Louchheim v. Richmond Mutual Building & Loan Ass'n

Opinion by Beaver, J., The plaintiff’s statement sets forth a claim for $421.87, with interest from July 9, 1900, the withdrawal value of five shares of the capital stock of the defendant association which had been purchased from and purchase money paid to Benjamin F. Houseman, defendant’s secretary, by the plaintiff, the withdrawal value of the shares being fixed by the provisions of the by-laws of the defendant association fully set out in the statement. The defendant admits that B. F. Houseman was its secretary at the time the money was paid ; avers further “ that the said association does not sell stock in the manner stated in the plaintiff’s statement but only sells stock in the current series, and never sells any stock which is more than six months old.” It further avers that, under the provisions of the by-laws of the association, the payment to the secretary having been made, as the affidavit alleges, at a time other than at a meeting of the board of directors and at a place other than the office of the association, was not a good payment to the association and that it is, therefore, not liable. It will be observed that- the affidavit does not aver that the sale was not made at the time, as alleged by the plaintiff, nor that the said sale was not’ good at that time. The allegation of the defendant as to sales is in the present tense, and does not cover the sale alleged in the defendant’s statement. The clauses of the by-laws under which the defendant seeks to avoid the liability of the secretary are these: Paragraph 2 of section 6: “ Stated monthly meetings of the board of directors shall be held on the second Monday of each month, at [36] such hour and such place as the board of directors may designate, for the purpose of receiving from the stockholders the money due the association.” Paragraph 6, section 5, provides: “ The secretary shall attend at all meetings of the board of directors .... and shall keep full minutes of the proceedings. He shall receive all moneys due the association and pay the same to the treasurer as soon as he has made a record of the same.” Clearly these paragraphs do not prevent the payment of money at any other time than at the time of the regular meetings, nor does the latter limit the secretary to the receipt of money at such meetings in the office of the association. It gives general authority to the secretary to receive, and the receipt by him at any time and place undoubtedly bound the company. This is the plain interpretation of these sections, and there is nothing in the affidavit which alleges a custom known to the plaintiff which would limit the authority of the secretary as claimed. If authority were needed for this conclusion it may be found in Schutte v. California Premium B. & L. Assn., 146 Pa. 324, where, under somewhat similar by-laws, it was said: “ There is nothing in either constitution or by-laws which limits payments to the time of the meetings. The language quoted from the constitution merely fixes the amount of the dues and when payable. If paid before the meeting to the secretary, or after the meeting and accepted by him, it is a good payment. There is no provision that the secretary shall receive moneys only at a regular meeting in the presence of the members.” The court below was clearly right in entering judgment for want of a sufficient affidavit of defense. Judgment affirmed.