Brandenburger v. Jefferson Club Ass'n

GOODE, J. There are rights and privileges incident to membership in an organization like the respondent club, independent of any property Interests which, if not valuable, are prized as desirable, and the esteem in which they are held is likely to wax instead of wane, because the trend of social forces bids fair to continue towards association in habits and efforts. The growth of urban populations, enlarged means of intercourse, wide diffusion of knowledge with an attendant broadening of popular interests, extension of political power among the masses and other tendencies of the age, have rapidly multiplied societies formed for the prosecution of various purposes, religious, ethical, political, commercial and social. The law has not lingered; along with the phase of contemporary life has gone a development of the rules needed to appropriately regulate these corporations, which have characteristics of their own and call for an application of legal principles unlike that made to companies created for gainful purposes. The store set by the privileges of membership is proven by the number of cases in which their protection by the courts has been invoked,' resulting in the status of such societies and in the sphere in which they are self-governing and beyond which their acts are reviewable, being well defined. Regarded from a legal standpoint, they resemble more the old English proprietary clubs or voluntary societies than anything else. Many of the eases liken them to benefit companies, but it is believed there is a growing disposition in the courts to distinguish between the two. This would be more logical, for — 159 — they are certainly radically distinct in both nature and purpose, the main object of one being pecuniary relief and of the other, either pleasure, improvement, advantages or influence by co-operation. These ends have colored and moulded the law relating to them. It is obvious, success in attaining them depends largely on unity of purpose and harmony of feeling among the constituency. Such an institution is unusually disturbed by perverse, uncongenial members, who are out of sympathy with the tone and purpose of the organization. It is, therefore, acknowledged that wide power in admitting, rejecting or suspending members must be allowed them. Nor does this power, as appellant argues, tend to the abridgement of individual liberty of speech or action, which the law always sedulously endeavors to preserve. It recognizes, however, the fact that associations as well as individuals have rights, that associated as well as individual effort is useful, and that discordant elements disrupt societies and hinder their effective working. Any citizen, with views at all reasonable, can readily find others of his turn of mind, willing to act or assemble with him. It is, therefore, improper and> unnecessary for him to remain in a body whose principles, or methods he feels bound by his conscience to oppose. Nor ought a society to retain a person who refuses to conform to its rules, to assist in accomplishing its objects, or makes himself obnoxious to the majority. These views are maintained and enforced by the authorities, which have settled the rules applicable to this case. It may be said, generally, that the disciplinary power of a corporation of the class to which the Jefferson Olub belongs, over its members, and its' rights to try, suspend and expel them for alleged delinquencies, is not interfered with by the courts except when abused. If a fair mode of trial is provided, with due notice to the accused, an opportunity to defend himself — 160 — and a decision rendered in good faith, not from caprice or ill-will, the civil courts will not supersede it. It has been often doubted indeed, whether jurisdiction will be entertained at all, unless a property right is involved, and there are many decisions that it will not be. These were mostly in cases where the association was purely voluntary, not incorporated. The admissions in the pleadings, perhaps, show a sufficient property right in the relator to give him a standing in the courts. But we need not pause to ascertain the correct rule on the subject independent of an express enactment, for the statute under which the respondent club was created, and by which it acquired its franchises, provides for the adoption of by-laws regulating expulsion, and says members may be expelled if “guilty of an offense which affects the interests and good government of a corporation, or is indictable by the laws of the land.” It is the duty of the courts to see that statutes are obeyed, and as such clubs must be organized in this State pursuant to that statute, alleged infractions of it are matters of judicial cognizance. The by-law of the respondent club is substantially in harmony with the statutory