Appeal, No. 251, April T., 1954, from decree of Court of Common Pleas of Washington County, in Equity, No. 5137, in case of James W. Stewart, Jr., et al. v. Monongahela Valley Country Club et al. Decree affirmed.
Paul N. Barna, for appellants.
Thomas L. Anderson, for appellees.
Before Rhodes, P.j., Hirt, Ross, Gunther, Wright, Woodside and Ervin, JJ.
[ 177 Pa. Super. Page 633]
Certain individuals filed a complaint in equity against the Monongahela Valley Country Club, a nonprofit corporation, its directors and officers. The individuals, described in the complaint as "members in good standing" of the club, requested the court to restrain the club, its directors or officers from "calling any meeting for the election of directors, amendments of by-laws or transacting business" unless plaintiffs and other persons "similarly situated and affected" were "given the right to vote and participate therein". Further, plaintiff sought an order directing the defendants to "call a meeting of all the members... for the election of directors, amendments of the by-laws and transaction of general business of the corporation".
The defendants filed preliminary objections in the nature of a demurrer, the court below entered a decree sustaining the preliminary objections and dismissing the complaint, and plaintiffs have appealed to this Court.
The Monongahela Valley Country Club is a nonprofit corporation formed prior to the enactment of the Nonprofit Corporation Law (Act of May 5, 1933, P.L. 289, 15 PS sec. 2851-1 et seq.). The club was incorporated by the Court of Common Pleas of Washington County on December 15, 1919. Its purpose, according
[ 177 Pa. Super. Page 634]
to the articles of incorporation, is "the maintenance of a club for social enjoyment by the acquiring and maintaining of a clubhouse and grounds for social gatherings and playing of athletic games and sports".
The by-laws of the corporation, as pleaded by the plaintiffs, provide for two classes of membership: "(a) Active Members - being persons who have been duly elected to membership and who own at least one share of the capital stock; and (b) Non-Resident Members - being persons who have been duly elected to membership residing not less than fifteen miles from the club house and which own at least one share of stock or pay an initiation fee in the sum of $50.00". The by-laws provide further, according to the complaint, that "only active members shall be entitled to hold office or vote at the meeting of the club, or have any right, title or interest in the property of the club". (Italics supplied.)
Plaintiffs admit they do not hold stock in the corporation and, thus, are not "active members" of the club as defined by the by-laws. They contend, however, that "the by-laws requiring ownership of stock as a condition precedent (to the right to vote and participate in management) have been waived by the corporation, the directors and the officers since about 1926". Further, plaintiffs contend, the "provisions in the by-laws, that only ...