
    COMMONWEALTH VS. AMERICAN PROTESTANT HALL AND LIBRARY ASSOCIATION.
    A By-law of a Hall Association, providing that only members of lodges occupying and paying rent for the building were eligible as trustees, is not unreasonable.
    Error to Common Pleas No. 1, of Philadelphia County. No. 246, January Term, 1880.
    The American Protestant Association, an organization having subordinate lodges acting under charters granted by the Grand Lodge of the State of Pennsylvania, which, in turn, received its charter from the Grand Lodge of the United States. Certain members of this organization, resident in Philadelphia, were incorporated as The American Protestant Hall and Library Association, for the purpose of providing a hall and library for the accommodation of the lodges and use of the members of The American Protestant Association.
    The corporation is a joint-stock company, with an authorized capital of one hundred thousand dollars ($100,000), the ownership of wrhich is restricted to two classes of stockholders, namely : 1. Members of The American Protestant Association; and 2. Other Protestants. The government of the association, the management of its affairs and the disposition of its property, is, by the charter, vested in a board of trustees to be elected by the stockholders; no person is eligible as a trustee who is not a member of the American Protestant Association, in good standing, and the number of trustees is two from each lodge of The American Protestant Association. The trustees have power to make by-laws not repugnant to this constitution.
    The first board of trustees elected by the general body of stockholders, made by-laws for the government of the association, which practically placed it under the control of such lodges of The American Protestant Association as owned its stock, most, if not quite all of which, has always been held by lodges. These by-laws give such lodges power to send two of its members in good standing as trustees, but one of them (Art. XIV), is to the effect that no trustee shall be selected from any lodge which does not meet in the hall of defendant corporation, and pay rent and dues thereto.
    The Mt. Sinai Lodge owns fifty (50) shares of the defendant’s stock, and is entitled to $328.51, paid in under article IV of by-laws. Two of its members in good standing, were elected trustees in the mode prescribed by the by-laws, but were denied admission to the board by the defendant, on Ihe ground as alleged in the answer that plaintiff lodge did not meet in the hall and pay dues, as required by said Article XIV of the. by-laws, as follows :
    “Article XIV, Sec. 2. To continue membership in this “association it is requisite :
    ' “1. That the lodge claiming representation in the board of “trustees shall be in legal connection with the Grand Lodge of “The American Protestant Association of Pennsylvania.”
    “2. That they shall occupy one of the rooms of - the hall; “and 3. That regular quarterly payments of rents and dues “be made.”
    “Section 4. Any lodge which shall neglect or refuse to pay “their rent, or percentage, .for a period of six months, shall “forfeit their right to send representatives to the association, “and also forfeit the use of the room occupied by them.”
    The Mt. Sinai Lodge No. 63 of the American Protestant Association then applied for a mandamus to compel the Plall Association to admit James Thompson and William Spence into the board of trustees. The Plall Association made answer that the relator did not comply with the By-law Xo. XIV referred to. The Mt. Sinai Lodge then demurred, and the Court overruled the demurrer and dismissed the application for, the mandamus. . The plaintiff then took this writ of error, complaining of the refusal of the Court to grant the mandamus prayed for, and dismissing the petition.
    E. R. Smithers, Esq., for plaintiff in error,
    argued that Article XIV of the by-laws was repugnant to the charter and is therefore void, (Rex vs. Cutbush, 4 Burrows, 2204). 1st. Because it narrows the' number of those eligible to the office of trustee; 2 Kvd on Corporations, 24; Grant on Corporations, 81; Cooley on Constitutional Limitations, 82 and 219; Angell and Ames on Corporations, Sec. 343; Lee vs. Wallis, 1 Lord Kenyon 292; Rex vs. Attwood, 1 Neville & Manning, 286; Rex vs. Bumstead, 2 B. & Adolp, 699; Rex vs. Spencer, 3 Burrows, 1827; Rex vs. Tappenden, 3 East, 186; Rex vs. Timwell, 3 Douglass, 207; Tucker vs. Rex, 3 Bro. P. S., 304.
    2nd. Because the by-law in question is virtually a law of ■expulsion, which, in corporations holding property, cannot be •exercised unless especially conferred by the charter; Angell & Ames on Corporations, Sections 410-412; Evans vs. Philadelphia Club, 50 Pa., 107; Colter vs. Doty, 5 Ohio, 395. And this can only be done after a trial, Rex vs. Liperpool, 2 Burrows, 723; Commonwealth vs. Penna. Benf. Sec., 2, S. & R., 141; Commonwealth vs. German Society, 15, Pa„ 271; Diligent Fire Co. vs. Commonwealth, 75 Pa., 291. The Corporations at large may make by-laws delegating the power of electing officers and members to a select body; Angell and Ames on Corporations, Sect. 118 ; Corporations Case, 4 Coke Rep., 77 & 78; Rex vs. Ashwell, 12 East, 22; Rex vs. Bird, 13 East, 367; Rex vs. Westwood, 2 Dow & Clark, 21 ; Regina vs. Powell, 3 El. & Bl., 377. And the, by-laws may narrow the number of electors; Commonwealth vs. Cain, 5 S. & R., 510 ; Rex vs. Atwood, 4 B. & Ad., 502.
    H. Mann and G. W. Thorn, Esqrs.,
    for defendant in error, argued that the by-laws under which plaintiff claims to elect two trustees is repugnant to-the constitution because it narrows the number' of the eligible, and the same authorities cited by plaintiff will show that they have no standing. But the ' bylaw, Section XIV, was good ; Corporations Case, 4 Coke, 77 ; City of London vs. Vanacer, 1 Ld. Raymond, 496 ; Commonwealth vs. Cain, 5 S. & R., 510. The complainants were not expelled but they were only deprived of certain privileges while they did not make payments as provided by the by-law.
    A similar case was Commonwealth vs. Cain, 5 S. & R., 510, where it was held, that a by-law of a church, providing that, no member whose pew rent was in arrear for more than two' years should vote for office, was valid.
    E. P. Smithers, in repty to the argument that the by-law under which complainants lodge sought to elect two trustees was invalid, cited Rex vs. Faversham, 7 Term Reports, 352 ; Rogers vs. Jones, 1 Wend., 260. A by-law claiming to be for the general good is invalid if opposed to the charter.
   The Supreme Court affirmed the judgment of the Common Pleas on February 2nd, 1881, in the following opinion :

Per Curiam :

Without stopping to inquire whether the relators showed a good title under the charter, we think that the by-law complained of was a reasonable one requiring only the fulfillment of charter obligations in the persons chosen as trustees, and the case falls entirely within the general principle decided in Commonwealth vs. Cain, 5 S. & R., 510.

Judgment affirmed.  