46 A.2d 298 | Md. | 1946
This suit was brought by Dr. Morris B. Levin to obtain an injunction against Sinai Hospital of Baltimore, Incorporated. The amended bill of complaint alleges: (1) that defendant is a non-profit, eleemosynary, non-sectarian institution, exempted from taxation on its building and equipment, and receiving appropriations from the State and City of Baltimore, and contributions from Associated Jewish Charities and individuals; (2) that he has been practicing medicine ever since he received his degree of Doctor of Medicine in 1914, and for many years has been a member of the visiting staff of Sinai Hospital, which entitled him to treat his patients in either the private or semi-private rooms; (3) that in November, 1943, he was notified that he had been dropped from the visiting staff, but was put on the courtesy staff, entitling him to treat patients in the private rooms; (4) that the rules and regulations of the medical board, the governing body of the medical staff, which were approved as by-laws by the board of officers, are arbitrary and discriminatory, as he has been refused private rooms for his patients on many occasions, and the object of the creation of the courtesy staff was to limit the privileges of the hospital to a small group of physicians who were empowered "to make a private sanitarium of this public institution"; (5) that the rules and regulations of the medical staff constitute a restraint of trade in violation *178
of the Sherman Anti-Trust Act,
The essential difference between a public and a private corporation has long been recognized at common law. A public corporation is an instrumentality of the state, founded and owned by the state in the public interest, supported by public funds, and governed by managers deriving their authority from the state. Public institutions, such as state, county and city hospitals and asylums, are owned by the public and are devoted chiefly to public purposes. On the other hand, a corporation organized by permission of the Legislature, supported largely by voluntary contributions, and managed by officers and directors who are not representatives of the state or any political subdivision, is a private corporation, although engaged in charitable work or performing duties similar to those of public corporations.Trustees of Dartmouth College v. Woodward, 4 Wheat. 518,
Using this test we find from the allegations of the amended bill that defendant is a private institution. It was organized as a private corporation, and it is not an instrumentality of the government for the administration of public duties. It is admitted that defendant is exempt from taxation on its hospital building, and equipment, and receives appropriations from the State and City of Baltimore. But it cannot be questioned that the Legislature has ample power to make appropriations to a private corporation established for the maintenance of a hospital. Finanv. City of Cumberland,
It is not necessary on this appeal to consider the question of the extent of a physician's constitutional right to practice his profession in a public hospital. The powers and duties of the officers of a public institution are regulated by statute or municipal ordinance. The powers and duties of the officers of a private corporation are regulated by its charter, constitution and by-laws. It is a general rule that a court of equity will not interfere with the internal management of a corporation, unless the act complained of is fraudulent or ultra vires. Williams v.Salisbury Ice Co.,
In Maryland a court of equity may properly grant injunctive relief to protect a physician in his right to treat his own patients in a hospital where its constitution and by-laws accord him that right, and also to pass upon the validity of asserted amendments to the constitution and by-laws for the purpose of determining his right to such relief. Stevens v. EmergencyHospital of Easton,
In this case there is no basis for the allegation that the rules and regulations are illegal and void. The charter of the corporation provides that its affairs shall be managed by a board of officers, consisting of a president, vice-president, treasurer, and twelve directors. The by-laws confer upon the board of officers full authority to appoint the physicians and surgeons on the medical staff, and also empower the medical board to adopt all rules and regulations necessary for the staff, subject to the approval of the board of officers. The medical board divided the staff into four divisions, consulting, active, visiting, and courtesy, and authorized members of the courtesy staff to attend patients in the private rooms only. The rules and regulations of the medical board were adopted in accordance with authority conferred by the board of officers, and were approved by the board of officers, and have not been altered or repealed by the members of the corporation. The Corporation Law of Maryland expressly provides (1) that the members or stockholders of a corporation shall have full power to make, alter and repeal by-laws, (2) that the board of directors, if authorized by the by-laws so adopted, shall have the power to *182 make, alter and repeal additional and supplementary by-laws not inconsistent with any of the by-laws so adopted, and (3) that any such additional and supplementary by-laws may be altered or repealed by the members or stock-holders. Code, 1939, Art. 23, Sec. 14.
The amended bill alleges that the adoption of the rules and regulations of the medical board constitutes a combination or conspiracy in restraint of trade in violation of the Sherman Anti-Trust Act,
As the board of officers of the hospital has the right to appoint the physicians on the medical staff, and did not unlawfully deprive appellant of any privilege when it failed to reappoint him on the visiting staff, we must conclude that he has failed to allege any right to an injunction. We must, therefore, affirm the decree sustaining the demurrer to and dismissing the amended bill.
Decree affirmed, with costs.