plaint was well or ill founded. It may have been entirely trivial and causeless, but it was one which Cathcart [the accusing member] could make, and which the complaint committee and the board of managers had the right to entertain and examine. It cannot be assumed that they would make an unjust, arbitrary or wrong decision. The presumption is that the board of managers, composed of impartial men, acquainted with business practices and the standards of commercial honor, would decide the question fairly and dismiss the complaint if it was made from improper motives and without sufficient cause." When, therefore, the committee had the power of expulsion "in case the conduct of any member, either in or out of the club house, shall, in the opinion of the committee, be injurious to the character and interests of the club, the committee shall be empowered to recommend such member to resign," etc., it was held by the same eminent equity judge, that the question for decision was not whether the conduct of the member was really injurious, but whether it was injurious in the opinion of the committee; for "then all that the court requires is that the committee should form their opinion in a bona fide way. There is no power in this court to control the judgment or opinion of the committee." 2 Another statement of the rule was made by Brett, L. J., in a more recent case involving the question. He said: "The only question which a court can properly consider is whether the members of the club, under such circumstances, have acted ultra vires or not, and it seems to me the only questions which the court can properly entertain for that purpose are, whether anything has been done which is contrary to natural justice, although it is within the rules of a club,- in other words, whether the rules of the club are contrary to natural justice; secondly, whether a person who has not condoned the departure from them has acted contrary to the rules of the club, and thirdly, whether the decision of the club has been come to bona fide or not. Unless one of these charges can be made out by those who come before the court, the court has no power to interfere with what has been done." 3 It has been reasoned in the same strain, that the judicial courts are no places to review routine questions as to the regularity of a committee appointed to investigate charges against an expelled member. The relator having been before a committee claiming to be regular, and not shown to be otherwise, should have made his formal objections there; and it will be presumed that, if the proceedings before the committee were not according to the usages

1 Hurst v. New York Produce Exchange, 100 N. Y. 605, mem.; s. c. in full, 1 Cent. Rep. 260, opinion by Earl, J.

2 Richardson-Gardner v. Fremantle, 24 L. T. (N. 8.) 81.

3 Dawkins v. Antrobus, 17 Ch. Div.

615, 630.

of the society, they would not have been sanctioned by the society.1 In Wisconsin, it has been regarded as doubtful, to say the least, whether in such a case the court will look into the testimony for such a purpose, though the question was not decided.2 In like manner, it has been said by an eminent American judge: "Voluntary bodies of this kind will be held to the fair and honest administration of the rules which are in force when any proceeding is instituted against a member; but where the member is expelled in conformity with the rules, and proceedings are regular and in good faith, it is final, and no judicial tribunal can interfere." 3 "We have to consider," said Cotton, L. J., "first, whether the action of the committee and of the general board was authorized by any rule, that is to say, whether it was within the terms of the rule, and whether it was regular; and, secondly, if these questions are answered adversely to the appellant, whether it has been made out to the court that the proceedings were not in the bona fide, honest exercise of the powers given by the rule, but maliciously and fraudulently." In a case in New York, the court reason that, in the case of an unincorporated mining stock board, not a joint-stock company within the statutes of the State, but to be regarded as a mere voluntary association, a membership cannot be regarded as a franchise; and that, this being so, in order to enable a member threatened with suspension to appeal to equity for an injunction, he must show that the proceedings of the board, or of the quorum of the board of which he complains, were fraudulent or corrupt, or the result of a fraudulent conspiracy to deprive him of his rights in the board.5 It is believed that there is no substantial difference - at least in the conception of American courts — between the case where the remedy is sought in equity by an injunction, and the case where it sought at law by a mandamus, in respect of the principles upon which relief is accorded or denied; though the judicial expressions of the principle differ somewhat. It is said in Pennsylvania, in a proceeding by mandamus, that "the courts entertain a jurisdiction to preserve these tribunals [meaning corporations or the judicatories of corporations] in the line of order, and to correct abuses; but they do not inquire into the merits of what has passed in rem judicatam, in a regular course of proceedings." 6

1 People v. St. George's Society,

28 Mich. 261.

2 State v. Milwaukee Chamber of Commerce, 47 Wis. 670, 682.

3 White v. Brownell, 2 Daly (N. Y.), 329, 359, per Daly, J.

4 Dawkins v. Antrobus, 17 Ch. Div. 615, 633.

Rorke v. Russell, 2 Lans. (N. Y.) 244, Ingraham, J., dissenting.