provision. It authorizes the expulsion of a member for any act “which tends unqualifiedly! to lower the reputation of the association, to retard its progress or to defeat its ends.” This is nearly equivalent to saying, “any acts which affect the interests and good government of the corporation.” We hold, then, that there is no conflict between the by-law in question and the laws of the State. ,, Do the offenses with which the relator was charged fall within the statute or the by-law? In other words, did they affect “the interests and good government of the corporation,” or “tend unqualifiedly to lower the reputation of the association, retard its progress or defeat its ends ?” We may leave out of view, in answering this question, the threat of the appellant that he would not support the nominations made by the — 161 — Democratic party for municipal offices at the election then ensuing, unless the platform suited him; because the threat may have been an idle one, or the relator on further reflection, might have decided differently. At all events, we deem the remark of too light a nature to justify his expulsion. But it appears that the relator, at a meeting of a rivals political club, organized with reference to the coming municb. pal election, had declared he was a member of the Jefferson Club and had been on its board of directors for more than three years, and its treasurer. He used these remarks prefatory to the further statements that nothing could be hoped for from men high up in political parties; that it was laughable to hear them talk — he had sat in their councils and ought to know. It further appears that when called to account by the directory for his conduct and talk, the appellant declared he would resign from the hoard of directors if he did not fear his resignation would injure another political organization. His resignation was desired, because, it was thought his position was inconsistent by reason of his connection with the Bowman Hall club. The appellant, however, said he could not consistently resign, for it might he construed so that it would injrrre the movement he had undertaken with, the rest at Bowman Hall. All these utterances may have been patriotically made by the relator and for that matter, may have been wise. On account of the consideration with which he was treated during his trial by the directors, we must believe they esteemed him a sincere man. But it is palpable his remarks might effect detrimentally the interests or good government of the Jefferson Club, tend to retard its progress and defeat its ends. We can not hold one is a good member of an association whose purpose in remaining in it or in exercising official duty is to aid a rival organization — a group with which he is more in accord. Such behavior — 162 — strikes at the heart of discipline, effective government, and the club’s welfare. The charges made against the appellant are, therefore, such as were sufficient in law to justify his expulsion. They were fundamentally inconsistent with the duties as a ¡member. We think considerable discretion should be allowed a society in determining what is mischievous conduct on the'part of a member. This does not mean that they may arbitrarily denounce innocent acts or words as culpable. Peason and good faith must rule their judgments; but this ought not to be too narrowly scrutinized, because the majority can better determine, ordinarily, what is hurtful than any one outside. While one purpose of this organization was strictly political, it had others — recreation, amusement, reading and agreeable social intercourse. Assertions calculated to provoke ill-will and engender animosity, as were some of those made by the relator, might very seriously mar the influence of the institution. In Littleton v. Blackburn, 45 L. J. (N. S.), 19, the court refused to interfere where the member had written a discourteous letter criticising the management, and was expelled under a power to expel “for conduct injurious to the character and interests of 'the club.” So where the complainant had written an article reflecting on a fellow member. Dawkins v. Antrobus, 17 L. R. Chd. 615. So where a member had said a committee was a packed borough and could pass such by-laws as it pleased. Lambert v. Addison, 46 L. T. (N. S.), 20. And where one who belonged to a conservative club had pledged himself to vote for three liberal candidates. Hopkinson v. Marquis of Exeter, L. R. 5 Eq. 63. And where a member had been expelled for using insulting language to another member in the clubhouse. Commonwealth ex rel. v. Union League, 135 Pa. St. 301. The case last cited is a valuable authority, for the organization was in all material respects similar to the Jefferson Club, being partly political and partly — 163 — social in its objects. In each of tbe cases, tbe court