Hogan v. Pacific Endowment League

Citations

• 99 Cal. 248
• 33 P. 924
• 1893 Cal. LEXIS 648

Syllabus

<p>Endowment Association—Oontbaots—Remedy fob Bbeaoh.—An unincorporated endowment association is the creature of contract, and must be governed by the law of contracts, and the obligations of its contracts for the payment of money, or for the security of any other right of property, are as sacred as those of any other contract, and a breach thereof will he remedied by the courts.</p> <p>Id.—Articles of Association—Fundamental Law—Validity of Amendments— Unanimous Consent.—The written articles of association of an unincorporated endowment league constitute a contract by which the duties of its officers and members and the scope of its business are to be regulated, and bear to it the same relation that a charter bears to an incorporated society, and constitutes its fundamental law, in accordance with which all subsequent by-laws, regulations, and amendments must be made, and no change or amendment can he made to impair the obligation of the original contract without the consent of all the members to be affected thereby.</p> <p>Id.—Amendment to Equalize Payments:—The fact that the articles of associar tion constituting the contract do not operate equally upon the individual members, confers no authority upon the directors to change or amend the articles for the purpose of “equalization of payments,” or other burdens imposed by the original compact, otherwise than authorized by the original articles.</p> <p>Id. — Power to Enact Laws—Construction of Article — Limitation of Poweb. — An article conferring upon the board of directors the power “to enact laws for the government of the league must be understood as limiting the power by the laws of the land with reference to which the article must be construed, and does not imply consent of all the members for the enactment of laws impairing the obligation of the contract embodied in the original articles.</p> <p>Id. — Contract to Pay Coupons—Unauthorized Chanoe of By-laws.—Where the original articles of association provided t