11/12/2024
DA 23-0504 Case Number: DA 23-0504
IN THE SUPREME COURT OF THE STATE OF MONTANA 2024 MT 264
D.A. DAVIDSON & CO,
Plaintiff,
v.
DONALD SLAYBAUGH on behalf and for the benefit of THE WHITEFISH MASONIC LODGE 64 and GRAND LODGE OF AF & AM OF MONTANA,
Defendants.
GRAND LODGE OF AF & AM OF MONTANA,
Cross-Plaintiff and Appellee,
DONALD SLAYBAUGH, on behalf of and for the benefit of THE WHITEFISH MASONIC LODGE 64,
Cross-Defendant and Appellant.
DONALD SLAYBAUGH, on behalf of and for the benefit of THE WHITEFISH MASONIC LODGE 64,
Cross-Claimant and Appellant,
Cross-Defendant and Appellee.
APPEAL FROM: District Court of the Eleventh Judicial District, In and For the County of Flathead, Cause No. DV-2021-669D Honorable Dan Wilson, Presiding Judge COUNSEL OF RECORD:
For Appellants:
Sean S. Frampton, Frampton Purdy Law Firm, Whitefish, Montana
For Appellee Grand Lodge AF & AM Montana:
G. Patrick HagEstad, David J. HagEstad, Attorneys at Law, Missoula, Montana
Kirk D. Evenson, Marra, Evenson & Levine, PC, Great Falls, Montana
Submitted on Briefs: May 8, 2024
Decided: November 12, 2024
Filed:
if-6tA--#f __________________________________________ Clerk
2 Justice Jim Rice delivered the Opinion of the Court.
¶1 Donald Slaybaugh (Slaybaugh) appeals an Order granting summary judgment to the
Grand Lodge of Ancient Free and Accepted Masons of Montana (Grand Lodge), entered
by the Eleventh Judicial District Court, Flathead County. The Order dismissed cross claims
filed by Slaybaugh in an interpleader action brought by D.A. Davidson & Co. (D.A.
Davidson), a dismissed party not present in this appeal. Slaybaugh argues the District
Court erred by determining he lacked standing to bring claims against Grand Lodge in
place of Whitefish Lodge 64 (Whitefish Lodge), on behalf of Whitefish Lodge, and in his
individual capacity.
¶2 We consider the following issue:
Whether Slaybaugh has standing to bring a claim against Grand Lodge for its revocation of Whitefish Lodge’s charter and purported conversion of Whitefish Lodge’s assets.
We affirm.
FACTUAL AND PROCEDURAL BACKGROUND
¶3 According to the summary judgment record, Grand Lodge is Montana’s Masonic
chapter, headquartered in Helena. Grand Lodge is a nonprofit corporation, is the supreme
Masonic authority in Montana, and is vested with all legislative, executive, and judicial
powers regarding the organization, defined and limited only by the provisions of its own
Constitution and Code.1 See Const. § 310. The Constitution and Code provide a system
1 A copy of the Constitution and Code of Statutes of the Grand Lodge of Ancient Free and Accepted Masons of Montana (2019-2020) was provided to this Court as Appendix E to Appellee’s Response Brief and is part of the record herein. References to the “Constitution” (“Const.”) or “Code” concern this specific document and its terms. 3 of jurisprudence, including procedures for trial and appeal. See Const. §§ 5020(B), 5070;
Code §§ 23030, 35030, 43010, et. seq. Additional authority of Grand Lodge includes:
A. To enforce discipline upon Masons and lodges; B. To decide all controversies between any of the lodges or between one of them and a member or members of another lodge and review all matter of controversy or discipline which may have arisen in any lodge and over which the lodge has not retained original jurisdiction; C. To charge fees to and levy assessments upon lodges; D. To revoke the charter of a lodge; and E. To take possession of a lodge’s funds and property of every kind within three months of the suspension or revocation of the lodge’s charter.
