Supreme Lodge, Order of the Golden Chain v. Simering

Boyd, J., delivered the opinion of the Court. The Supreme Lodge, Order of the Golden Chain, of Baltimore City, one of the appellants, was incorporated in this State. Constitutions and by-laws were adopted for the government of the supreme and subordinate lodges of the order. Under the constitution the Maryland members of the association were only entitled to two representatives in the Supreme Lodge, but in 1896 the Legislature passed an Act, known as Chapter 331 of the Laws of that year, which the appellees claim entitles them to a representation of eight.

The appellants contend that the Act is not applicable to this association and is void for uncertainty. The Supreme Lodge meets ²⁸³ biennially, and in May, 1896, met at Atlanta, Georgia. Eight persons, including the appellees, claimed to be the regularly-elected representatives from this State, and demanded admission to the sessions of the Supreme Lodge held at Atlanta, but were refused on the ground that Maryland was only entitled to two representatives, which number the Supreme Lodge offered to admit, but that offer was not accepted. The meetings, at which were the officers of the Supreme Lodge, several past supreme commanders and one representative from each of the States of Virginia, Pennsylvania, Georgia and South Carolina, as well as one from New York, who was also an officer, lasted for several days, and on the last day the officers were elected by them — fifteen out of the twenty-three persons present being elected to office.

Six of the representatives from Maryland shortly after their return filed this bill, and afterwards another was made a party complainant. The bill alleges that the eight representatives were denied admittance to the Supreme Lodge in defiance of the laws of this State, and that the States of Georgia and Virginia were likewise denied the representation they were entitled to, and that the acts of the Supreme Lodge were illegal and void. The Court below decreed that the procéedings at the sessions at Atlanta, in refusing the complainants admission and denying them the right to vote in accordance with the Act of 1896, were contrary to law and void, and restrained and enjoined the defendants, claiming to act as officers under that election, from exercising any powers claimed by them, by virtue of said election, and from excluding any State representatives properly qualified, in accordance with the Act of 1896, from the right to vote at any of the sessions of the Supreme Lodge. The appellants contend that a Court of Equity is without jurisdiction to grant the relief given and that the Act of 1896 is void, but, if valid, does not apply to the defendant corporation.

There was no fraud proven, except in so far as it may be inferred from the conduct of the members of the Supreme Lodge in excluding the ²⁸⁴ representatives and electing themselves to the offices. Amongst other prayers in the bill was one for the appointment of a receiver pendente lite, but that was abandoned. When the question of jurisdiction is presented, we would ordinarily dispose of that before considering the other points. But inasmuch as this decree not only enjoins the individual defendants from discharging the duties of their several offices, to which they claim to have been elected at the meeting in May, 1896, but also from excluding any State representatives, properly qualified under the Act of 1896, from the right to vote at any of the sessions of the Supreme Lodge, the jurisdiction of the Court must be considered with reference to the two branches of the injunction thus granted, as the one is not necessarily disposed of by deciding the other.

We will, therefore, first determine whether the Act of 1896 is open' to the objections urged by the appellants. It' is conceded that the appellant corporation is “ a fraternal beneficiary association ” and subject to the provisions of ch. 295 of the Laws of 1894, which added Sections 143 E to 143 R, inclusive, to Art. 23 of the Code. The Act now before us added a section to be known as 143 E x to follow 143 E. Although it does not very clearly express all that it is evidently intended for, so far as the matters before us are involved, its meaning is sufficiently plain. Its primary object undoubtedly was to give subordinate organizations of such associations larger representations in the supreme bodies.

