Appeals, No. 458 and 459, Oct. T., 1959, from decree of Court of Common Pleas of Montgomery County, Feb. T., 1956, No. 11, in equity, in cases of Grand Lodge of Independent Order of Odd Fellows of Pennsylvania et al. v. Howard L. Baker et al., and Same v. Odd Fellows Hall Association of Center Square et al. Decree reversed.
Henry Thomas Dolan, with him Theodore B. Smith, Jr., and Henry Stuckert Miller, for appellant.
Thomas M. Garrity, with him Kiefer N. Gerstley, for appellees.
Before Hirt, Gunther, Woodside, Ervin, and Watkins, JJ. (rhodes, P.j., and Wright, J., absent).
[ 192 Pa. Super. Page 16]
The controversy in this proceeding is over the distribution of the property of Odd Fellows Hall Association of Center Square (Hall Association), a corporation formed by special act of April 21, 1852, P.L. 391. Section 5 of that act provided: "That the object of said association shall be to provide, erect, and furnish a hall or suitable building or buildings at or near Center Square, in Whitpain Township, in the County of Montgomery, for the accommodation of various lodges and encampments of the Independent Order of Odd Fellows, and for other purposes." Plaintiff,
[ 192 Pa. Super. Page 17]
Grand Lodge of Independent Order of Odd Fellows of Pennsylvania (Grand Lodge), is an unincorporated association which was created by charter granted May 1, 1827, by the Sovereign Grand Lodge of the Independent Order of Odd Fellows of the United States. By said charter it was vested with exclusive power and authority within the Commonwealth of Pennsylvania to grant charters to subordinate lodges and other organizations of the Order for the propagation of the established principles of the Order, to reclaim the same and dissolve such lodges, to make such laws and regulations for the government and management of such subordinate lodges and other organizations in conformity with the general laws and regulations of the Sovereign Grand Lodge and generally to have and to exercise full power and authority to enforce upon such subordinate lodges and members thereof a strict adherence to such laws and regulations. Plaintiff is composed of one accredited representative from each subordinate lodge within the Commonwealth in good standing and certain other officers. In 1846 plaintiff granted a charter creating a subordinate lodge of the Order at Center Square, Pennsylvania, known as Center Square Lodge No. 204. From its inception until its termination this lodge was an unincorporated association. The charter of Lodge No. 204 granted by plaintiff recites that the lodge is formed "for the encouragement and support of brothers of the order when in sickness, distress or on travel, and for the purposes of benevolence and charity." On April 13, 1867 Hall Association acquired title to certain real estate in Center Square, Whitpain Township, Montgomery County, which it improved by erecting thereon a large hall building. The first and second floors of the building were improved as apartments and leased to tenants. The third floor of the building consisted of the lodge hall which was used by Lodge No. 204 regularly until
[ 192 Pa. Super. Page 18]
it ceased to exist. The lodge hall was rented to other organizations for their meetings somewhat frequently in the early 1900's but with decreasing regularity since 1927. Since 1930 such use by other organizations has been limited to two meetings by one organization. Until 1927 the defendant, Lodge No. 204, and Hall Association maintained a common treasury and in the financial reports made by the local lodge to the Grand Lodge there were included among its receipts rentals received from the apartments and there were included among disbursements the expenses of operating the building. Thereafter, through and including 1953, the financial records of the Lodge and of the Association were kept separately. None of the annual reports by Lodge No. 204 to the Grand Lodge show any amount in the line marked "Assets Invested in Hall Property." Lodge No. 204 never paid regular rent to the Association. Lodge records show only two payments so identified, one of $100.00 on April 3, 1928 and one of $140.00 on April 2, 1929. On June 12, 1947 plaintiff adopted a constitution providing, inter alia, as follows: "ARTICLE IX... Sec. 3.... b. Lodge Funds are trust funds and must be collected and disbursed in accordance with the provisions of the General Law of the Order and the Constitution and By-Laws of the Lodge. They cannot be divided among the members. Should a subordinate or Rebekah lodge dissolve or surrender its Charter, or the lodge be dissolved by the Grand Lodge or the Board of Grand Officers, its Charter be revoked or reclaimed by the Grand Master, such lodge shall be defunct and all the funds... and other property of the Lodge and Real Estate under Charter shall revert to and become the property of this Grand Lodge, in accordance with the General Laws of the Order and the Act of Assembly of June 20, 1883, P.L. 132; and such funds derived therefrom shall become a part of the Defunct Lodge Fund and be used as provided for in Article XIII of
[ 192 Pa. Super. Page 19]
this Constitution.... ARTICLE XIII DEFUNCT LODGE FUNDS All funds and other property received by the Grand Lodge from a subordinate lodge... which has been dissolved or declared to be defunct and also all amounts received from the sale of the assets or effects including its Real Estate thereof shall remain impressed with the trust originally imposed upon it when such trust was created; i.e., that it is to be administered for the benefit of all members of the Order in good standing who are members of the 'Grand Jurisdictional Lodge Fund.'... to be used for the purpose of paying sick, disability, and funeral benefits to the beneficiaries in said ...