See Code §§ 320; 330; 360; 6010; 6020; 22050; 22070. Grand Lodge holds one meeting
per year, which is called a “Communication.” During the intervals between each annual
Communication, the Grand Master possesses all Grand Lodge’s “executive powers except
granting of charters.” Const. § 350. Only Grand Lodge itself, at a Communication, can
reverse or modify the decisions of the Grand Master. Const. § 350.
¶4 There are several member lodges within the state that are chartered as associated
lodges of Grand Lodge. Member lodges are also bound to the Constitution and Code of
Grand Lodge. One such member lodge was Whitefish Lodge, which was chartered in 1906.
Slaybaugh was a longtime member of Whitefish Lodge.
¶5 In 1997, Whitefish Lodge sold its Masonic Temple building in downtown Whitefish
and deposited a sum of money into an account at Whitefish Credit Union. In 2013, the
Lodge’s funds were transferred to an investment account at D.A. Davidson. After the
money was transferred, Whitefish Lodge appointed Slaybaugh as the named representative
on the account and to oversee investment of the funds. Thereafter, Whitefish Lodge
conducted business as usual, using the funds within the D.A. Davidson account to make 4 various donations to organizations within Flathead County, as well as to fund other
investments.
¶6 In January 2020, James Blystone, who held the office of Worshipful Master and
thus was the head of Whitefish Lodge, wrote an open letter to its members. Therein, he
ordered several actions be taken, including that a check for $10,000 be sent to the Whitefish
Christian Academy as a donation. He also ordered that “[e]ffective immediately, only
elected officers ([Worshipful Master, Senior Warden, Junior Warden]) are the only
individuals authorized to direct the lodge’s investment account” and that “[a]ll other lodge
members need to be removed from any signing authority on the account.” He ordered the
sale of stock held by the account, and a review of the account by a third party. Lastly, he
advised the membership that he would be “demitting”—or resigning his Whitefish Lodge
membership—and directed the Secretary to prepare his demit paperwork. Slaybaugh was
apparently concerned that Whitefish Lodge membership was not fully informed about the
donation to Whitefish Christian Academy, including that a child of a Whitefish Lodge
Officer attended Whitefish Christian Academy. Thus, in response to the actions ordered
by Worshipful Master Blystone, Slaybaugh emailed a copy of Blystone’s letter to the
Grand Master, head of Grand Lodge.
¶7 In response to Slaybaugh’s email, the Grand Master met with the membership of
Whitefish Lodge, after which he issued charges against the Lodge, arrested its charter, and
exerted control of Whitefish Lodge’s records and assets pending investigation. The
charges issued by the Grand Master included disobedience of the Code, “[d]isregard of
lawful authority of the Grand Master,” and “neglect of the ancient and recognized usages 5 of the craft.” Following the arrest of the charter, every officer of Whitefish Lodge demitted,
and Grand Lodge commenced its investigation.
¶8 The investigation committee determined, among other things, that Whitefish Lodge
had only 14 members residing in Montana, which it noted was insufficient for Whitefish
Lodge “to properly continue to operate as an active lodge” pursuant to Code § 21010
(referencing “at least 15 Master Masons in good standing, residing in Montana”). The
committee supported its conclusion by finding that all elected officers of Whitefish Lodge
had demitted, and other lodges in the Whitefish area remained open for the members of
Whitefish Lodge to join. Thus, during Grand Lodge’s June 2020 Communication, which
was deemed an “Emergency Communication” because of meeting restrictions during the
COVID-19 pandemic, Whitefish Lodge’s charter was officially revoked.
¶9 Under the Code, “[t]he surrender or revocation of the charter of a lodge, when
declared by Grand Lodge, shall be conclusive upon the lodge and its members; and all its
funds . . . and property of every kind . . . shall be transmitted, within three months of the
surrender or revocation, to the Grand Secretary.” Code § 22070. Accordingly, after the
Emergency Communication, on July 1, 2020, Grand Lodge advised D.A. Davidson that it
was the rightful owner of the funds in the Whitefish Lodge account and requested that D.A.
