§ 334. Dissolution.-The relation of members of a voluntary unincorporated association is ordinarily such as to justify a court of equity, in order to settle their disputes respecting the distribution of a common fund, to treat them as partners. In case of violent dissentions and irreconcilable differences among the members, judgment will be rendered at the suit of one or more members against all the others, dissolving the association.2 But a suit will not be entertained for such a purpose upon mere proof of differences of opinion, bad temper, the ordinary disputes common to such societies; nor upon proof of injuries or injustice sustained by one member, through the action or vote of the society, if he has another remedy. Where a voluntary association voted to transfer its funds to another society, appointed a committee to make the transfer, and ceased to meet for five years, it was held to be dissolved.5 And excluding a member from the privileges of membership, or one elected an officer from the exercise of his office, may be ground for decreeing a dissolution.6

1 Butterfield v. Beardsley, 28 Mich. 412; and see Mann v. Butler, 2 Barb. Ch. 362. Compare Brown v. Dale, Law R. 9 Ch. Div. 78; 25 Eng. R. 776.

2 Lafond v. Deems, 52 How. Pr. 41; 1 Abb. N. C. 318. Compare S. C. 8 Abb. N. C. 344; Howell v. Harvey, 5 Ark. 278; Durbin v. Barber, 14 Ohio, 315.

3 Fischer v. Raab, 57 How. Pr. 87.

4 Fischer v. Raab, 57 How. Pr. 87; Lafond v. Deems, 8 Abb. N. C. 344.

5 Penfield v. Skinner, 11 Vt. 296. Compare Strickland v. Prichard, 37 id. 324.

6 See Gorham v. Russell, 14 Cal. 531; 18 id. 688; Berry v. Cross, 3 Sand. Ch. 1. If the articles fix a definite time for the continuance of the association, the members cannot dissolve before that time, except by unanimous consent: Von Schmidt v. Huntington, 1 Cal. 55.

§ 335. Expulsion of members.-The members of a voluntary association must be held to their contract, as expressed in the constitution, by-laws, or rules of the association. If the rules provide for expulsion upon certain grounds, and direct a mode of proceeding before a committee or tribunal of the association to ascertain

whether in a given case such grounds exist, a member cannot, when they are invoked against himself, resort to a court of justice to prevent them from being put in force.2 By-laws, whether they are reasonable or not, bind the members of a voluntary association. But by-laws must not be inconsistent with the general municipal law; and when a member refuses to submit to the ceremony of expulsion established by the association, which ceremony involves a battery, it cannot be lawfully inflicted, although warranted by the by-laws. So an injunction will be allowed, in a proper case, to restrain the unlawful expulsion of a member for alleged violation of rules; provided, the complainant has no remedy under the constitution and by-laws of the association itself, which has not been exhausted. And a clear case of injustice must be shown to justify the interference of the courts to review the proceedings of an association for the expulsion of a member.3

1 Lafond v. Deems, 52 How. Pr. 41; 1 Abb. N. C. 318; and see Hopkinson v. Marquis of Exeter, Law R. 5 Eq. Cas. 63.

2 White v. Brownell, 3 Abb. Pr. N. S. 318; 4 id. 162; 2 Daly, 329.

3 Elsas v. Alford, 1 City Court R. (N. Y.) 123.

4 State v. Williams, 75 No. Car. 134.

5 State v. Williams, 75 No. Car. 134. 6 Leach v. Harris, 2 Brews. 571.

7 Olery v. Brown, 51 How. Pr. 92.

8 People v. St. George's Society, 28 Mich. 261. Compare Savannah Cotton Exchange v. State, 54 Ga. 668; Hopkinson v. Marquis of Exeter, Law R. 5 Eq. 63.

§ 336. Clubs.-English clubs or societies, not constituted for any purposes of profit, are not partnerships;1 and the members are not partners even as against third persons.2 Nor are such clubs to be deemed “companies" within the joint-stock companies' winding-up acts. If liabilities attach to any of their members, it is by reason of the acts of such members themselves, or of the acts of their agents. It is however held, in this country, that where persons form themselves into a club or association for social and recreative purposes, and assume a name under which they incur liabilities, the members thereof

become jointly liable for any indebtedness thus incurred." The sale of liquor to its members by an unincorporated club or association, formed to promote social and literary objects, subjects it to revenue tax as a retail dealer, and renders the club, or any member thereof, criminally liable in case of failure to pay such tax.®

1 Flemyng v. Hector, 2 Mees. & W. 172; § 325, ante. Compare Delanney v. Strickland, 2 Stark. 416.

2 Flemyng v. Hector, 2 Mees. & W. 172.

3 Re St. James' Club, 2 De Gex, M. & G. 383; 13 Eng. L. & Eq. 589. 4 Cockerell v. Ancompte, 2 Com. B. N. S. 440; 40 Eng. L. & Eq. 279; and see Wood v. Finch, 2 Fost. & F. 447; Todd v. Emly, 8 Mees. & W. 505; Coldicott v. Griffiths, 8 Exch. 898.

5 Park v. Spaulding, 10 Hun, 128. Compare Ebbinghousen v. Worth Club, 4 Abb. N. C. 300. As to the formation of clubs for social and recreative purposes under the New York statute: see Laws of 1865, ch. 368; amended Laws of 1870, ch. 668.

