226 Ill. 57 | Ill. | 1907
delivered the opinion of the court:
The first and controlling question for determination is whether the beneficiary of John W. Crawford was entitled to any part of the emergency fund mentioned in the statement of facts, in addition to the $2499.90 paid her. The certificate issued to Crawford, which became a contract between him and the association, entitled him to the proceeds of an assessment of two dollars per member, and in a sum not exceeding $5000, which was subsequently changed to $4000. The sum of $2499.90, it is admitted, has been levied, collected and paid, but it is contended by appellant that the act of 1893 should be .read into and be made a part of the contract between the association and Crawford, and that by said act the association was required to accumulate and maintain a reserve or emergency fund equal to the amount of its maximum policy outstanding, and the assessment levied to pay Crawford’s death claim being less than $4000, the balance should have been paid out of that fund.
The appellee corporation was organized under the act of 1872. Deceased became a member in 1881, and between those dates no substantial amendment was made to the law. The act of 1893 provides for. the organization of corporations to be engaged in furnishing life or accident insurance on the assessment plan. (Hurd’s Stat. 1893, chap. 73, p. 866.) That act is complete in itself, and not only applies to all corporations to be subsequently organized for 'that purpose, but extends to corporations already in existence, provided they comply with its requirements. Section 8 provides that every such corporation “shall accumulate and maintain a reserve or emergency* fund equal to such sum as might be realized from one assessment on, or periodical payment by, policy or certificate holders thereof, and in no event less than the amount of its maximum policy or certificate. Such fund, if not already accumulated, shall be accumulated by every such existing corporation within six months from the time this act takes effect, and by every corporation hereafter formed under- this act within six months from the date of its incorporation, and shall be held for the purposes for which such fund was created or accumulated.”.
Appellee seems to have understood that said section applied to corporations already doing business as well as to those to be subsequently organized, and that it was necessary, under its provisions, to establish and maintain such emergency fund, and in order to so provide, its constitution and by-laws were changed in 1897 authorizing the board of directors to order an assessment upon each" member equal in amount to one mortuary assessment, which was to be placed in the emergency fund. It was thereby made the duty of the treasurer from time to time to invest that money, and he was thereby prohibited to pay out or encroach upon the fund except by an affirmative vote of not less than five of the members of the board of directors, and then only for the payment of death losses or indigent claims. Clause 6 of article 5 of the amended constitution provided that should the amount collected on a death claim be less than the prescribed limit upon any membership certificate such deficiency may be paid from the emergency fund. Clause 7 provided that the directors might order one or more death losses paid by borrowing from the emergency fund, which amount was to be returned as soon as possible. Sections 1 and 2 of article 5 established different grades of members - and' classes, whereby each member should be assessed according to his grade and the denomination of his membership certificate, and upon proof of death an assessment should be levied against each surviving member in accordance with his grade, and the amount of the payment to be made to the beneficiary was not to exceed $4000, and should be the amount collected from the assessment levied and imposed upon -the surviving members under and in pursuance of the provisions of the constitution, which payment was to be a complete and valid satisfaction and discharge of such association of and from any and all claims which might arise out of or be made against it for or upon such death loss. With these changes in the constitution and by-laws the agreement of Crawford with appellee remained the same from the time he became a member until the date of his death, unless it can be said that the provisions of the act of 1893 should be considered as a part of the contract.
We do not think the contention of appellant can be maintained. Section 6 of the act of 1893 provides that any existing domestic corporation may re-incorporate under the provisions of the act under its existing corporate name, by filing with the Auditor of Public Accounts a declaration of its desire to do so, signed and duly acknowledged by a majority of its board of directors, with a statement, in like manner signed and acknowledged by them, that such corporation, if insuring lives, has accumulated the fund required by section 8 of the act, and that such funds are safely held and invested for the purposes for which the same were accumulated. From this provision it would seem to have been the intention of the legislature to require corporations then in existence to take some affirmative action before they would be considered as coming within the provisions of .the act. The latter part of the same section provides that it shall not be obligatory upon any such existing corporation to re-incorporate thereunder, and any such domestic corporation may continue to exercise all the rights, powers and privileges not inconsistent with the act, pursuant to its articles of incorporation, the same as if incorporated under the act. There is no pretense that the appellee corporation ever attempted to comply with the provisions of section 6, but it is admitted that it continued under its old corporation name to act as a corporation, and it would accordingly have the right to so continue except in so far as its rights, powers and privileges were inconsistent with the act.
It is insisted by counsel for appellant that the law writes into every contract the provisions of the statute that are applicable to the transaction. This is true only as to statutes existing at the time the contract was made. Statutes subsequently passed cannot constitutionally abrogate or impair the obligation of contracts already in existence. We do not think the act of 1893 changed the relations existing between Crawford and the appellee corporation, or that he was entitled to any part of the emergency fund created by the amendment to the constitution and by-laws. What the real purpose of the amendment to the constitution and by-laws was,—whether to comply with the act of 1893 or not,—we have no means of knowing, but it did not have the legal effect of entitling a member to any part of the emergency fund. That fund seems to have been created for the purpose of making the assessments uniform, and to provide for distributing them so that they would not all come at the same time.
It is urged that while the legislature left it optional with existing corporations as to whether they should incorporate under the act, yet it did not leave them any option as to whether they would be controlled by the .provisions of the act; also, that under section 15 it became the duty of every corporation to fix a definite amount to become due upon every outstanding certificate of insurance. What we have already said disposes of the question of the act being applicable to corporations doing business prior to 1893. It certainly cannot be claimed that the amendment to the constitution and by-laws rendered appellee liable for the additional amount. While it is true the by-laws create an emergency fund, as required by section 8, yet the amendment to the constitution and by-laws provided that if the amount collected from the assessments be less than the prescribed limit such deficiency may be paid from the emergency fund. The word “may” is used in its ordinary sense, leaving it optional with the board of directors to make such payment, and not mandatory. The constitution and by-laws made provision for the manner in which amendments to them might be made, and the amendment was made in accordance with those provisions. It cannot be held that the law of 1893 became a part of .the contract, and appellant cannot recover the additional amount.
It is insisted by appellee that the receipt executed by appellant, having been in full of all demands under the certificate, was sufficient to bar any further recovery against the association upon the ground that the amount involved was in dispute, and that the receipt constituted a valid settlement of .the same. It is also contended by appellee that a court of equity was without jurisdiction, for the reason that appellant had an adequate remedy at law. If the assessment as levied was paid in full in accordance with the contract between .the deceased and appellee, then there remained nothing to be paid, and it is unnecessary to consider the question of the effect to be given to the receipt or the jurisdiction of a court of equity.
What we have already said disposes of all .the questions involved in the case.
We find no reversible error, and the judgment will be affiimed.
Judgment affirmed.
