Alters v. Journeymen Bricklayers Protective Ass'n

Citations

• 19 Pa. Super. 272
• 1902 Pa. Super. LEXIS 82

Syllabus

<p>Corporations — By-law-Power to make by-laws.</p> <p>The power to make reasonable by-laws consistent with its charter and not inconsistent with law, and to alter, amend, suspend or repeal the same, provided that in exercising the latter power vested rights are not interfered with, inheres in every corporation. The power is to be exercised by those in whom it is vested by the charter; but if that instrument is silent on the subject, it resides in, and is to be exercised by the corporation at large, that is to say, by the members in their constituent character at a general meeting of the corporation.</p> <p>A by-law which surrenders to the directors the exclusive power to alter or amend the by-laws is unreasonable, illegal and ultra vires.</p> <p>A by-law providing that “ no alterations or amendments shall be made to the by-laws unless proposed in writing to the board of directors and read at three successive meetings of the board of directors and adopted by a two-third vote of the members present,” should not be construed as surrendering to the directors the exclusive power to alter or amend the by-laws, but rather as conferring upon them, the right to first approve a proposed amendment before its submission to the corporation.</p> <p>In an action against a beneficial association for death benefits where nothing stands in the way of plaintiff’s recovery-, except an alleged by-law, the burden of proving the lawful adoption oE the by-law is on the defendant, and such burden is not met by the testimony of one witness that the by-law. was adopted at a meeting of the corporation, without any proof of the date of the meeting, or that the meeting was held in the lifetime of the deceased member, and without any proof of the advertisement of the meeting, or that notices thereof had been sent out.</p>