Appeal from the Order of the Court of Common Pleas of Carbon County in case of David Gladis, Florence Hess, Leota M. Roberts, Kathryn Ruch, Scott H. Shappel, Cornelia Shiner and Lloyd C. Shollenberger v. Weona Camp, Inc., Frank B. Fox, Norton R. Keyser, Harold H. Moll and Lloyd Schmoyer, Jr., No. 80-170.
E. Drummond King, King, McCardle & Herman, for appellants.
Roger N. Nanovic, II, for appellees.
Judges Blatt, Craig and Doyle, sitting as a panel of three. Opinion by Judge Blatt.
[ 72 Pa. Commw. Page 319]
Weona Camp, Inc. (camp) appeals here an order of the Court of Common Pleas of Carbon County which adjudged certain by-laws of the corporation null and void.*fn1
The camp is a private fraternal hunting club, registered in this Commonwealth as a non-profit corporation. Its primary asset is a 30-acre tract of real estate situated in Carbon County. One by-law, the validity of which is not in question, provides that whenever only five of the original 11 members remain alive, "the Weona Camp, Inc. must be sold and divided equally among the (5) living members and the (6) heirs of the deceased members." The condition precedent for the operation of the by-law (death of at least six original members) occurred, and an attempt was made to
[ 72 Pa. Commw. Page 320]
change the camp's by-laws at a special meeting on July 15, 1979 and thereby obviate the need for sale. The appellees, who are heirs of the deceased members, refused to vote on the proposed new by-laws and walked out of the meeting that day as well as at a second meeting held on October 7, 1979.
The camp contends that, because a majority*fn2 of the members voted in favor of the proposed new by-laws, these should be given effect. The appellees, on the other hand, argue that the original by-laws required unanimity for a change of this dimension, and they point out that the preamble to the original 1960 by-laws reads:
Now therefore this agreement entered into this day of 1960.
#1 Each member does hereby pledge himself to live up to all the following by-laws of Weona Camp Inc. and that this agreement shall remain in force and effect until cancelled by mutual consent of all parties hereto. (Emphasis added.)*fn3
In interpreting this provision, we must be guided by the principles of the law of corporations, and it is clear that a by-law acts as a contract among the members. See Hornsby v. Lohmeyer, 364 Pa. 271, 72 A.2d 294 (1950). As such, its terms must be construed as we would construe a contract. See Constructors' Association of Western Pennsylvania v. Furman, 165 Pa. Superior Ct. 248, 67 A.2d 590 (1949). And words in ...