Louchheim v. Somerset Building & Loan Ass'n

Citations

• 25 Pa. Super. 325
• 1904 Pa. Super. LEXIS 64

Syllabus

<p>Corporations — Building associations — Officers—By-laws—Notice.</p> <p>The by-laws of a corporation upon their adoption become written into the charter, and all persons whether strangers or members who deal with the corporation are bound to take notice of the powers and duties as defined in the by-laws, of those officers of the corporation with whom they deal. This rule is particularly applicable where a party dealing with the corporation is a member, and has in his actual possession á copy of the by-laws.</p> <p>A building association is not chargeable with payments of dues made to the secretary at places other than stated meetings of the association, where it appears that the secretary had no authority either express or implied to collect dues, and it also appears that the by-laws provided that dues should be paid at stated meetings of the association and designated the persons who were to'receive them. In such a case the association is not estopped because during a period of years and in another series and with the knowledge of the directors, the member had paid his dues to the secretary without attending the meetings, which under the by-laws he was not required to attend ; nor is the association estopped because of the failure of several auditing committees to discover the falsifications which the secretary had made in the roll book to cover up his fraud.</p> <p>A member of a building association is bound to know whether he is in arrears, and has no standing to complain that the directors did not forfeit his stock at the expiration of the period fixed by the by-laws for which he was in arrears, or notify him of that which it was his duty to know.</p> <p>The first payment made by a person joining a building association fixes his status in the series then being issued, and that status is not affected by the act of the secretary in transferring the stock to another series for his own fraudulent purposes.</p> <p>Where one of two parties, who are equally innocent