Appeals, Nos. 98, 99, 100, 101, 102, 103, 104, 105, 106 and 107, March T., 1962, from decree of Court of Common Pleas of Westmoreland County, No. 3071, in equity, in case of Oliver K. Northwood, David Evans, James Murphy et al. v. The Byers-Tosh Social Club. Decree affirmed.
Henry E. Shaw, with him Scales and Shaw, for appellants.
Henry B. Waltz, Jr., with him James L. McWherter, for appellee.
Before Bell, C.j., Musmanno, Jones, Cohen, Eagen and O'brien, JJ.
OPINION BY MR. CHIEF JUSTICE BELL
Ten members of the Byers-Tosh Social Club, a nonprofit corporation, brought an action in equity against the club to restrain it from selling a portion of its real estate because the resolution authorizing the aisle was not validly adopted.
This appeal was taken from the final decree which dismissed Plaintiffs' Bill. The facts are not in dispute and the issue is solely a question of law.
The defendant is a social club with 382 voting members. A special meeting was called, upon proper notice, to vote upon a motion to sell a portion of its real estate. 93 members attended the meeting and 91 of them voted upon the motion. 52 members voted "Aye" and 39 members voted "Nay". The appellants contend that a majority of all of the members of the club, i.e., 192 are required to pass the motion.
The pertinent provision of the Nonprofit Corporation Law of May 5, 1933, P.L. 289, is Section 308 (15 PS § 2851-308). Prior to 1951, it read "... a nonprofit corporation shall not ... sell ... any real estate, unless and until a resolution authorizing the same shall have been approved by a majority of the members of the corporation at a regular or special meeting, duly convened upon proper notice of this purpose."
The Act of August 17, 1951, P.L. 1287, amended Section 308 by inserting the clause "who are present in person or by proxy and entitled to vote thereon." Section 308 as amended reads "... a nonprofit corporation shall not ... sell ... any real estate, unless and until a resolution authorizing the same shall have
been approved by a majority of the members of the corporation, who are present in person or by proxy and entitled to vote thereon, at a regular or special meeting, ...