Northern Chester County Sportsmen's Club v. J. Muller -- Appeal of: J. Muller
1933 C.D. 2016
| Pa. Commw. Ct. | Nov 21, 2017Background
- Northern Chester County Sportsmen’s Club (a PA nonprofit) sued former Membership Secretary John Mark Muller for withholding Club membership records, acting unilaterally on Club contracts/purchases, and interfering with Club communications; trial court entered equitable relief ordering return of records and declaring Muller not a member.
- Muller had been suspended by the Board in April 2014 from his officer role and membership pending compliance with a directive to return Club records; an expulsion vote in June 2014 failed to reach the two-thirds threshold.
- Muller secretly paid 2014–2015 dues to the Treasurer and obtained a membership card from another officer, but did not turn in a required signed renewal form to the Club; he later changed an email account password and attempted to attend meetings, leading to police removals.
- While the litigation was pending the Club adopted new 2015 bylaws (following two membership votes) that (inter alia) required annual renewals, barred renewal by members not in good standing, and authorized officer-majority suspension/forfeiture without a member expulsion vote.
- Trial court found Board suspensions and directives were within its managerial authority, held Muller’s 2014–2015 renewal invalid on practical grounds, and that Muller remained suspended and thus properly denied renewal for 2015–2016 under the 2015 bylaws; this Court affirmed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Board authority to suspend officer and membership | Club: Board may suspend to protect Club operations and recover records | Muller: Bylaws allow expulsion only by two-thirds vote; no suspension authority | Court: Board had statutory and bylaw-based management authority to suspend officer and suspend membership pending return of Club records |
| Whether suspension was de facto expulsion violating termination rules | Club: Suspension was temporary, conditioned on return of records | Muller: Suspension functionally ended membership and thus needed bylaw/ statutory protections | Court: Suspension was conditional (lifted on compliance) not permanent termination, so not subject to expulsion limits |
| Validity/effect of 2014–2015 renewal | Muller: He paid dues and received card; thus remained member | Club: Renewal formalities (signed form) and his suspension/noncompliance invalidated renewal | Court: Although trial court erred treating 2014–2015 renewal as terminating membership under 2014 bylaws, result stands because Muller failed to satisfy 2015 renewal rules |
| Validity of 2015 bylaw amendments and denial of 2015–2016 renewal | Muller: 2015 bylaws invalid because he received no notice and no copy was sent | Club: Muller was suspended (not entitled to notice); Club provided summary/link per statute | Court: 2015 bylaws validly adopted (sufficient notice/summary and web posting); Muller was not in good standing, so denial of renewal proper |
Key Cases Cited
- Peters Creek United Presbyterian Church v. Washington Presbytery of Pennsylvania, 90 A.3d 95 (Pa. Cmwlth. 2014) (boards may exercise managerial powers not explicitly enumerated in bylaws)
- Anderson v. Colonial Country Club, 739 A.2d 1118 (Pa. Cmwlth. 1999) (board actions to manage club affairs upheld despite silence in bylaws)
- Lutz v. Tanglewood Lakes Community Association, Inc., 866 A.2d 471 (Pa. Cmwlth. 2005) (Section 5726(b) permits board removal for cause absent a bylaw restriction)
- Hart v. Manning, 828 A.2d 5 (Pa. Cmwlth. 2003) (distinguishes suspension from termination where membership ends rather than being conditional)
- Quaker City Yacht Club v. Williams, 429 A.2d 1204 (Pa. Cmwlth. 1981) (statutory protections apply where suspension effectively terminates membership)
- Keystone Commercial Properties, Inc. v. City of Pittsburgh, 347 A.2d 707 (Pa. 1975) (doctrine of unclean hands may bar equitable relief but cannot support affirmative relief)