Davidson transfer the funds into a new Grand Lodge account, which it did. Slaybaugh,
ostensibly acting on behalf of remaining Whitefish Lodge members, contested the transfer
of the funds and claimed the revocation of the Whitefish Lodge’s charter by Grand Lodge
was done in violation of the Code. In response, D.A. Davidson filed a Complaint for
Interpleader of the funds. Grand Lodge answered the Complaint and brought a cross claim 6 asserting that neither Slaybaugh nor Whitefish Lodge had standing to be parties to the
action. Slaybaugh responded by asserting cross claims against Grand Lodge for
declaratory judgment, breach of contract, negligence, conversion, and interference with
contractual and business relations, essentially claiming that Grand Lodge had failed to
follow the procedures of the Code in revoking Whitefish Lodge’s charter and exerting
control over the funds. Grand Lodge answered Slaybaugh’s cross claims, again asserting
that neither he nor Whitefish Lodge had standing in the action. After discovery, Grand
Lodge moved for summary judgment, contending the District Court should defer to Grand
Lodge’s application of its own Constitution and Code and dismiss the case for lack of
standing. Slaybaugh filed a motion to compel certain discovery requests, and Grand Lodge
responded by filing a motion for a protective order.
¶10 While these motions were pending, Grand Lodge filed a second motion for summary
judgment, again arguing Slaybaugh lacked standing. The District Court agreed, reasoning
that, “[e]ven if, as Slaybaugh suggests, [Whitefish Lodge’s] charter was improperly
revoked and, as such, the members of [Whitefish Lodge] never lost their ability to authorize
Slaybaugh to act as their agent. . ., the plain language of the Code does not permit a member
of a lodge to conduct or transact business of the lodge individually,” and that “Slaybaugh
did not have actual authority to act as [Whitefish Lodge’s] agent with respect to the [D.A.
Davidson account] because he was not the Treasurer or Secretary/Treasurer of the lodge.”
(Emphasis in original.) The District Court thus dismissed the action.
7 ¶11 Slaybaugh appeals. Additional facts are discussed herein.2
STANDARD OF REVIEW
¶12 “This Court reviews a district court’s summary judgment ruling de novo, applying
the same criteria as the district court.” Turner v. City of Dillon, 2020 MT 83, ¶ 7, 399
Mont. 481, 461 P.3d 122. “Summary judgment is proper only when there is no genuine
issue of material fact, and the moving party is entitled to judgment as a matter of law.” 360
Reclaim, LLC. v. Russell, 2023 MT 250, ¶ 14, 414 Mont. 328, 540 P.3d 1046. “We view
the evidence in the light most favorable to the nonmoving party, drawing all reasonable
inferences in their favor.” Kucera v. City of Billings, 2020 MT 34, ¶ 6, 399 Mont. 10, 457
P.3d 952.
DISCUSSION
¶13 This case involves the intersection of jurisdictional standing principles and the
internal rules of a voluntary membership association, here a fraternal organization with a
complex and formally structured system of governance. We have recognized the general
rule that courts should not engage in the internal affairs of a voluntary organization. State
v. Hovland, 118 Mont. 454, 459, 169 P.2d 341, 344 (1946) (evidence from a criminal
investigation about whether the defendant was controlling the policies and affairs of a club
did not constitute a “violation of the rule prohibiting investigation into the internal affairs
of the corporation in other than quo warranto proceedings.”). Other courts have stated
2 Before granting Grand Lodge’s second motion for summary judgment, the District Court granted D.A. Davidson’s request to withdraw as a party to the action, without prejudice, pending resolution of the underlying dispute between Grand Lodge and Slaybaugh.
