Sowersby v. Royal League

Mr. Justice Baldwin delivered the opinion of the court. After a very careful examination of the question, we are of the opinion that the court below rightly sustained the plea, of ultra vires,—and that the League had no power to admit Sowersby to membership after he had passed the age of fifty-one years, and, accordingly, that the benefit certificate issued and sued upon is absolutely void. If we are right in holding that the corporation was without power to admit him to membership under the circumstances, it follows that the corporation could not, by accepting payments of assessments from him or otherwise, waive the age limit, nor be estopped to insist upon it as a defense in this case. While it is true that the general law of 1872, relating to corporations, provided, among other things, that the corporations so formed should have the power to make by-laws, prescribing the qualifications of members thereof, we regard it as clear that the Boyal League having filed a certificate setting forth both the business and objects for which it is formed, and in which it is specified that “the object for which it was formed is to manage, direct and control the affairs of a secret benevolent League for the purpose of assisting its members fraternally, who are physically, morally and socially acceptable, and who are white men between the ages of twenty-one and fifty-one years at the time of -becoming members thereof,” constituted a valid and definite limitation upon the power of the League to admit persons to membership, and none could be admitted who did not come within the description of being “white men within the ages of twenty-one and fifty-one years at the time of becoming members thereof.” The Boyal League was required by statute to state the purpose for which it was organized, and it did state the purpose to assist persons who were “white men between the ages of twenty-one and fifty-one years at the time of becoming members thereof.” It was, therefore, thus organized for that purpose, and the plea of ultra vires in this case was fully sustained by the facts, and. constituted a valid defense. Counsel for appellant suggests that, under the law of 1872, the qualifications of members were to be determined by the by-laws to be made by the corporation. It is true that the corporation might properly adopt by-laws, describing the qualifications of its members,—which must, however, include only such persons as are included in the certificate stating the business and objects for which it is formed, and who are “white persons between twenty-one and fifty-one years of age.” In other words, the certificate of incorporation, upon being properly executed and filed, constitutes the charter of the company. It necessarily and conclusively states the business and objects for which the corporation is formed, and, while within the limitations of this statement of its business and objects, the corporation may make by-laws and, among other things, provide for the qualifications of members thereof, yet such qualifications must be restricted to the persons who are included and within the stated business and objects of the charter. The judgment of the court below is affirmed. Affirmed.