that the National by-laws at all times have indicated the branches might pass upon eligibility of their members without control by the National Association, but that until the present controversy arose, the National officers have so interpreted the by-laws. The National directors are expressly given power to act between meetings of the Association (Art. V., Sec. 1b of the National by-laws). They also have implied powers to carry out provisions of the charter and the by-laws of a corporation. However, they do not have power to act in conflict with existing by-laws. This power is reserved to the representatives present at a national convention, who must act by a three-fourths' vote. The National by-laws provide for amendments as follows:
'Article II -- AMENDMENT to the By-laws. Those by-laws may be amended at any national convention by a three-fourths vote. All proposed amendments shall be in the hands of the general director at least six months before the date of the convention. The general director shall refer all proposals received to the Committee on Revision of By-laws. The report of this committee shall be sent to the membership two months before the convention. These by-laws may also be amended at any national convention without previous notice by unanimous vote.'
The representatives at the National convention consist not only of the Board of Directors, but the former presidents of the Association and regularly accredited delegates representing state, branch, general, corporate and affiliated members (Art VII, Sec. 2 of National By-laws).
I am of opinion that only by the adoption of amended by-laws by a national convention, in compliance with the above-quoted provisions, and a subsequent refusal by a branch to abide by such by-laws, may a branch be lawfully expelled for refusal to admit negroes to its membership.
There is another question in this case as to the right of the National Board of Directors to have acted to expel the Washington Branch. The question is, does the Board have legal power to expel branches or otherwise impose penalties?
The defendant corporation was organized under a special Act of the Massachusetts Legislature (see Ch. 282 of the Acts of 1899 of the Commonwealth of Massachusetts). Section 2 of the Act of Incorporation reads as follows:
'Said corporation is hereby granted all the powers, rights and privileges and is made subject to all the duties restrictions and liabilities set forth in chapter one hundred and fifteen of Public Statutes, and in all other general laws now or hereafter in force applicable to such corporations and not inconsistent with this act.' (Italics supplied.)
Among the restrictions in the general corporation laws of the Commonwealth of Massachusetts are the following:
'Every corporation, except those governed by chapter one hundred and fifty-six, may by its by-laws, except as otherwise expressly provided, determine the manner of calling and conducting its meetings; the number of members which shall constitute a quorum; the number of shares which shall entitle the members to one or more votes; the mode of voting by proxy; the mode of selling shares for the payment of assessments; and the tenure of office of the several officers; and may annex suitable penalties to such by-laws, not exceeding twenty dollars for one offence; but no by-law inconsistent with law shall be made by a corporation.' G.L.(Ter.Ed.) Mass. c. 155, Sec. 7.
This language indicates that the by-laws of private corporations may determine the source of authority for imposing penalties. But in the absence of delegation of such authority by adoption of a by-law as provided by the statute, the authority to expel a branch or impose other penalties lies in the supreme body of the corporation. In this corporation, the supreme body is the National convention.
From what has been stated, the Court is constrained to hold that the Board of Directors of the National corporation acted beyond its powers in ordering the expulsion of the Washington Branch.
It has been suggested that the Washington Branch, by its by-laws and rules, sought to make possible the exclusion of national members from clubhouse facilities owned by the National organization, contrary to agreements of 1942 and prior years respecting the joint operation of the clubhouse. This point is suggested only in the brief of defendant corporation and is not raised by the pleadings. Under the circumstances, the Court is not in a position to pass upon the question.
Plaintiff's motion for summary judgment in case No. 1575-48 will be granted. Defendant's motions to dismiss and for summary judgment in said case will be denied. In case No. 2060-48 plaintiff's motion for summary judgment will be denied and defendant's motion for summary judgment will be granted.
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