6 United States v. Wittig, 22 Int. Rev. Rec. 98; 2 Low. Dec. 466; and see Martin v. State, 59 Ala. 34; Rickart v. People, 79 Ill. 85.

§ 337. Joint-stock companies.-A joint-stock company is a quasi partnership, invested by statutes in England, and in many of the states of the Union, with some of the privileges of a corporation. Thus, the effect of the New York statutes relative to joint-stock companies is,2 to give them all the qualities or attributes of corporations, except the right to have and use a common seal. But no greater formalities for the formation of such companies or associations are required, as it respects membership, than for the formation of ordinary partnerships.* It is not even necessary that there should be any subscription to such association in writing by the members thereof.5 And a certificate of stock is not necessary to constitute one a member of such association. But where the interest of a member is represented by such certificate, he can sell and transfer it by a simple indorsement." The association may be sued by one of its members in the same manner as a corporation; and it is properly sued in the name of its president. The association may sue in the name of its president, and it has the same capacity to sue in a court of the United States as has a

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state corporation.10 Proceedings for dissolution, in cases of insolvency, are to be conducted substantially according to the methods employed in the case of insolvent corporations.11 The words "joint-stock company," as used in the statutes of Massachusetts, refer to companies organized under general laws as corporations.12 They describe a partnership made up of many persons acting under articles of association for the purpose of carrying on a particular business, and having a capital stock divided into shares transferable at the pleasure of the holder. 13 Persons associating themselves together to form a joint-stock company, under the Maine statute, must obtain the certificate of the attorney-general; 1 otherwise, they do not become a corporation.15 An English joint-stock company is held to be a corporation in this country; 16 and such corporations, whether organized under the laws of a state of the Union, or a foreign government, may be taxed in another state for the privilege of conducting their corporate business within the latter.17 It has, however, been held, that a joint-stock company formed under the New York statutes is not a corporation, and that its members may be sued as partners in another state.18 In a joint company, the presumption is, that the executors of a deceased shareholder succeed to the full liability, as well as to the rights of their testator. 19

1 See 1 Bouv. Dict. 757; 1 Pars. Cont. 121; Liverpool Ins. Co. v. Massachusetts, 10 Wall. 566; Womersley v. Merritt, Law R. 4 Eq. 695. 2 Laws of 1849, ch. 258; id. 1851, ch. 455; id. 1853, ch. 153.

3 Waterbury v. Merchants' etc. Express Co. 3 Abb. Pr. N. S. 163; 50 Barb. 157.

4 National Bank v. Van Derwerker, 74 N. Y. 234.

5 National Bank v. Van Derwerker, 74 N. Y. 234.

6 Farrar v. Walker, 3 Dill. 506, note.

7 Waterbury v. Merchants' etc. Express Co. 3 Abb. Pr. N. S. 163;

50 Barb. 157.

8 Westcott v. Fargo, 61 N. Y. 542; 19 Am. R. 300; Saltsman v. Shults, 14 Hun, 256; Shaw v. Cock, 12 id. 173.

9 National Bank r. Van Derwerker, 74 N. Y. 234; and see Schmidt . Gunther, 5 Daly, 452; Corning v. Greene, 23 Barb. 33.

10 Fargo v. McVicker, 55 Barb. 437.

11 Waterbury v. Merchants' etc. Express Co. 3 Abb. Pr. N. S. 163; 50 Barb. 157.

12 Att.-Gen. v. Insurance Co. 121 Mass. 524.

13 Att.-Gen. v. Insurance Co. 121 Mass. 524; Bodwell v. Eastınan, 106 Id. 525.

14 Rev. Stat. ch. 48.

15 Richmond etc. Assoc. v. Clark, 61 Me. 351.

16 Liverpool Ins. Co. v. Massachusetts, 10 Wall. 566.

17 Liverpool Ins. Co. v. Massachusetts, 10 Wall. 566; 100 Mass. 521. 18 Boston etc. R. R. Co. r. Pearson, 128 Mass. 445; Taft v. Ward, 106 id. 518; Frost v. Walker, 60 Me. 468.

19 Re Agriculturist Cattle Ins. Co. Law R. 5 Ch. 725.

§ 338. Benefit societies.-The purpose of benefit or friendly societies is not business, trade, or profit, but the benefit and protection of their members, as provided for in the constitution and by-laws. Such societies are not insurance companies,2 nor are they to be regarded as institutions of public charity. And a voluntary associa tion formed for the benefit and protection of its members, but having no power to compel payment of dues, and whose right of membership ceases upon a failure to pay annual subscriptions, is not a partnership.4 In England, and in many of the states, such societies are regulated by statute; and their purposes and objects are mainly determined by the provisions of the special acts relating to them. A corporation for business purposes, having in view the pecuniary profit of its members, is not within a statute providing for the incorporation of benevolent societies. And a society whose main purpose is the relief of sick, disabled, and aged members, and the burial of dead members, but which adds thereto the propagation and maintenance of trades unionism, is not a friendly society.8 But the constitution and by-laws should have a liberal interpretation, for the purpose of promoting the general objects of the society; and therefore, a corporation having in view the welfare of its members, and particularly their relief in times of sickness and distress, may extend its benefits to the families of its members, and make provision for the widows of deceased members. 10 And power BOONE CORP.-14.