59 Pa. Commw. 256 | Pa. Commw. Ct. | 1981
Opinion by
Quaker City Yacht Club (Quaker City) is a Pennsylvania non-profit corporation established for the purpose of promoting and encouraging the practice of navigation and aquatic sports. Quaker City bills its members in advance by the quarter.
Quaker City sent a certified letter to Williams dated January 2, 1978, postmarked January 5, 1978 notifying Williams that he had been suspended from the club for non-payment of dues. Although the letter had been addressed correctly, it was returned to Quaker City marked “MOVED — NO ADDRESS.” On January 10, 1978, Quaker City received a check dated December 15, 1977 from Williams for $50.00.
Williams filed a complaint in equity with the Court of Common Pleas of Philadelphia County requesting declaratory and injunctive relief. An order granting a preliminary injunction was entered on October 11, 1978 declaring that the purported suspension was invalid and directing Quaker City to reinstate Williams’ membership as if it had never been' suspended and to permit Williams and his guests to have full use of the club’s facilities on the same basis as other members. Quaker City was further directed not to interfere with Williams’ membership except on the same basis in which all other members are treated.
Our scope of review in equity matters is limited to a determination of. whether the trial court abused its discretion or committed an error of law. Mid Valley Taxpayers v. Mid Valley School, 52 Pa. Commonwealth Ct. 402, 416 A.2d 590 (1980). Furthermore, the decision of the equity court will stand “if there exists sufficient evidence to justify the findings and logically sound, reasonable inferences and conclusions derived therefrom.” Groff v. Borough of Sellersville, 12 Pa. Commonwealth Ct. 315, 317, 314 A.2d 328, 330 (1974).
Quaker City argues here that the trial court erred as a matter of law in interpreting Section 7545(c) of the Law to extend an additional grace period to a member before it can discipline him for not paying dues in the time established by the corporation’s bylaws. While this is one way to interpret the lower court’s opinion, we find that the crux of the opinion is not that there should be an additional grace period
Section 7545 of the Law provides in pertinent part as follows: ;
(c) Enforcement of payments. A nonprofit corporation may make bylaws necessary to enforce the collection of such [as prescribed in subsection (a) and (b)] dues or assessments, including provisions for the termination of membership upon reasonable notice, for nonpayment of such dues or assessments, and for reinstatement of membership. (Emphasis add-' ed).
The bylaw in question provides as follows:
Any member in arrears for one quarter’s dues or more for a period of six months, and having been duly notified thereof by the Financial Secretary, shall automatically be suspended and his name shall be posted upon the Bulletin Board.4 (Emphasis added.)
At the trial, Quaker City contended that its bylaw provision regarding notice of suspension was satisfied as soon as the member receives notice of the 6 months arrearage from the financial secretary (Secretary). The trial court held, however, that such an interpretation of the bylaw defied a common sense reading of the clause and also constituted a violation of Section 7545(c) of the Law. We agree.
The trial court also rejected Quaker City’s claim that the December bill which had been stamped “delinquent” was sufficient notice to Williams. The trial court concluded that there was no warning of possible suspension on a date certain by the mailing of such an invoice.
Because the trial court found that Williams had not been given reasonable notice of the termination of his membership and that Quaker City’s interpretation of its own bylaws was in conflict with the Law, it held that Williams’ suspension was invalid. Our review of the record convinces us that there was sufficient evidence to justify the findings and conclusions of the trial court, the conflicts in the evidence having been resolved by the fact-finder. Although the courts are reluctant to interfere in the affairs of private corporations, McDonald v. Lake Manto Club, 59 Pa. Commonwealth Ct. 36, 428 A.2d 785 (1981), the courts will not stand idly by when under the pretext of
Order affirmed.
Order,
And Now, this 27th day of May, 1981, the order of the Court of Common Pleas of Philadelphia County dated November 27, 1979, granting injunctive relief to Leon B„ Williams and Nancy L. Williams is hereby affirmed.
The dues are payable as of the first day of the first month in a quarter. The bills are sent to the members on the first Thursday of the first month of the quarter. Thus, members aré technically “in arrears” even before they receive their bills. Williams’ bill for the third quarter, due on July 1, 1977, would by the club’s calculations be six months in arrears on January 1, 1978.
The membership in question here is that of Leon B. Williams. His wife, Nancy, made use of Quaker City’s facilities but was not a member.
The check was written, signed and mailed by Mrs. Williams.
Although Quaker City-’s bylaw refers to suspension rather than termination of memberships, the distinction is merely one of semantics. Qpce a member has bpen “suspended” fqr nonpayment of dues, he cap only l)e reinstated if all the members of Quaker City approve his reinstatement. Only one negative vote is sufficient to bar membership. Three “nos” are required to reject the membership of a new applicant. - • -