29 Wis. 45 | Wis. | 1871
The injunction in tbis case should have been dissolved. The bill is filed by the plaintiff for the purpose of enjoining the defendant corporation, its officers, members and agents from interfering with his rights and privileges as a member of the corporation, and from suspending or expelling him from the privileges thereof. It is alleged in the complaint that it is the design and intention of the corporation and its members to suspend the plaintiff from the corporation and the immunities and privileges thereof, and to debar him from its benefits and advantages because of his failure to keep and perform two verbal contracts for the sale of wheat, which was to be delivered when called for by the vendees within three months after the sale, each of which contracts was for the sale of property for the price of fifty dollars and moré, no part of such wheat being delivered at the time of sale and no part of the purchase money being paid. These contracts were made with Bryden and Harwood, who were members of the corporation, and it is further averred that these contracts were not, nor was either of' them made, during any session of change of said Chamber of Commerce, nor were they, nor either of them in any way related to or connected with the affairs or business of the corporation, nor were they, nor either of them made upon the floor of the chamber of said corporation, but were each of them made after hours of change and in the office of said Bryden and Harwood, and that each was a mere private matter and bargain between the plaintiff and said Bryden and Harwood. A bylaw of the corporation is made a part of the complaint which relates to the suspension and expulsion of members for misconduct in business affairs, and which, among other things, makes it a ground for expulsion when a member is found guilty of a failure to comply promptly with the terms of any contract, either verbal or written. The corporation had proceeded under this by-law, and was about to suspend the plaintiff on the ground that he had failed to perform the verbal contracts mentioned in the complaint, when an injunction was granted.
The act of incorpoi’ation gives the defendant full authority to establish such rules and regulations for the management of its business and the mode in which it shall be transacted as it may deem proper. Section 4, chap. 158, P. & L. Laws, 1868. It also confers upon the corporation express power to admit and to suspend or expel members as it may see fit, in the manner to be prescribed by the rules and by-laws. Section 6. “ When a corporation is duly organized it has power to make by-laws and expel members, though the charter is silent upon the subject. If the power is expressly granted in general terms, it is conferred to enable the corporation to accomplish the objects of its creation, and is limited to such objects or purposes. It appears to be well settled, that when the charter of a corporation is silent upon the subject of expulsion, or grants the power in general terms, there are but three legal causes of disfranchisement : 1. Offenses of an infamous character indictable
The above remarks, taken from tbe opinion of tbe court in tbe case of People ex rel. Thatcher v. The New York Commercial Association, 18 Abb. P. R., 271-279, are so eminently correct, when applied to tbe defendant corporation, and tbe purposes for wbicb it was incorporated, that we cannot do better than cite them on tbe questions under consideration. As it appears to us they contain all that need be said to indicate tbe reasonableness of tbe by-law, and tbe right of tbe corporation to adopt and enforce it in tbe business transactions of its members. See also The People v. Chicago Board of Trade, 40 Ill., 112.
Tbe circuit judge, in tbe opinion which be delivered on tbe motion to dissolve tbe injunction, seemed to think tbe decision in Hooker v. Kreab, (unreported,) was decisive of this case, and
And, if it was one of the objects of the association “ to per-sonate just and equitable principles in trade,” it is apparent that end would be best attained by raising the standard of morality among its members,'in requiring them to perform all their business engagements, whether legally binding upon them or not Consequently, we can see no valid objection to the by-law which' provides that, if a member shall be found guilty of a, failure to comply promptly with the terms of any contract, either verbal or written, it should constitute a good ground for the' suspension or expulsion of such member from the privileges and benefits of the corporation. There is surely nothing unreasonable or unjust; nothing illegal or wrong in such a by-law. Nor do we think there is any ground for saying that this by-law only had reference to such contracts as were .made during a ses-..
By the Court. — The order of the circuit court, refusing to dis: solve the injunction is reversed, and the cause remanded for further proceedings.