was unable to say that the proceedings against the accused were unwarranted or the decision influenced by wrong motives. A careful reading of the record has convinced us that the directors of the Jefferson Club, far from being moved by malice or sinister purposes in their treatment of the appellant, cherished kindly feelings toward him and were anxious for him to offer any evidence or explanation that would exculpate him. He was importuned, over and over again, to make a statement in his own behalf, but steadily and obstinately refused to utter a word in addition to his protest against the jurisdiction of either the board or the club itself. Neither during his trial in the order nor in the circuit court was any proof adduced tending to support the allegations of the petition and alternative writ, of malice and unworthy motives on the part of the respondents. We can not take statements in pleadings for facts nor does it indicate a proper spirit to make such harsh charges without at least attempting to prove them. Much is said in the petition about the intentions of certain officers of the Jefferson Club to convert it into a political machine; nothing of the kind was proven. Much is also said about its spirit and tendency being subversive of the teaching of Thomas Jefferson. No court would assume ex cathedra to pronounce what the teachings of Jefferson or any other sage really were, or whether any society was upholding them or not. In a general way, it would perhaps be conceded by every one, that Jefferson’s doctrines look towards popular instead of class rule, and political equality instead of prerogative or privilege. Many secular organizations doubtless lay claim to faith in those doctrines, although they are opposed to each other, as many religious sects lay claim to sacred oracles. There may be truth in all such claims. It suffices to say, that as long as the majortiy of an organization, like the respondent club, — 164 — is satisfied with its spirit and acts, whether that spirit or those acts are in fact in keeping with its professions or not, courts will not listen to complaints from members. Such a course would be an insupportable meddling with private rights. We come next to inquire whether there wás jurisdiction by the board of directors, and whether the proceedings were regular. The power to try and expel is vested either in such associations at large, or in some committee to which it has been delegated. The by-laws of the Jefferson Club committed that unpleasant duty to the board of directors. Such provisions are valid. This precise point was determined in a case where the legality of expulsion was challenged solely on the ground that jurisdiction must be exercised by the entire membership to whom the statute had confided it, it being in the nature of a trust and not to be delegated to a minority. The trial there, as here, was by the board of directors. Pitcher v. Board of Trade, 22 Ill. App. 319; see also People v. Board of Trade, 80 Ill. 104; Black & White Smith Co. v. Vandyke, 2 Whart. 309; Commonwealth v. Union League, 35 Pa. St. 301; Husey v. Gallagher, 61 Ga. 86; People v. Commercial Ass’n, 18 Abb. Pr. 271; White v. Brunnell, 2 Daly, 329; People v. Board of Trade, 45 Ill. 112; Green v. A. M. E. Soc., 1 S. & R. 254. The relator contends, however, that inasmuch as he was treasurer of the club and ex officio member of the board, and as such was only removable from the office at a meeting of the association by a two-thirds vote, he was not amenable to the hoard of directors. The provision for removing officers was simply a by-law adopted by the same anthority, to-wit, by the association itself, which adopted the by-law providing how members might be tried and expelled. One of these by-laws has no higher sanction nor dignity than the other. They relate to entirely distinct matters. 'We can not say one is valid and the other void. It is apparent that nobody could properly remove — 165 — officials from their offices for wrongful acts therein, except the association which elected them; otherwise the directors might be trying each other for misfeasance as directors. There was no inconsistency in providing that any member might be removed from the club by the board of directors and providing also that any officer could be-removed from office only by the membership. Nor does the fact that the accused might happen to be an officer, give him any greater rights or higher standing than any other member enjoyed. If an officer could not be expelled by a vote of the board of directors, there was no mode provided by which he could be. There is no doubt, then, that the board were the persons to exercise jurisdiction in this case, and they exercised it properly. The charges were served on the relator, he was given ample notice of when they would be heard, was. present