8 variations of this principle. “As a general rule, courts refrain from interfering in the internal
affairs of voluntary associations.” Anderson v. Enterpr. Lodge No. 2, 906 P.2d 962, 966
(Wash. Ct. App. 1995) (citing Grand Aerie, Fraternal Or. of Eagles v. Nat’l Bank, 124
P.2d 203, 205 (Wash. 1942)). “Fraternal organizations make their own laws and
regulations, and courts ordinarily enforce them.” Golden Lodge No. 13 v. Grand Lodge of
the Indep. Order of Odd Fellows of Colo., 80 P.3d 857, 859 (Colo. App. 2003). “[I]t is not
for the jury to interpret the constitution of the union, nor will the courts interfere with the
interpretation placed upon such a constitution by its officers and agents unless such
interpretation is arbitrary and unreasonable.” Anderson, 906 P.2d at 966; see also Fla.
High Sch. Ath. Assoc. v. Melbourne Cent. Catholic High Sch., 867 So. 2d 1281, 1290 (Fla.
Dist. Ct. App. 2004). However, “[a]lthough courts generally refrain from interfering with
the internal affairs of voluntary organizations, such organizations may seek enforcement
of their rules in the civil courts if a dispute involves property rights or is otherwise judicially
cognizable.” Golden Lodge No. 13, 80 P.3d at 859 (citing Anderson, 906 P.2d 962); see
also Blackshire v. NAACP, 673 N.E. 2d 1059, 1061 (Ill. Ct. App. 1996) (“The decisions of
the tribunals of an association with respect to its internal affairs will, in the absence of
mistake, fraud, collusion or arbitrariness, be accepted by the courts as conclusive.”). Here,
we are not faced with ambiguity about the applicable provisions of the Constitution and
Code of Grand Lodge that would require interpretation, but only the need to determine
Slaybaugh’s standing to bring his claims against Grand Lodge given the governance and
uncontested structure of the organization.
9 ¶14 “[S]tanding is a threshold, jurisdictional requirement of every case.” Bryan v.
Yellowstone Cnty. Elementary Sch. Dist. No. 2, 2002 MT 264, ¶ 19, 312 Mont. 257, 60
P.3d 381. “Standing is one of several justiciability doctrines which limit Montana courts,
like federal courts, to deciding only ‘cases’ and ‘controversies.’” Heffernan v. Missoula
City Council, 2011 MT 91, ¶ 29, 360 Mont. 207, 255 P.3d 80. “[I]n Montana, to meet the
constitutional case-or-controversy requirement, the plaintiff must clearly allege a past,
present, or threatened injury to a property or civil right.” Heffernan, ¶ 33 (citing Bd. of
Trustees v. Cut Bank Pioneer Press, 2007 MT 115, ¶ 15, 337 Mont. 229, 160 P.3d 482).
“Furthermore, the injury must be one that would be alleviated by successfully maintaining
the action.” Heffernan, ¶ 33. Accordingly, “[a] court lacks power to resolve a case brought
by a party without standing—i.e., a personal stake in the outcome—because such a party
presents no actual case or controversy.” In re Adoption of N.P.M., 2020 MT 33, ¶ 10, 399
Mont. 1, 457 P.3d 962. Thus, in the context of this case, as the District Court stated, “it is
not enough for a plaintiff merely to allege that a voluntary association acted arbitrarily or
in bad faith or did not follow its rules or procedures; rather, the action complained of must
have allegedly injured or threatened to injure a legally recognized right of the plaintiff’s.”
¶15 Slaybaugh’s arguments overlap, but he essentially argues that standing is
established either because Whitefish Lodge itself has standing, that he has standing to act
on behalf of Whitefish Lodge, or that he has individual standing to bring the claims pled
against Grand Lodge. Slaybaugh first argues that Whitefish Lodge itself has standing
because Whitefish Lodge sustained a past, present, or threatened injury based upon the
allegedly unlawful taking of its $180,000. However, the problem with this contention is 10 that Whitefish Lodge is not a party in this litigation. As Grand Lodge argues, Whitefish
Lodge was uncontestably dissolved as a lodge pursuant to the Constitution and Code, and
therefore no longer exists. As Slaybaugh’s briefing acknowledges, because of the
revocation of its charter, Whitefish Lodge cannot appear in the litigation. “In deciding
whether a litigant has standing, we must determine whether the litigant whose standing is
challenged is a proper party to request an adjudication of a particular issue and not whether
the issue itself is justiciable.” Geil v. Missoula Irr. Dist., 2002 MT 269, ¶ 27, 312 Mont.