Com. v. German Soc., 15 Pa. St. 251, 255; Com. v. Pike Beneficial Soc., 8 Watts & S. (Pa.) 247, 250. See also Black & White Smiths' Soc. v. Van Dyke, 2 Whart. (Pa.) 309; s. c. 30 Am. Dec. 263. Leech v. Harris, 2 Brews. (Pa.) 571.

§ 914. Principles on which Courts Proceed. Courts of equity entertain a jurisdiction in the case of voluntary unincorporated societies, to hold such societies or their judicatories, in dealing with their members, within the lines of their constitutions, by-laws or other regulations, and to see that they exercise their powers fairly and in good faith; but they do not inquire into the merits of what has passed in rem judicatam, in the regular course of their proceedings. It is but another statement of this principle to say that courts of equity do not sit as courts of appeal from such societies or their judicatories in such cases.? Nor will they interfere with their decisions on the mere ground that they are deemed unreasonable. On the other hand, the courts will not interfere to enforce the decrees of the judicatories of self-constituted societies, even where property rights are involved. Courts of law have frequently applied the same

1 Leech v. Harris, 2 Brewst. (Pa.) 571, 576; Com. v. Pike Beneficial Society, 8 Watts & S. 247; Black & White Smiths' Society v. Vandyke, 2 Whart. (Pa.) 309; 8. c. 30. Am. Dec. 263; Society for the Visitation of the Sick v. Com., 52 Pa. St. 125; Rorke v. Russell, 2 Lans. (N. Y.) 244; Powell v. Abbott, 9 Week. Notes of Cas. (Pa.) 231 (Philadelphia Court of Common Pleas); Hutchinson v. Lawrence, 67 How. Pr. (N. Y.) 89, 41; Richardson-Gardner v. Fremantle, 24 L. T. (N. s.) 81; Hopkinson v. Marquis of Exeter, L. R. 5 Eq. 63; Burt v. Grand Lodge, 44 Mich. 208; White v. Brownell, 2 Daly (N. Y.), 229, 359; Manby v. Gresham Life Assurance Society, 29 Beav. 439, 445; Blisset v. Daniel, 10 Hare, 493; Dawkins v. Antrobus, 17 Ch. Div. 615. See also People v. New York Cotton Exchange, 8 Hun (N. Y.), 216; State v. Milwaukee Chamber of Commerce, 47 Wis. 670, 682 (doubted whether the court will look into the evidence on which the society acted). In Otto v. Tailors' &c. Union, 75 Cal. 308, 314, which was a proceeding by "mandate" corresponding to mandamus, it was laid down that courts have no

right to interfere with the decisions of voluntary societies except in the following cases: 1. If the decision arrived at was contrary to natural justice, such as the member not having an opportunity to explain his conduct. 2. If the rules of the society have not been observed. 3. If the action of the society was malicious and not bona fide. These conclusions are well supported by several of the preceding cases. The same principle is pursued by courts of equity, in exercising their visitorial power over charitable corporations. Thus, Lord Eldon restored a schoolmaster who had been removed by a corporation through what was an abuse of their discretion, if not a corrupt exercise of it. Dummer v. Corporation of Chippenham, 14 Ves. 245, 252, 253.

2 Dawkins v. Antrobus, 17 Ch. Div. 615, 634.

s Ibid.

4 Lloyd v. Loaring, 6 Ves. 773.

Austin v. Searing, 16 N. Y. 112. There are cases which go to the length of holding that the judicial courts will not interfere under any circumstances. People v. Board of Trade, 80 Ill. 136

principle, in dealing with incorporated societies. If a member has been expelled according to the regular course of the proceedings of the society, as laid down by its rules, and without a deprivation of any of the rights stated in preceding sections, the courts will not, in a proceeding by mandamus, inquire into the merits of the sentence of expulsion. The same principle is applied in courts of law, where an expelled member of a benevolent society brings an action to recover allowances granted to disabled members,2 or where the member has died during the period of suspension, and the beneficiary named in his benefit certificate brings an action thereon against the society. On the same principle, it has been reasoned that the judicial courts will not review the routine questions which may arise in proceedings to investigate charges against a member, as, for instance, the regularity of the appointment of a committee."