in person and by his counsel, was afforded full opportunity to make his defense, and was formally and apparently conscientiously tried. One director, who was a witness, declined to take part in the decision. Proceedings in cases of this kind need not be technically regular. Albers v. Merchants Ex., 39 Mo. App. 583; Commonwealth v. Union League, 135 Pa. St. loc. cit. 131; Dawkins v. Antrobus, 17 L. R. Ch. D., supra. But so far as we can discover they were, in the trial of the relator. The courts simply inquire whether the corporate authorities have acted' within their powers, after giving the accused reasonable notice, and whether they have exercised their powers fairly and in good faith. Beyond these limits they do not take cognizance. Albers v. Merchants Ex., supra; State ex rel. v. Grand Lodge, 8 Mo. App. 148; State ex rel. v. Farris, 45 Mo. 147; Lloyd v. Loaring, 6 Ves. 773; Dawkins v. Antrobus, supra; Commonwealth v. Ben. Soc., 8 Watts. & S. 247; Hopkinson v. Marquis of Exeter, L. R. 5 Eq. 63. Corporate judicatures are not permitted to stigmatize a citizen, bring him into disrepute, or — 166 — wantonly humiliate him by malicious proceedings, nor are they allowed to ignore the fundamental right to notice and a hearing. Mulroy v. Knights of Honor, 28 Mo. App. 463; Farmer v. B. of T., 78 Mo. App. 557; Labouchere v. Earl of Wharncliffe, L. R. Ch. D. 346; Connelly v. Masonic Ass’n, 58 Conn. 552. The requirement most stringently insisted upon, especially when a property right is at stake, is reasonable notice to the accused member. Loubat v. LeRoy, 40 Hun. 546; Dawkins v. Antrobus, supra; Labouchere v. Earl of Wharncliffe, L. R. Ch. T. 346; Com. v. German Soc., 15 Pa. St. 251; People v. Ins. Co., 44 How. Pr. 468; Koehler v. Mech. Aid. Soc., 22 Mich. 87; Mid. Soc. v. Weatherly, 75 Ala. 248. All these rights of the appellant were carefully respected by the board of directors in the disposition of the charges against him. That being true, and the offenses being such as by statute he could be deprived of membership for, the civil courts are powerless, under the well-established doctrine of the law, to reinstate him. State ex rel. v. Farris, 45 Mo. 197; Albers v. Merchants Ex., supra; Schmidt v. Lincoln Lodge, 84 Ky. 490; State ex rel. v. Lodge, 8 Mo. App. 148; Slater v. Supreme Lodge, 76 Mo. App. 387; Lysaght v. Stonemasons’ Ass’n, 55 Mo. 538; Stock Ass’n v. West, 76 Texas, 461; Manning v. San Antonio Club, 63 Texas 166; B. & W. Smith Co. v. Vandyke, 2 Whart, supra; Commonwealth v. Union League, supra; Commonwealth v. Ben. Soc., 8 Watts & S. 247; Connelly v. Mason Ass’n, 58 Conn. 552; People v. B. of T., 80 Ill. 134; White v. Brunnell, 3 Abb. Pr. (N. S.) 318. But there is another reason why the writ must fail. The section of the by-laws of the respondent club which provides for the trial of an offending member by the board of directors, provides also for an appeal from their decision. The convicted defendant may request the president of the association to refer the charges against him to the whole association and if three or — 167 — more members of the board of directors join in such request in writing the matter is tried ele novo by the club. Not only did the relator fail to avail himself of this further remedy, but it wras testified by his counsel at the trial in the circuit court that he made no endeavor to do so, further than to request the president to refer it. He did not try to comply with the by-law by procuring the signatures of three members of the board to his request. While, perhaps, if he had made this attempt and failed he would not have been debarred from further relief thereby, he was certainly debarred by the fact that he did not make an attempt. He stood, from the first to the last, on the supposed want of jurisdiction in the board- — indeed the protest he lodged, challenged likewise the jurisdiction of the club itself. This appeal from one tribunal of the corporation to another need not be taken when the proceedings exceed the jurisdiction and are therefore totally void; but must be taken when they are within it and prima facie valid. We believe the authorities are unanimous in holding remedies within the corporation must be exhausted before recourse can be had to the civil courts. Mulroy v. K. of H., 28 Mo. App. 463; Karcher v. K. of H., 137 Mass. 368; Chamberlain v. Lincoln Lodge, 86 Ill. 598; People v. B. of T., 80 Ill. 134; Laford v. Beans, 81 N. Y. 507; Swaine v. Miller, 72 Mo. App. 446. The courts will not act as appellate tribunals in such controversies. Baird v. Wells, 31 Am. and Eng. Corp. Cas.; Fischer v. Keane, 11 Ch. D. 353. It follows from the foregoing considerations that the circuit court did not err in refusing the peremptory writ of mandamus as prayed by-the relator. The judgment is affirmed. All concur. Judge Bond in the result only.