Appeal from decree of Court of Common Pleas of Delaware County, No. 12102 of 1971, in case of Paul C. Baldwin, James A. Cochrane, Russell B. Jones, Harry B. Hanford, and Richard Borden on behalf of themselves and the members of Rose Tree Fox Hunting Club who were active on December 16, 1963, and who have remained so thereafter, plus the heirs of such plaintiffs dying since that date v. Rose Tree Fox Hunting Club, a corporation, Dr. Frank M. Weaver, Horace E. Smith and John O. Schmidt.
Robert B. Ely, III, for appellants.
Patrick T. Ryan, with him Stewart Dalzell, for appellees.
Jones, C. J., Eagen, O'Brien, Roberts, Pomeroy, Nix and Manderino, JJ. Opinion by Mr. Justice Roberts.
This is an appeal from an order of the Common Pleas Court of Delaware County sustaining appellees' preliminary objections and dismissing appellants' complaint in equity. Appellants are active members of the Rose Tree Fox Hunting Club as of December 16, 1963, who have continued their membership in good standing, plus the heirs of those members who have died since December 16, 1963. Appellees are Rose Tree Fox Hunting Club and its present officers.
In 1963 appellants, then the only members of Rose Tree, were faced with the prospect of losing their club's land in Delaware County through condemnation because of increasing urbanization in that County and the need for additional public recreation facilities. At a special meeting on December 16, 1963, called to discuss the future of the club, the membership passed several
Resolutions three of which are relevant to this litigation.*fn1 Those Resolutions were:
"3. Resolved That the net proceeds of the sale [of the club's land, etc., in Delaware County] be placed in escrow with a corporate fiduciary and invested for a period of three years in trust for the active members and their heirs as set forth in paragraph #4. During these three years the income from these investments be used by the Club to promote present Club activities within our territories assigned by the Masters of Fox Hounds Association of America, which includes York County where Rose Tree has carried on fox hunting on a profitable basis for the past five years.
"4. Resolved That at the conclusion of this three-year period, Active Members in good standing as of December 16, 1963, and who continue to maintain their membership in good standing, shall have the option of withdrawing their pro rata equity of the net proceeds of the sale of the land and improvements. At the conclusion of this three-year period, the heirs of a deceased Active Member as of December 16, 1963, shall receive the late member's pro rata equity, less obligations to the Club, including dues to the end of the three-year period.
"7. Resolved That future members joining the Club after December 16, 1963 shall not have any vested interest in the land and improvements, or the proceeds therefrom, presently owned by the Rose Tree Fox Hunting Club." At this meeting 35 of the club's total membership of 48 members were present. Resolutions 4 ...