23 Pa. Super. 199 | Pa. Super. Ct. | 1903
Opinion by
This is a proceeding in the nature of quo warranto through which the relators seek to be continued in the offices of president, vice president, etc., of a society incorporated under the laws of this commonwealth.
From the record it appears that at a convention which convened at Wilmington, Del., in February, 1900, the relators were duly elected to their respective offices. It further appears that at this convention a resolution was unanimously adopted fixing Carlisle, Pa., as the place for holding the annual meeting for the year 1901. Prior to the meeting at Carlisle a bill in equity was filed against the association, in which a receiver was prayed for, and a decree was entered therein on March 17, 1901, the important part of which, as far as it affects this case, is as follows: “ 6. The said defendant, corporation, its offi-
cers, directors, managers, committees, agents and employees are hereby enjoined from retaining or taking possession of any money, assets or property belonging to the said defendant cor
The appellants frankly state in their argument, as follows: “ The whole question turns on the validity of the convention at Carlisle in 1901; if this was a rump convention then under' the common law the old officers hold over until their successors are duly elected and qualified; if the Carlisle convention was legal that is an end to the relator’s case.”
It appears that the proceedings at Carlisle were regular as far as they relate to the time and place of meeting, and that the persons who acted were duly qualified as members of the convention. After the election of a full corps of new officers, in accordance with the usage and custom of the association, Bethlehem, Pa., was selected as the place for the annual meeting of 1902, and the Carlisle meeting was adjourned to meet at Bethlehem on May 6, 1902, at which time and place, after all members had legal notice, a full majority of all the constituent members of the association met in their annual meeting and fully ratified the action of the convention held at Carlisle on May 7, 1901, and elected officers to serve for the ensuing year.
The effect of the appointment of a receiver is to remove the parties to the suit from the possession of the property, but at the same time the right to the property is in no way affected by such appointment and the receiver merely holds the property as a custodian for the benefit of him who may be ultimately entitled to it: Bispham’s Principles of Equity, section 579. The fact that a receiver is appointed does not destroy the existence of the corporation, which must be preserved for many purposes, and the decree entered by the court, as above quoted, was not violated in any way by electing officers to continue the corporate life of the association under its by-laws. The appointment of the receiver superseded the power of the officers to carry on the business of the association, as the receiver was required to take possession of the books, records, and assets of every description, but the corporate franchise of the association was not dissolved, and, as a legal entity it continued to exist:
The assignments of error are overruled and the decree entered by the court below is affirmed.
