Spiritual & Philosophical Temple v. Vincent

127 Wis. 93 | Wis. | 1906

MaRShaul, J.

It may be conceded that were it not for the fact that, when the voluntary organization'was created, the law existed substantially as now, enabling such a society to be converted into a corporate entity, and as a necessary result the ownership and right of possession of what was formerly vested in such society changed to the new creation and memberships in the latter substituted for those in the former, it would not have been competent for the minority, or even a majority, of the members of such organization, with or without a law enacted subsequently to the formation of the society and without the consent of the rest of the members, to take its property and make the substitution indicated as to membership rights. Every participant in a voluntary organization has the absolute right, which the courts will protect, to have its property controlled and administered according to its organic plan and to participate in its affairs in harmony therewith. Schiller Commandery v. Jaennichen, 116 Mich. 129, 74 N. W. 458, and analogous authorities cited to our attention are recognized as good law, but we need not discuss them because they are wholly inappropriate to the situation before us.

As indicated, the law under which respondent justifies was in existence when the voluntary organization in question was formed. That law, therefore, must be regarded as having been incorporated into the association agreement by necessary implication. Every member must be conclusively presumed to have, impliedly, agreed, in joining the society, that it might at any future time be converted into a corporate organization according to the statutes regulating the matter.

Whether the name chosen for the corporation was precisely the one by which the society was known is not material. The law contemplates that the corporation shall be formed for the same purposes, substantially, as those of the voluntary organization, but that such name may be agreed upon as the parties controlling the matter see fit to select, and which is reasonably appropriate for the purpose.

Neither is it material whether the administration of the corporation, after its creation, was regular, or whether the bylaws adopted were reasonable or unreasonable. If the steps' leading up to the recording of the certificate of organization were in conformity with law the corporation thereby eo m-stcmti came into existence with its status as regards the property and other rights of the society and memberships, in the latter absolutely fixed. The law plainly contemplates, in such a case, the immediate and complete substitution of the corporate entity for the association. Any act done thereafter by persons in control of the corporate affairs in violation of any such membership right does not affect the corporate existence ■or functions. It is a mere private wrong redressible by the appropriate remedy.

Sec. 1991, Stats. 1898, provides that the “society shall be known and incorporated by the name” determined upon, as ■evidenced by the certificate of organization, and such certificate shall be recorded in the office of the register of deeds, and “when ... so recorded the society named therein shall be a corporation and shall possess all the powers and privileges granted to corporations by chapter 85,” etc. So in this case the substitution of the corporation for the former association and memberships in the former for those in the latter; regardless of whether a majority or minority of members of the association participated in bringing about the change, all being free to participate if they so desired, was complete, as indicated in West Koshkonong Cong. v. Ottesen, 80 Wis. 62, 49 N. W. 24, when the certificate of' organization was recorded, if such certificate was valid.

Some question is raised as to whether the members of the association, who caused the corporation to be formed, proceeded fraudulently, as regards the nonparticipants. The trial court did not think so, and we see no good reason to disturb the decision in that regard. It may be that the conduct of the members of the minority party was not characterized by that fairness which should distinguish any community of individuals, especially those of one existing for religious purposes, but we have little or nothing to do with the mere ethical features of the case. The findings of the court negative, most distinctly, all charges of fraud on the part of the minority, and they seem to be fairly supported by the evidence. .The-meeting at which the notice was given of the time and place-when the subject, of converting the society into a corporate-organization would be considered was free to all members, and the meeting appointed was likewise .free. The notice was-read when and where all members would be expected to be present if they particularly cared, to take careful note of the purposes of those who regularly attended service held at the-home of the society. It was given out according to custom, both as to order and manner. It was read at the close of the-regular Sunday service and in the English language. There was no design to give it out when members of the majority party were absent, nor was there any active effort to prevent members of tbe majority from being present on tbe day appointed in tbe notice. Tbe one member of tbe majority wbo was present wben tbe notice was read, bad full opportunity to understand it, and was aided in tbat regard by members of tbe minority.

Tbe matters to wbicb we bave referred aside, it seems to be conceded tbat, if tbe meeting at wbicb tbe notice was given was a stated meeting within tbe meaning of tbe statute, wbat followed resulted in tbe creation of a corporation in form and in fact with all tbe consequences we bave indicated. Was it a stated meeting ? Tbat is tbe vital point.

Tbe language of tbe statute on tbe. point last suggested to be examined in answering tbe above stated question is as follows:

“Tbe members, over twenty-one years of age, not less than three in number, of any church, or society of any religious sect or denomination wbicb shall bave been organized in this state and wbicb, at tbe time, maintains regular public worship may, after due public notice given at some stated meeting of such church, . . . organize a corporation for religious, charitable or educational purposes in tbe manner hereinafter provided.” Sec. 1990, Stats. 1898.

Tbe findings respond in detail to all the calls thereof. We are unable to appreciate tbe criticism of counsel upon tbe trial court’s decision on this point. They urge tbat tbe meeting of tbe majority was a stated meeting as well as tbat of the minority, though it was not held at tbe society’s church. Tbat might safely be conceded without aiding appellant in tbe least, since tbe statute makes no requirement for notice to be given at two stated meetings in tbe event of tbe society by reason of a factional disturbance bolding meetings in two regular places. In such circumstance it seems clear that tbe meeting held at the regular home of tbe society, whether attended and supported by a majority or minority of tbe members, is a stated meeting in tbe statutory sense. In this case tbe regular meetings of the society, accoi’ding to the custom before and after the factional disturbance, were not rendered irregular by the mere circumstance that a part of the members, large or small, saw fit to assemble at some other place. As between the two, the latter was the irregular and the former the regular meeting.

Much stress is laid by counsel on the fact that in several instances of factional disputes in church societies, and the incorporation of the society on the initiative of one of the factions, the notice was given at a customary meeting held at the regular home of the society and at the one held at the place of worship of the members of the opposing faction as well, as in West Koshkonong Cong. v. Ottesen, 80 Wis. 62, 49 N. W. 24. We are unable to see any significance in that, since the statute mahes no requirement for such double giving of the notice. No authority is referred to holding that such double notice is essential. Doubtless the legislative idea is that it shall be given in such a way as to furnish facilities to all concerned to receive information of the meeting to take action under the statute. That specifies distinctly the method of procedure. It was followed in this case, as it seems, in letter and spirit. Hence the agreement to incorporate and the preparation and execution of the certificate of organization and the due recording of the same dissolved the society and substituted in its place the corporate entity, as the trial court held. West Koshkonong Cong. v. Ottesen, supra; Trustees v. Bly, 78 N. Y. 323; Holm v. Holm, 81 Wis. 374, 51 N. W. 579. It should be noted that while there was a double giving out of the notice in West Koshkonong Cong. v. Ottesen, supra, — there being a factional division as in this case, — one faction holding its meetings at the church and the other at a neighboring schoolhouse, the case turned on the notice given at the custom‘ary meeting held in the church, no particular significance, • seemingly, being given to the reading of the notice at the schoolhouse meeting.

By the Court. — The judgment is affirmed.