320, 59 P.3d 398 (emphasis added). Generally, a plaintiff “‘may assert only her own . . .
rights’ and must have ‘a personal stake in the outcome of the controversy at the
commencement of the litigation.’” Sagorin v. Sunrise Heating & Cooling, LLC, 2022 MT
58, ¶ 9, 408 Mont. 119, 506 P.3d 1028 (quoting Heffernan, ¶¶ 30, 33). Because Whitefish
Lodge is not itself a litigant asserting its own legal rights, any claimed injury it has
sustained does not provide a basis to establish standing.
¶16 Slaybaugh then argues in his briefing, as he did in the District Court, that Whitefish
Lodge “has associational standing for all the remaining members” of the Lodge.
Associational standing “is an exception to the general prohibition on a litigant’s raising a
third party’s legal rights.” Heffernan, ¶ 44. “An organization may have standing in either
of two ways: it may file suit on its own behalf to seek judicial relief from injury to itself
and to vindicate whatever rights and immunities the association itself may enjoy, or it may
assert the rights of its members under the doctrine of associational standing.” Heffernan,
¶ 42. We have held that an association has standing to bring a lawsuit on behalf of its
members when “(a) at least one of its members would have standing to sue in his or her 11 own right, (b) the interests the association seeks to protect are germane to its purpose, and
(c) neither the claim asserted nor the relief requested requires the individual participation
of each allegedly injured party in the lawsuit.” Heffernan, ¶ 43. However, our
associational standing cases hold that organizations are entitled to vindicate the individual
rights of their constituent members, not the other way around, as Slaybaugh argues here.
See, e.g., Heffernan, ¶¶ 46-47. Slaybaugh cites no authority for the proposition that he can
proceed “as,” or in the shoes of, Whitefish Lodge under associational standing.
¶17 As the District Court clarified, the real issue “is not whether [Whitefish Lodge] has
standing to bring the claims in this case, [but] whether Slaybaugh has standing to assert
those claims on behalf of” Whitefish Lodge (emphasis in original). Slaybaugh thus argues
he has standing to bring the claims against Grand Lodge because, under Montana Rule of
Civil Procedure 23.1, he can bring a derivative claim to enforce the legal rights of Whitefish
Lodge, an unincorporated association. Rule 23.1 “applies when one or more shareholders
or members of a corporation or an unincorporated association bring a derivative action to
enforce a right that the corporation or association may properly assert but has failed to
enforce.” M. R. Civ. P. 23.1(a). Grand Lodge answers that Slaybaugh’s Rule 23 argument
was not raised in the District Court and thus was not preserved for appeal. More
specifically, Grand Lodge argues that Rule 23.1 contains pleading requirements for a
derivative action that must be “state[d] with particularity,” M. R. Civ. P. 23.1(b)(3), and
that Slaybaugh did not provide the requisite allegations in his pleadings. In reply,
Slaybaugh argues that, “in essence,” his complaint was alleging derivative standing, and
12 that, in any event, standing is a jurisdictional issue that can be raised at any time in
litigation, and is an exception to the rule against raising new issues on appeal.
¶18 Slaybaugh’s pleadings make clear that he was not stating a derivative action claim
in a representative capacity under Rule 23.1. He alleged a personal right, as a Mason, to
“ensure that [Grand Lodge] follows the Code and that his lodge and its assets are not
unfairly taken by [Grand Lodge].” Rule 23.1 pertains to rights an association may itself
assert but has failed to do so, and requires alleging “with particularity” the effort made by
the plaintiff to obtain the action he desires from the directors or comparable authority and,
if necessary, from the shareholders or members, and the reasons that the action was not
obtained, or the effort was not made. M. R. Civ. P. 23.1(b). It is a type of action. See
Associated Mgmt. Servs. v. Ruff, 2018 MT 182, ¶ 45, 392 Mont. 139, 424 P.3d 571 (“A
derivative action is ‘a civil suit’ asserted by one or more shareholders, or the board of
directors, against the corporation or board to adjudicate or enforce a right of the corporation
as a whole. See § 35-1-541, MCA.”). Rule 23.1 and derivative actions were not mentioned
or discussed at any point in the District Court.
