Appeal from decree of Court of Common Pleas, Civil Division, of Allegheny County, Jan. T., 1968, No. 2544, in case of Thomas McCaffrey, Jr., Graham McCargo, David McCargo, Maurice J. Arnd, Kenneth T. Paxton, George P. Rhodes, W. A. Turner, Walter Shaw, Jr., Bernard A. Woods, Jr., George Pfiel, Thomas Otto, and Samuel H. Miller v. Pittsburgh Athletic Association.
Gilbert E. Morcroft, for appellants.
Richard G. Kotarba, with him Howard I. Scott, and Meyer, Unkovic & Scott, for appellee.
Jones, C. J., Eagen, Roberts, Nix and Manderino, JJ. Opinion by Mr. Justice Eagen. Mr. Justice Manderino dissents. Mr. Justice O'Brien and Mr. Justice Pomeroy took no part in the consideration or decision of this case.
This appeal arises from a decree of the Court of Common Pleas of Allegheny County which denied equitable relief to appellants, all members of the Pittsburgh Athletic Association.
The gravamen of their complaint was that a certain bylaw purportedly passed at a meeting held November 14, 1967, which limited the transferability of certain membership certificates unlawfully deprived them of vested property rights.*fn1 Secondarily it was contended
that even if the questioned bylaw were found to be a proper exercise of corporate power, passage still had to be declared a nullity since the enactment did not receive the required two-thirds vote mandated in the bylaws.
After preliminary objections to this complaint were dismissed, the matter came on for trial before Silvestri, J., sitting as chancellor. At the completion of testimony the chancellor entered his adjudication and decree nisi dismissing the complaint. Exceptions were subsequently dismissed and a final decree was entered by the court en banc. This appeal was then filed.
Trial of the issue disclosed the following facts:
The Pittsburgh Athletic Association, a nonprofit membership corporation, was incorporated by decree of the Court of Common Pleas of Allegheny County on December 24, 1908, at No. 120 First Term, 1909. The Association's underlying purpose was and is the maintenance of a club for athletic exercises and social enjoyment.
Life membership was established under the original bylaws of the organization in 1908. Between the year of its establishment and 1923, some 164 original life memberships were sold by the Association, 122 of which are presently outstanding. Such membership called for an entrance fee of one thousand dollars.
The legend on the life membership certificate reads in pertinent part as follows:
"The membership hereby represented is perpetually exempt from dues and assessments but is subject to ...