Lovell v. Women's Pennsylvania Society for Prevention of Cruelty to Animals

Citations

• 235 Pa. 601
• 84 A. 518
• 1912 Pa. LEXIS 597

Syllabus

<p>Corporations — By-laws—Officers■—Legislative charter.</p> <p>A corporation organized under a legislative charter and having as its object a purpose in which the public alone was interested was given by its charter power to make by-laws “for electing its officers and members, and for the general regulation and management of its affairs.” The charter also provided that the incorporators should meet and “elect a president, ten vice presidents, a recording secretary, a corresponding secretary, and t'wenty-four persons who shall form a board of managers; all of these officers shall constitute an executive committee, and in them shall be vested the control and management of the affairs of the said corporation, and the executive committee may appoint such other officers as may be necessary for the transaction of the business of the society.” The corporation adopted a by-law which provided thaf “the business of the society shall be administered by a president, ten vice presidents to represent the city of Philadelphia, and one, or as many more as may be considered desirable, for each county in the state.” The by-law further provided for the election of the other officers prescribed by the charter, and concluded with the words “who together shall constitute an executive committee.” After the adoption of the by-laws the corporation increased the number of its vice presidents from ten to twenty-two, twelve of these representing different counties in the state. Held, (1) that all of the vice presidents thus increased in number were members of the executive committee and entitled to vote at its meetings; (2) that the provision in the charter giving the executive committee power to appoint other officers than those enumerated in the charter was sufficient to sustain the by-law and to authorize an increase in the number of vice presidents; (3) that there was no intent shown by the legislature to make a distinction among the vice presidents, and that therefore they were all entit