By the express terms of section 143 E every fraternal beneficiary association is required to have a representative form of government, and by the Act of 1896, any association of the description set forth in section 143 E was authorized to continue business, provided it complied with that Act (and other requirements of the laws of this State) in the supreme body, composed of State council, conclave, lodge, chapter or district representatives, who are elected by the members of the association, “ and others to the number of one-fourth or more of the entire membership of the supreme ²⁸⁵ body who are not so elected as representatives.” From Art. IV of the constitution we find that the Supreme Lodg-e of this association is composed of State representatives and other persons consisting of its officers, the chairman of the .advisory board, past supreme commanders and the originators and members of the Supreme Lodge at the date of institútion who continue in good standing in the order. Those who are not State representatives comprise more than one-fourth of the entire membership of the Supreme Lodge, and hence it would seem that this association is within the very letter of the law. It is urged at length in the answer that it was excluded from the effects of it by reason of certain proceedings in the Legislature when the bill was pending, but as the law, as passed, uses terms sufficiently comprehensive to include the Supreme Lodge of the defendant without in any way exempting it, we are not called upon to examine the terms of the bill as originally introduced or the proceedings thereunder, but must construe the one that became a law. It is also contended that this Act does not change the constitution of the defendant association.

It provides that “ no member is qualified to vote unless he is a State, council, conclave, lodge, chapter or district representative, elected by the members or their duly accredited delegates, and in computing the number of representatives to which a State or district is entitled in such supreme body, the number of members that is necessary to secure one representative shall be considered the unit of representation and the number of times the membership in any State is greater than this unit of representation is the mtmber of representatives which the State is entitled to in the supreme body.” The constitution of the defendant provides that each State is entitled to representatives in the supreme lodge as follows: “ for the first 500 members one representative; for the first 1,500 members, two representatives; for the first 4,500 members three representatives,” and for every five thousand members in excess of forty-five hundred one additional representative. It is therefore argued that there is no fixed unit and no number- ²⁸⁶ that can properly be called such unit. But the language of the statute is “ the number of members that is necessary to secure one representative shall be considered the unit of representation.” There can be no question as to what number was necessary under this constitution to secure one representative, and that number (500 in this association) is the unit of representation or basis of calculation. That unit is the divisoi', the number of xnembers in the State the dividend, and the quotient (excluding fx-actions) will be the number of representatives the State is exxtitled to.

Nor is thex*e any difficulty in ascertaining the source from which such unit can be determined. These associations are required by law to have “ a representative form of government,” and if the charters do not prescribe the basis of representatioxi the constitutions or by-laws should do so.. The statute leaves the several associations to fix the xiumber necessary for one representative, but when that is done the law determines the whole number for each State or district, according to the total membex-ship in such State or district. Being, then, of opinion that the Act of 1896 does apply to the defendant association, and it being shown that there are four thousand mexnbers in Maryland, it follows that they were entitled to eight representatives ixr the Supreme Lodge and not two, as contended by the appellants.

The members of the Supreme Lodge not only did not admit the eight representatives as required by the statute, but they totally disregarded it and elected fifteen .of their own xiumber to office. This was contrary to the express' provision of the law that provides that “ no member is qualified to vote unless he is a . . . representative elected by the members or their duly accredited delegates.” So far as the proceedings of the sessions at Atlanta show there was apparently not even a quorum, for this statute says “ a majority of the elected representatives shall constitute a quorum.” Unless the self-constituted members of the Supreme Lodge axe to have a monopoly of the offices and an unlimited control of the association, it would seem that there must and ought to be some remedy for the members. The question then ²⁸⁷ is whether the appellees have sought such as the law will afford them. That a Court of Equity has power to enjoin the individual defendants, who are members of the Supreme Lodge, from excluding any properly qualified State representatives from the right to vote at any sessions of the Supreme Lodge we have no doubt.

They hold the offices of supreme commander, vice supreme commander, past supreme commander, supreme secretary, supreme treasurer, supreme medical examiner and chairman of the advisory board, which are the principal offices of the association. All of them were present at the meeting in Atlanta and took part in the proceedings, refusing to admit the representatives from Maryland, Virginia and Georgia, in accordance with the Act of 1896, and by their answer still deny that these members have the right of representation, which we have determined they have. ‘The appellees are not seeking the aid of a Court of Equity to place them in office. They have not been elected to such offices and do not claim them, but as members and State representatives of the association, they have the right to the aid of a Court of Equity to- prohibit these officers, who have thus refused and still refuse to permit those