¶19 Slaybaugh’s reliance on the “standing exception” allowing a new issue on appeal is
unavailing in this context. While it is correct that “[s]tanding is a threshold requirement in
every case which we must address and decide sua sponte even if it is not raised by a
litigant,” In re K.H., 2012 MT 175, ¶ 23, 366 Mont. 18, 285 P.3d 474, that does not
authorize parties to advance entirely new standing theories for the first time on appeal. The
exception allows courts to consider the jurisdictional issue despite the failure to previously
raise it in the litigation. See Baxter Homeowners Ass’n v. Angel, 2013 MT 83, ¶ 14, 369 13 Mont. 398, 298 P.3d 1145; Bryan, ¶¶ 18-19; State v. Abe, 2001 MT 260, ¶ 14, 307 Mont.
233, 37 P.3d 77; Armstrong v. State, 1999 MT 261, ¶ 4, 296 Mont. 361, 989 P.2d 364.
Here, the litigation has been focused on Slaybaugh’s standing from the beginning, raised
by Grand Lodge before Slaybaugh filed his first pleading. Standing was squarely at issue
before the District Court, which entered an extensive order addressing all of Slaybaugh’s
claims to standing. The rule against addressing new legal theories raised for the first time
on appeal is appropriately applied here. See Somers v. Cherry Creek Dev., Inc., 2019 MT
101, ¶ 20, 395 Mont. 389, 439 P.3d 1281. Otherwise, the exception could be used to extend
litigation indefinitely by raising additional standing theories, as Slaybaugh is attempting to
do here.
¶20 Slaybaugh also argues his standing to act on behalf of Whitefish Lodge is
established because he occupied the status of a fiduciary for the Lodge, which he contends
is based on his appointment or designation by the Lodge to oversee the D.A. Davidson
investment account when it was opened in 2013. While Slaybaugh did allege this status
was based in part upon his position as a signatory on the D.A. Davidson account, he argues
the District Court erred by too narrowly construing this argument as premised only on his
role as an account signatory, and not the greater account responsibilities that had been
delegated to him.
¶21 Slaybaugh’s claim to standing based upon a claimed fiduciary status is undermined
by the summary judgment record. The email letter in January 2020 from Blystone, then
head of Whitefish Lodge, withdrew not only “signing authority” by anyone except for the
Lodge’s elected officers, but also withdrew authority “to direct the lodge’s investment 14 account.” The letter further directed that the Lodge “will conduct a financial review of its
investments via third party,” that there would be an “[i]mmediate disposal of the Pitney
Bowes investment,” and that funds would be “reinvested as recommended by a financial
advisor.” The letter explicitly identified the Lodge’s elected officers as the Worshipful
Master, Senior Warden, and Junior Warden positions, none of which Slaybaugh held.
Consequently, any authority Slaybaugh could have claimed as the Lodge’s appointed
account overseer was terminated prior to the time Whitefish Lodge’s charter was arrested
by the Grand Master.3 Further, as the District Court noted, Slaybaugh has never made clear
how his previous authority to oversee the account would have also delegated authority for
him to legally challenge, on behalf of Whitefish Lodge, Grand Lodge’s arrest and
revocation of the Lodge’s charter. As the District Court stated, the Code does not permit
a member of the Lodge to initiate or conduct business on behalf of the Lodge individually,
but only upon authorization approved by a formal lodge meeting.
