Keystone Automobile Club's Charter

12 Pa. D. & C. 253, 1929 Pa. Dist. & Cnty. Dec. LEXIS 326
CourtPennsylvania Court of Common Pleas, Delaware County
DecidedFebruary 1, 1929
DocketNo. 492½
StatusPublished

This text of 12 Pa. D. & C. 253 (Keystone Automobile Club's Charter) is published on Counsel Stack Legal Research, covering Pennsylvania Court of Common Pleas, Delaware County primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Keystone Automobile Club's Charter, 12 Pa. D. & C. 253, 1929 Pa. Dist. & Cnty. Dec. LEXIS 326 (Pa. Super. Ct. 1929).

Opinion

MacDade, J.,

This is an application filed on Dec. 17, 1928, and under the Act of April 17, 1876, P. L. 30 (authorizing the amendment, alteration and improvement of charters of corporations of the first class), for the amendment of the charter of the Keystone Automobile Club, a corporation of the first class. The club was chartered by this court on Sept. 19, 1911, under the name of the Automobile Club of Delaware County, after having previously had an existence of over five years as a voluntary association, and having established a record of service to the motorists of Delaware County in particular. At that time, and in the application for the charter, the annual income, other than from real estate, was fixed as not to exceed $20,000; the number of officers and directors was fixed, and the purpose was proposed to be “to maintain a club for social enjoyment, and a club-house, and for the comfort, protection and convenience of its members in the pursuit of the pastime of automobiling.”

On Dec. 24, 1917, this court, upon due application, amended this charter so as to change the name of Automobile Club of Delaware County to the Keystone Automobile Club and to increase the number of directors to twenty-one.

The latter corporation now applies for a further amendment, increasing the authorized number of directors to twenty-seven (1927), the authorized annual income to a sum not exceeding $2,000,000, and to enlarge upon and re-express the purpose of the corporation as follows;

“Second. The purpose for which this corporation is formed is to promote the construction and maintenance of public highways, to promote the safe and convenient use of the public highways, to collect and disseminate touring and [254]*254other information valuable to automobile users, to promote the comfort, protection, convenience and interests and to protect the rights of automobile owners and users in general, and its members in particular, to facilitate the co-operation of its members to their mutual advantage and protection in matters relating to the use and ownership of motor-vehicles, to maintain a club for social enjoyment, and a club-house, and to purchase, lease and improve such real estate or other property as may be necessary for such aforesaid purpose.”

The reason for the proposed amendment to paragraph “Second” of the charter is that the club has increased tremendously in membership, and, in common with other growing automobile clubs, has greatly broadened the scope of its activities, and the amended purpose is more definitely expressive of its present and anticipated future purpose; the reason for the proposed amendment to paragraph “Sixth” is that the club has enlarged the field of its activities, and the increased directorate is essential to adequate representation of the membership on the board of directors; the reason for the proposed amendment to paragraph “Eighth” of the charter is that the rapid growth of the club (its membership now approximating 50,000), and the enlarged scope and field of its activities make a more liberal allowance of permitted annual income essential to its adequate and proper functioning.

These proposed amendments are opposed by a member of the club, one of some 50,000 interested persons constituting its total membership, as will more fully appear by reference to the objections herein filed to the granting of the amendment proposed, as follows:

1. Your objector is, and has been for many years, a member of the Keystone Automobile Club.

2. He makes this objection in his own behalf and in behalf of such other members of the club as may desire to share therein and in the expense thereof.

3. The application for the amendment of this charter is defective because it does not show that any meeting was held at a place at which such meeting legally is authorized to be held.

4. No notice of said meeting was given as required by the laws of the State of Pennsylvania and the constitution' and by-laws of the said Keystone Automobile Club.

5. A meeting to consider the authority to apply for this amendment was only attended by ninety-five persons.

6. More than one-half of the persons who attended said meeting as members of said club were in the pay and under the salary of said club and pecuniarily interested in said amendment.

7. The application is defective in that it seeks by amendment to authorize an incorporation for more than one of the purposes authorized by law.

8. The application is defective because [and] in so far as it seeks corporate right to “promote the construction and maintenance of public highways.” Generally, the court has no authority to authorize the same.

9. The application is defective because [and] in so far as it seeks the right “to promote the safe and convenient use of public highways, to collect and disseminate touring and other information valuable to automobile users.” No authority exists in the court to authorize such amendment to this charter.

10. The application is defective because it seeks to authorize an amendment '‘to promote the comfort, protection, convenience and interests and to protect the rights of automobile owners and users in general, and its members in particular, to facilitate the co-operation of its members to their mutual advantage and protection in matters relating to the use and ownership of motor-vehicles,” [255]*255no authority to do which resides in the court under the provisions of the-law authorizing a corporation without profit.

11. The application is defective because [and] in so far as it seeks the right to amend the charter “to maintain a club for social enjoyment, and a clubhouse, and to purchase, lease and improve such real estate or other property as may be necessary for such aforesaid purpose.” Said corporation already has this right, and the amendment in that respect is unnecessary.

12. No authority resides in the court to make this amendment unless it be with the limits that the real estate owned by such a corporation shall not exceed in value an annual income of $20,000.

13. The application is defective because it seeks, by amendment, to authorize this club, under the guides of its charter, to do more than one thing provided by the act.

14. The application is defective because it does not set forth that the membership in this club shall be-limited to the citizens of the State of Pennsylvania.

15. The application is defective because it does not show in what regard it is proposed to promote the comfort, protection, convenience and interests of the rights of automobile owners and users in general, and to members in particular, nor does it show that any of these things are to be accomplished in accordance with the spirit of the act of assembly authorizing a corporation not for profit.

16. The application is defective because it seeks to increase the income of the club to $2,000,000, a sum out of all proportion to the spirit and the purpose of the act of assembly authorizing the incorporation and execution of charter corporations not for profit.

17. The purpose of the alleged increase in the income of this corporation is in order to afford a sum for the payment of large salaries to officers and other employees of the Keystone Automobile Club for purposes and enterprises not authorized by its charter and contrary to the provisions of the law authorizing the incorporation of such a charter or the amendment thereto.

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Cite This Page — Counsel Stack

Bluebook (online)
12 Pa. D. & C. 253, 1929 Pa. Dist. & Cnty. Dec. LEXIS 326, Counsel Stack Legal Research, https://law.counselstack.com/opinion/keystone-automobile-clubs-charter-pactcompldelawa-1929.