In re Grand Lodge of Ancient Order of United Workmen

Mr. Justice Sterrett delivered the opinion of the court November 9th, 1885. This case assumed a much wider range on the argument than we are permitted to take in disposing of it. The certiorari brings up for review nothing except the record proper, [619] which consists of the petition presented by “ The Grand Lodge of the Ancient Order of United Workmen of Pennsylvania,” praying for the approval of certain alterations and amendments of its charter, the objections filed thereto, and the orders of court made in the premises. Our inquiry is necessarily restricted to what appears on the face of these recorded proceedings ; and that too for the purpose of passing upon their regularity, and ascertaining whether the discretion with which the court below is clothed, in such cases, has been properly exercised: In re Application, etc., 11 Out., 543; Vaux’s Appeal, 13 Out., 497. In the latter it is said, “in such cases no appeal lies, the whole matter being committed to the sound legal discretion of the judge below. If such discretion is abused, not otherwise, this court can review on certiorari.” Among other things, the petition represents that the Grand Lodge was duly incorporated in 1871, by an Act of the General Assembly, a copy of which is annexed to and made part of the petition. It was necessary thus to exhibit the charter that the court might be informed as to the objects of the corporation, the powers with which it was originally invested, and the changes proposed. As expressed in the Act, the objects are, “ to improve the moral, mental and social condition of the members of the lodges under its jurisdiction, and to prevent strikes among all classes by exhausting all honorable means in its power for such an end.” The principal powers of the corporation are “ to institute such subordinate lodges as it may see fit, under such rules, by-laws and regulations ” as it may establish; “ to create, hold and disburse a beneficiary fund, for the relief of the members and their families of the lodges established by the corporation, under such regulations as may be adopted by the corporation ; provided that such fund shall at no time exceed five thousand dollars.” It will be observed that, under the original charter, subordinate lodges are organized “ under such rules, bydaws and regulations as the corporation may establish.” The proposed amendment provides for organizing same lodges “under such rules, by-laws and regulations as the Supreme Lodge of the Ancient Order of United Workmen and the said Grand Lodge may make and enact,” etc. In like manner it is proposed to change the fourth section, which empowers the corporation “ to create, hold and disburse a beneficiary fond,” etc., so that it will read as follows: “It shall be lawful for the corporation in furtherance of the objects of its formation, as a fraternal beneficial society, to create, hold and disburse a beneficiary relief or other fund for the benefit of the members and families of members of the subordinate lodges of the Ancient Order of United Workmen, established under the rules and regulations [620] of the said Supreme Lodge and the Grand Lodge ; provided that no more than five thousand dollars shall be paid to any one member or his family.” We naturally inquire, what is the “Supreme, Lodge” that is thus introduced into the proposed amendments, and invested with power to at least participate in making rules, by-laws and regulations for the government of a Pennsylvania corporation and its subordinate lodges ? Is it an incorporated or unincorporated-association? If the former, when and where was it incorporated, and what are its powers ? If the latter, who compose the association, and where is it located ? Neither the petition, nor anything else on the record, furnishes an answer to any of these inquiries. If the “Supreme Lodge ” is a foreign corporation, that is, a corporation not created by the laws of -this.- state, or an unincorporated association of individuals located outside the state, it will scarcely be claimed that the court below, in the exercise of a sound legal discretion, could approve the proposed amendments by which the Grand Lodge and subordinate lodges established by it, in this state, might in-any degree be subjected-to' the- control of such foreign corporation or association. In the absence of any information on the subject, the court had no right to infer that the Supreme Lodge was a Pennsylvania corporation. There is nothing on the record to warrant any such inference. An application to alter or amend a charter is one of those proceedings in which nothing should be left to inference or conjecture. All the facts necessary to enable the court to act understanding^ should be embodied in the application or petition. If the petitioner had taken the same pains to set forth the charter or articles óf association of the Supreme Lodge as it did to exhibit its own charter, the fact, perhaps, would have been apparent that the Supreme Lodge is a foreign corporation or association, and that the- court was asked to do what the legislature never intended. The granting of corporate franchises is a sovereign act; and, so far as the power has been delegated to the courts, it should never be exercised in a perfunctory manner, nor until all the facts, necessary to a full understanding of the application in all its bearings, are dul ypresented. In the preamble to the original charter it is recited that “ certain persons, citizens of Pennsylvania, Ohio and New York, are desirous of forming a corporation to promote and advance scientific and mechanical pursuits in said states.” The object of this recital was, doubtless, to limit the corporation in its operation to the three states named. In the proposed amendment the words, “and elsewhere,” are added immediately after the word “ states,” thus entirely removing [621] the limitation and giving a world-wide field of operations to the corporation. If the public interest and the interests of the membership of subordinate lodges are to be consulted, the proposed amendment is one of more than doubtful propriety, if not also beyond trie power of the court to approve. Other reasons have been strongly urged against the decree, but it is unnecessary to notice them. Enough has been said to show that it should not have been made. We have no doubt as to the standing of the exceptants in the court below. As members of a subordinate lodge of the Ancient Order of United Workmen, liable to be affected by the proposed changes, they were entitled to be heard, and it does not appear that their right was even questioned in the court below. The writ sued out by “Thomas Gr. Sample on his own behalf and as agent for other exceptants,” was quite sufficient to remove the record into this court for review. Decree reversed and petition dismissed, and it is ordered that the costs, including the costs of this writ, be paid by the petitioner.