§ 915. Further of this Subject. In such proceedings, the courts conclusively presume that the member knows the obligations resulting from the charter,5 the by-laws, or other rules of the society. They will not, therefore, grant equitable relief on the ground of the mistake of both parties, as to the construction of the charter.8

§ 916. Contract to Exercise Judgment Bona Fide. - The principle of all these decisions is, that when a man joins a club he enters into a contract with other members of the club, to be gov erned by certain existing rules of the club and by rules established in a certain prescribed manner; and where a rule of the club exists, allowing a given majority of the members, or of the governing board of the club, to expel him upon a conclusion arrived at by them that his expul

(denied in State v. Milwaukee Chamber of Commerce, 47 Wis. 670); State v. Grand Lodge, 8 Mo. App. 148, 153. But the weight of authority is as stated in the text.

1 Com. v. Pike Beneficial Society, 8 Watts & S. (Pa.) 247, 250; Com. v. German Society, 15 Pa. St. 251, 255 (recognized).

2 Black & White Smiths' Society v. Van Dyke, 2 Whart. (Pa.) 309; s. c. 30 Am. Dec. 263.

3 Karcher v. Supreme Lodge, 137 Mass. 368.

4 People v. St. George's Society, 28 Mich. 261.

Chesapeake &c. Canal Co. v. Dulany, 4 Cranch C. C. (U. S.) 85. Palmyra v. Morton, 25 Mo. 593; post, § 941.

Raggett v. Musgrave, 5 Car. & P. 556.

& Chesapeake &c. Canal Co. v. Dulaney, supra.

sion is required by the interest of the club, this amounts to nothing more than a contract with him, on the part of the other members of the club, that the club or the governing committee, in deciding upon the question of his expulsion, may exercise their judgment bona fide; and where they exercise their judgment bona fide, a court of justice cannot interfere, although they may plainly exercise it wrongly. The reason is plain. They, by their contract, have appointed a certain tribunal, whose judgment is to be exercised and is to be conclusive. If a court of justice substitutes in the place of the judgment of this tribunal its own judgment, does it not make a new and different contract for the parties from the one which they have made for themselves? A very apt illustration of the principle is found in a case decided by that learned and experienced judge, Sir John Romilly, M. R., in 1861. A bill in equity alleged that the plaintiff effected a life policy in the office of the defendant company, at an extra premium, and that by the prospectus, the life might, from time to time, be re-examined, and the "society being satisfied" of the removal of the cause for charging the extra premium would reduce it. The directors having bona fide exercised their discretion, refused to revise the premium. It was held, on demurrer to a bill, that the court could not interfere in favor of the plaintiff, although the assured had become " thoroughly healthy and sound.” The Master of the Rolls said: "If the defendants have erroneously exercised their judgment in this case, I regret that the plaintiff can have no redress; but I think it is impossible for this court to interfere with the judgment of the directors, bona fide exercised. According to the contract alleged, the society contract that they will, in a certain event, namely, of the improvement of the life of the assured, exercise their judgment bona fide; and if they should be of opinion that it is proper, they will reduce the premium to that on an ordinary life. The plaintiff says, that he has furnished the directors with evidence that the assured is now in perfect health, but they are not satisfied of the fact. The defendant's case is, that they had, bona fide exercised their judgment, and are of opinion that the plaintiff has not fulfilled the condition. Thus the plaintiff says he has, while they say he has not. It is impossible for this court to hold that the directors have exercised their judgment erroneously, and to exercise it in their place. The contract being that the directors will, bona fide, do what is right between the insurer and the shareholders, it is clear this court cannot interfere; if it did it would be making a new contract for the parties, and subjecting them to stipulations which they never entered into, and never intended to enter into." 1

Manby v. Gresham Life Ass. Soc., 29 Beav. 439, 445.