¶22 Finally, Slaybaugh offers several arguments on the essential premise that the
revocation of Whitefish Lodge’s charter violated the Masonic Constitution and Code, and
these violations impacted his individual rights and privileges as a Mason. We have
explained that “the relationship between a member of a nonprofit corporation and that
corporation is contractual in nature.” Walker v. Helena Ass’n of Realtors, Inc., 2000 MT
343, ¶ 16, 303 Mont. 224, 15 P.3d 414. “This contractual relationship through corporate
3 There is no allegation in the record or briefing that Slaybaugh’s oversight of the investment account was inappropriate in any way.
15 bylaws extends itself into the areas of correlative rights and duties,” because upon
voluntarily “becoming a member of a corporation or association and subscribing to its
bylaws, one thereby agrees to submit to its rules and regulations.” Walker, ¶ 16. We thus
review Slaybaugh’s individual standing claim through the framework of contract law as
applied to a membership association’s governance, upon the summary judgment record.
¶23 The Masonic Code provides that “[t]he surrender or revocation of the charter of a
lodge, when declared by Grand Lodge, shall be conclusive upon the lodge and its
members. . . .” Code § 22070. No provision of the Code or Constitution expressly confers
a legal right upon individual members to challenge a revocation decision made by Grand
Lodge, or to claim entitlement to a lodge’s property or funds. See Code § 22070 (upon
revocation, “all of its funds” and “property of every kind” shall be transmitted to the Grand
Secretary). Thus, Slaybaugh cannot claim a property interest in Whitefish Lodge’s
property or funds to assert standing, and he does not do so. Golden Lodge No. 13, 80 P.3d
at 859.
¶24 Slaybaugh contends that his rights and privileges as a Mason were damaged by the
revocation of Whitefish Lodge’s charter, which he alleges was done in violation of the
Code. However, under the Code, neither an arrest nor revocation of a lodge charter itself
revokes a Master Mason’s good standing in the organization. Rather, “[t]he status of each
member in good standing of a lodge shall be that of a non-affiliated Master Mason in good
standing” upon the arrest, revocation or surrender of a lodge’s charter. Code § 35010. As
such, it is without dispute that the arrest and revocation of Whitefish Lodge’s charter did
not foreclose Slaybaugh’s opportunity to continue as a Master Mason and to affiliate with 16 another lodge. Consistent therewith, Slaybaugh’s complaint alleges that all the damages
caused by the allegedly violative arrest and revocation process employed by Grand Lodge,
in each of the claims, were suffered by Whitefish Lodge, and not by Slaybaugh himself.
As we have held above, Slaybaugh did not establish standing to bring a claim on behalf of
the Lodge.
¶25 What remains is Slaybaugh’s allegation that the arrest and revocation of the
Whitefish Lodge charter was nonetheless done in violation of the Code, which putatively
could justify an action alleging injury premised upon the exception to the general rule that
courts do not interfere in the internal affairs of a membership organization, on such grounds
as “the absence of mistake, fraud, collusion or arbitrariness,” Blackshire, 673 N.E. 2d at
1061, or as being an “arbitrary and unreasonable” interpretation of the governing
documents. Anderson, 906 P.2d at 967. We decline to further define a standard here,
however, because we conclude such a claim was not supported by the summary judgment
record. Slaybaugh alleges Grand Lodge acted with fraudulent purposes, but the record
lacks evidence establishing a prima facie case of the same. Notably, the process of arrest
and revocation of Whitefish Lodge’s charter was initiated by Slaybaugh’s complaint to the
Grand Master about an alleged ultra vires gifting of Lodge funds to a religious charity,
including Slaybaugh’s email to him that the actions taken were “totally corrupt.” While
Slaybaugh’s stated cross claims may well have been sufficient to facially sustain an alleged
exception to the general rule deferring to the internal affairs of a membership organization,
we conclude that the claims and Slaybaugh’s standing to bring them were not sustained
upon completion of discovery for purposes of summary judgment. 17 ¶26 Affirmed.
/S/ JIM RICE
We concur:
/S/ MIKE McGRATH /S/ JAMES JEREMIAH SHEA /S/ BETH BAKER /S/ INGRID GUSTAFSON