Heintzelman v. Druids' Relief Ass'n

38 Minn. 138 | Minn. | 1888

■Gilfillan, C. J.

A by-law of this defendant association provides that “any member of this association may offer amendments to these by-laws at the annual meeting of this association, and it shall require a two-thirds vote to adopt such amendments.” The minutes of what appears to have been an annual meeting of the association, held June. 20,1883, state, among other proceedings, “the following amendments to the by-laws were adopted: * * * Article XV, section 1, is amended as follows,” stating the amendment. The minutes do not expressly show by whom the amendments were proposed, nor by what vote they were adopted, and there was no other evidence than the minutes as to those facts. The ease turns on the validity of the amendment to said section 1. If the minutes sufficiently show that it was legally adopted, and the body adopting had power so to. do, then defendant, on the evidence given below, is entitled to judgment; otherwise, plaintiff should recover. The minutes state that the amendments were “adopted.” This could not be unless they received the two-thirds vote required by the by-law above set forth. When, therefore, the books of a corporation, or of its board of directors, in the minutes of a meeting state that a certain proposition was passed, are the minutes prima facie evidence that it passed regularly, having the requisite vote, a majority or two-thirds, as may be necessary? It is only a question of evidence — of the burden of proof. The consequences of the action so appearing to have been taken have nothing to do with the question. If the minutes are not prima, facie in one instance, they are not in any other.

Every reasonable intendment is to be made in favor of the proceedings of a private corporation in their corporate acts. McDaniels v. Flower Brook Mfg. Co., 22 Vt. 274. In the case of a record kept by a school-district clerk, stating “pursuant to notice previously given in writing, agreeable to the provisions of statute, the legal voters of school-district No. 10 met,” etc., the record was held prima facie evidence of a regular notice. Sanborn v. School-Dist., 12 Minn. 1, (17.) A, town clerk’s record of a town meeting, stating that it was “legally warned,” is prima facie evidence that legal notice was given. Isbell v. New York & N. H. R. Co., 25 Conn. 556. So, if the record of a corporation show a special meeting, duly called and proper notice given, and that business was transacted, it will be presumed that a quorum was present. Citizens’ Mut. Ins. Co. v. Sortwell, 8 Allen, 217; Baile v. Calvert College Educational Soc., 47 Md. 117. Where the record showed a quorum present at a meeting, it is presumed that all were notified. Lane v. Brainerd, 30 Conn. 565; Chouteau Ins. Co. v. Holmes, 68 Mo. 601; Sargent v. Webster, 13 Met. 497; the court in the last case saying: “The presumption omnia rite acta covers a multitude of defects in such eases, and throws the burden on those who would deny the regularity of a meeting for want of ■due notice to establish it by proof.” If the record book of a town be silent as to the mode in which certain officers were elected, the presumption will be, without proof to the contrary, that they were chosen in the manner required by law. Hathaway v. Inhabitants of Addison, 48 Me. 440. The presumption in favor of the regularity of proceedings of meetings of corporations and boards of directors is almost a matter of necessity. The minutes of such meetings are seldom kept with nice accuracy of detail as to the manner of doing what is done. Results reached are usually about all that is stated. The number of votes for and against any proposition is seldom stated, and if the entry that such or such a resolution or proposition was passed or adopted is not sufficient without stating the number of .votes upon it, such records as usually kept are of very little value as evidence. Presumptively, the result of any vote at such a meeting is duly ascertained and declared at the time by the proper officer, and, as declared, is entered in the minutes. So far as concerns the vote by which the amendment was adopted, the record is prima facie evidence that- it was regular.

It is contended by the respondent that the amendment was adopted by the board of directors only, and that the.power to pass and amend by-laws is not vested in that board, but is reserved to the association at large. The minutes appear to be those of an annual meeting of' the association.. From the articles of association and the by-laws, which, in many respects, are wanting in precision, we conclude that for the purpose of holding meetings and transacting all business the board of directors represent the association, and that no meetings of the whole body of associates are contemplated, but that the meetinga of the board of directors are meetings of the association. The purpose of the association, as stated in the articles, is to provide relief to-relatives of deceased members. Its members are druids in good standing, and contributing members of some grove (of the United Ancient Order of Druids) under the jurisdiction of the Grand Grove-of the State of Minnesota, “and who have agreed to comply in all respects with the by-laws, rules, and regulations of said association, and who shall have received a majority vote of its board of directors at any meeting.” The management of its business is intrusted to-the hands of a board of directors, “to consist of one member of the-association elected by each grove under the jurisdiction of the grand grove.” The officers of the board consist of a president and secretary, — the noble grand arch of the grand grove being the president. and the grand secretary of the grand grove the secretary, — a treasurer, and medical director, the latter two elected by the board of directors at the annual meeting, the time and place for which are stated in the articles. The articles do not provide for any meeting of the whole body of associates, nor for any business to be done by them, (except through the board of directors.) They do not even elect any officer. The by-laws have the same provision as to officers, except that they provide for a vice-president, who is also elected by the board of directors, and in the by-laws they are called officers of the association, instead of, as in the articles, officers of the board of directors. Regular meetings of the board are appointed. Special meetings of tbe association maybe called by the president on the request of three directors, the directors shall be notified by mail, and a notice may be published in some daily paper at least three days before the meeting. No provision is made that notice shall be given to any but directors. The articles were executed by fifteen persons, who, until the first annual meeting thereafter, were designated the board, of directors. It does not appear expressly when or by whom the first by-laws were adopted, but there is enough to justify the conclusion that they were adopted by the first board of directors at or about the time of executing the articles. No usage of the association in respect to meetings, of the body of associates appears. So far, therefore, as the record before us discloses, the board of directors was the proper body to amend the by-laws.

Order reversed.