121 Ill. 412 | Ill. | 1887
delivered the opinion of the Court:
May 13, 1886, appellant was expelled from the Board of Trade of the city of Chicago. On the 8th of June thereafter he filed his bill in the circuit court of Cook county and obtained a preliminary injunction restraining the board from interfering with his “access into and upon the exchange hall of the board * * * and from carrying on his business therein” as he had theretofore done. After issue joined, a motion to dissolve the injunction was heard upon sworn answer and bill, and affidavits, and certain documentary proofs. The circuit court dissolved the injunction and dismissed the bill for want of equity. Its decree has been affirmed by the Appellate Court, and from the latter court the case is brought before us by appeal.
The first point made by appellant is, that the “Board of Trade of the city of Chicago” can not delegate the power of expulsion to its board of directors, and that his expulsion is illegal as having been the act of the directors, when the power to bring it about rested with the body of the corporators.
The main authority relied upon in support of this position is the case of State v. Chamber of Commerce, 20 Wis. 63, where an act provided that corporations organized under it should “have the right to admit as members such persons as they may see fit and expel any members as they may see fit.”
The language of appellee’s charter (vide Private Laws of 1859, page 13) is, however, much broader and more comprehensive than the Wisconsin law. The first section of that charter empowers the corporation to “make such rules, regulations and by-laws from time to time as they may think proper or necessary for the government of the corporation hereby created, not contrary to- the laws of the land. ” The sixth section provides that the corporation “shall have the right to admit or expel such persons as they may see fit in manner to be prescribed by the rules, regulations and by-laios thereof.”' The third section provides that “the officers shall consist of a president, one or more vice-presidents and such other officers as may be determined upon by the rules, regulations or by-laws of said corporation.”
In pursuance of the authority conferred by the first and third sections, the government of the board was, by section 1 of rule 1 of its standing rules, “vested in a president, two-vice-presidents and fifteen directors, who, including the president and vice-presidents, shall be known as the board of directors,” etc.
Under the authority of the sixth section of the charter, the board adopted the ninth section of rule 4, which provides, that “when any member of the association * * * shall, violate any of the rules, regulations or by-laws of the association, or * * * shall be guilty of making or reporting any false or fictitious purchases or sales; or * * * shall be guilty of any act of bad faith or * * * of any dishonorable or dishonest conduct, he shall be censured, suspended or expelled by the board of directors as they may determine from the nature and gravity of the offence committed. * * * An affirmative vote of at least twelve members of the board of directors shall be necessary to expel. ’’
We think that the ninth section of rule 4, as here quoted, comes fairly within the meaning of section 6 of the charter. The latter section gives the corporation the right to expel such persons as they may see fit in such “manner” as may be prescribed by the “rules,” regulations, etc. Expulsion by the action of the directors is one mode or manner of expulsion; expulsion by a majority vote of all the corporators is another1 mode or manner of expulsion. A rule prescribing the former mode is as much authorized and justified by the language of the charter as a rule prescribing the latter mode. State v. Milwaukee Chamber of Commerce, 47 Wis. 670.
Various other objections are made by appellant. He complains that two of the directors were not naturalized citizens of the United States, and that two of them were prejudiced and not fair and impartial triers of his case, that some of them did not hear portions" of the evidence, but read it after it had been written out, that the prosecuting witness was improperly sworn before a notary public, and that appellant was not guilty of the charges preferred against him.
We think that the judgment of expulsion is binding upon the appellant and can not be collaterally attacked for any of the reasons here specified.
Section 1 of rule 10, which was in force, except as to the amount of the initiation fee, when appellant became a member of the association, requires, as one of the conditions of admission to membership, that the applicant shall sign “ an agreement to abide by the rules, regulations and by-laws of the association and all amendments that may be made thereto. ” When appellant became a member, on or about the 6th of October, 1878, he signed an agreement to respect and be governed by such rules, regulations and by-laws.
Appellant was charged with keeping fictitious accounts, one called “Hedges, ” which was alleged to be his own firm ■account, and one called “Sam Weed,” which was alleged to •be his own individual account, and with making purchases ■or sales on account of “Hedges” or “Sam Weed,” which, if they turned out to be profitable, would remain in these accounts, so that he or his firm, would reap the profits, but, if they resulted unprofitably, would be transferred to the accounts of his customers, so that the latter would be forced to bear the losses.
When these charges were made, the board of directors proceeded as directed by section 16 of rule 4; they appointed a committee of their own number to make a preliminary examination into the charges; the committee made the preliminary examination and reported in favor of a full investigation ; thereupon appellant was notified to appear before the board of directors; he did appear, pleaded not guilty, a trial was had, testimony was heard, the charges were sustained and he was expelled. ,
Section 13 of rule 4 provides for the re-admission, upon certain terms, of an expelled member by an affirmative vote of twelve members of the board of directors, and such readmission may be granted without the payment of initiation fees, if it is proven that he has been expelled on false testimony, or that there was error in the decision against him. Appellant presented his petition for restoration to membership, but the same was not granted.
What is the law applicable to the state of facts here recited ? When the appellant became a member of the Board of Trade under and subject to the articles and conditions of its charter and by signing an agreement to be governed by the rules, regulations and by-laws passed in pursuance of that charter, he, of course, became such member under and subject to the rule, which imposed expulsion as a penalty for the offence with which he was charged, and under and subject to the rules, which directed the mode of investigating and trying such offence. The proceedings against him appear to have been regular and in accordance with the rules and the provisions of the charter. The expulsion is, therefore, conclusive against him. “The sentence is like an award made by a tribunal of the party’s own choosing; * * * The society being empowered by its charter to act judicially, its sentence is just as conclusive as that of any other judicial tribunal.” Angell & Ames on Corp. (11th ed.) sec. 418; High on Ex. Legal Rem. (2d ed.) sec. 292.
The merits of appellant’s expulsion can not be re-examined by us in this proceeding. The minor irregularities, of which he complains, were waived by his appearance before the board of directors and the submission of his case for trial by them without objection either to the manner in which that body was constituted, or to the mode of its proceeding. Appeal of Aaron Sperry et al. 116 Pa. 391.
The learned judge of the circuit court undoubtedly dismissed the bill because we have several times decided that a bill for injunction will not lie in cases of this kind. (Fisher v. Board of Trade, 80 Ill. 85; Baxter v. Board of Trade, 83 id. 146; Sturges v. Board of Trade, 86 id. 441.) The facts in the Baxter case are like those in the case at bar; there, as here, a petition for mandamus was first filed and was at once followed by the filing of a bill for an injunction- pending the determination of the mandamus proceeding. It is sought, however, to distinguish that case from the present one on the ground that the irreparable injury there complained of consisted merely in the loss of speculative profits, and that the expulsion was not enjoined because the object of the injunction was to enable a member “to speculate upon the rise and fall of the products of the country.” On the other hand it is claimed here, that the appellant has a valuable pecuniary and property interest in his membership, and that his expul- - sion deprives him of the legitimate profits, which he would be able to make in a large and profitable business.
We pass no opinion upon the distinction thus sought to be made between the case at bar and the Baxter case. The discussion of such a distinction is rendered unnecessary by the views herein expressed as to the finality of the judgment of expulsion against the appellant by reason of its having been rendered by a tribunal of his own choosing, and under rules by which he pledged himself to abide.
The judgment of the Appellate Court is affirmed.
Jaclgment affirmed.