon the question, if such amendment be approved by the Eminent Council. In the event of disapproval by the Eminent Council of a proposed amendment, notice thereof, with the reason for such disapproval, shall be sent to the Households within thirty days after such disapproval, but such amendment may nevertheless be made, by a favorable vote thereon, by two thirds of all the Households within thirty days after date of such’notice. The result of such vote shall be certified by the Worthy Consul and Worthy Clerk, and transmitted to the Eminent Consul, who shall lay the same before the Eminent Council, and it shall be the duty of the latter to declare the result to the Households and modify the Constitution and By-laws accordingly. [783] Amendment of this Constitution can also be made by the Eminent Council or by two-thirds vote of the Eminent Household.” Subsequently, on November 11, 1904, thé Eminent Council directed an application for an amendment of the charter of the Columbian Woodmen, so that paragraph 4 of the charter would read as follows: “The Eminent Household shall be composed of its officers as honorary members without vote, except in the case of an equal division the Eminent Consul, being the presiding officer, shall have power to cast the determining vote, and the delegates or Heralds from the Households or Eoyal Households.” And it appears that on December 15, 1904, an amendment to the charter in the language just quoted was granted by the secretary of State. On June 5, 1909, another amendment to the charter was granted by the secretary of State, striking the amendment of December 15, 1904, above set forth. Shortly after the amendment to the charter of December 15, 1904, the by-laws of the order were amended so that “Paragraph 2” (article 3), which defined the membership of the Eminent Household, closed with th,e following language-: “but the Eminent Officers shall be without vote,'except that in case of •an equal division the Eminent Consul may cast the determining vote.” And on August 26, 1909, “Paragraph 2,” last referred to,was amended by striking out this last-quoted amendment to the constitution and by-laws, leaving the provisions of “Paragraph 2,” which defines who should constitute the Eminent Household, as it stood originally in the constitution and by-laws. 1. It is unnecessary for us to consider the question whether or not the secretary of State had the authority to grant an amendment to the charter of the order, containing the provision limiting and defining the rights of the officers as members of the Eminent Household as it is expressed in the amendment of December 15, 1904; because the provisions of that amendment were annulled by the amendment of June 5, 1909. The secretary of State had the same authority to grant the second one of these amendments as he had to grant the first, and the Eminent Council, as appears from the entry on the book of minutes of that body, struck from the constitution and by-laws the provision which had there been inserted after the grant of the amendment to the charter of December 15, 1904, to the effect that “the Eminent Officers shall be without vote, except that in case of an equal division the Eminent [784] Consul may cast the'determining vote.” We do not think, however, in view of the limited powers of the secretary of State and the character of his duty ’in reference to the granting of charters, that either of the amendments, so-called, to the charter should be treated as having effect other than as a part of the constitution and by-laws of the order properly adopted. See, in this connection, the case of Eminent Household v. Thornton, supra. When the provisional organization and control of the order passed from the incorporators, as it did when they' met and accepted the charter and adopted a constitution and by-laws providing for the election of Eminent officers and of the Eminent Council, the Eminent Council became vested with all the power and authority that could be legally conferred upon them by the constitution and by-laws adopted. One of the original by-laws, after providing that the Eminent Household should have the chief legislative and judicial administration and control of the affairs of the order, and that its jurisdiction and powers should be supreme, declared that “said jurisdiction and powers shall be vested in the Eminent Council when the Eminent Household is not in session.” Another, after providing-how amendments could be made to the constitution and by-laws by certain bodies known- as Households, also provided that “Amendment of this constitution can also be made by the Eminent Council, or by two-thirds vote of the Eminent • Household.” The original constitution and by-laws were adopted immediately after the acceptance of the charter by the incorporators, who constituted the entire membership of the order at that time. Under the provisions of the original constitution and by-laws the Eminent Council was created and organized. In the election of the ritual officers, whose election has given rise to this action, the Eminent Council did nothing more than to fill offices which were expressly provided for in the original constitution. The evidence as to whether there was a necessity to fill these offices before the meeting of the Eminent Household was conflicting. But, even in the absence of evidence upon that question, it would seem that the Eminent Council, when we consider the broad powers conferred upon them by the constitution relative to the order, were in the exercise of d right plainly within the purview of the constitution which called them into being. But it is also insisted by the petitioners, who contest the right of [785] the Eminent Council to elect the ritual officers in question and to confer upon them the power to vote in the Eminent Household, that if there is provision made for this in the constitution and bylaws, such a provision is null and void as contrary to the policy of the law; because, under the law relative to fraternal beneficiary orders similar to this, the government should have a representa- ■ tive form; and that if these ritual officers and the other officers of the order are permitted to vote at the meeting of the Eminent Household, self-elected and self-selected officers will be in the majority and can control the action of the Eminent Household and override the will of the elected delegates; and that to carry out the provisions of the law relative to these fraternal beneficiary orders the control of the order should devolve upon the elected delegates solely, or at least that the Eminent Household should be so constituted that the elected delegates would be in the majority. In one or more of the States having laws relative to the formation and control of fraternal beneficiary societies the statutes do expressly make provision that the elected delegates to the supreme body of the order shall be in the majority. • Our statute on the subject does not contain this express provision, but defines a fraternal beneficiary, order to be “a corporation, society, or voluntary association which has no capital stock, . . and having a representative form of government and a lodge system,” etc. The act then provides: “ Such grand or supreme bodies may be composed of its officers, incorporators, representatives elected by local, district, or grand bodies, past officers, and standing committees. Such orders or associations may make a constitution, by-laws, rules and regulations consistent with the existing laws of the State, for the government of all under its authority, for the management of its properties and the due and orderly conduct of its affairs.” Acts 1900, p. 71. In view of the provision that the “supreme bodies” of these orders may be composed of its officers, past officers, and standing committees, as well as representatives elected by local bodies, and that such orders may make a constitution and by-laws consistent with the existing, laws of the State, for the government of the order, and that no limitation is put upon the number of officers or of the past officers and standing committees who may thus become members of the supreme legislative and judicial bodies within the order, we do not think, because the elected dele [786] gates to the Eminent Household are not equal in number to the number oí Eminent officers attending the meeting as constituent members, that such a body fails to conform to the provisions of the statute. Nor do we think that changes in the constitution and by-laws with reference to the constituent elements of the supreme legislative body of the order, such as the creation of ritual officers and giving to the officers a vote in the meetings of the supreme body, violate any of the stipulations in the policies of the members of the order or affect the vested interests of such policyholders. Judgment affirmed. All the Justices concur.