Clark, J.
On July 12, 1922, defendant, a mutual insurance company, a Michigan corporation, doing business indicated by its name, issued a policy of in
surance to plaintiffs, covering, among other things, a silo at $300. The policy recites that plaintiffs became members according to the charter and by-laws.
The charter and the by-laws are printed on the policy. The charter gives the board of directors power to make, alter, amend, and repeal by-laws in any manner not inconsistent with law and the articles of association.
A by-law provides that the company may insure certain described property “and any other property subject to the terms and conditions of the articles of association and the by-laws of the company as they now exist and as they may hereafter be amended.” In the application, plaintiffs requested insurance in accordance with the charter and by-laws and they agreed “to be governed in all cases by the charter and by-laws.” On January 18, 1928, the board of directors amended a by-law to read as follows:
‘ ‘
Section 4 — Limitation on Liability.
* * * “And on any wood-stave silo not to exceed two-thirds of the actual damage or cost of repair; and in no case shall the company be liable for loss or damage to any wood-stave silo that was empty and not filled the fall preceding the loss,” etc.
■ On January 16,1929, this was approved at the annual meeting of members. On August 13, 1929, plaintiffs’ silo blew down. It was a wood-stave silo, empty and not filled the fall preceding the loss. If the company is liable, the agreed amount is two-thirds of $225. Plaintiffs prevailed in a trial without a jury. Defendant has appealed.
There is no question of waiver or estoppel. The sole question is whether plaintiffs are .bound by the amendment to the by-law adopted after the making of the policy contract.
Our cases generally hold a policy holder hound by subsequent changes or amendments of by-laws where he has consented thereto, such as where he has agreed expressly in the contract to be so bound.
Livingston
v.
Cypher,
243 Mich. 500;
De Graw
v.
Supreme Court, I. O. F.,
182 Mich. 366;
Williams
v.
Supreme Council C. M. B. A.,
152 Mich. 1;
Brown
v.
Great Camp K. O. T. M. M.,
167 Mich. 123;
Wineland
v.
Maccabees,
148 Mich. 608.
The charter and by-laws as then existing and in force are read into the contract. There was power in the board of directors to make amendments of bylaws. But plaintiffs did not expressly agree to be bound by amendments subsequently adopted. In
Becker
v.
Insurance Co.,
48 Mich. 610, after the policy was issued a by-law was adopted whereby the policy was to cease in case of vacancy. The court held:
“The effect of this by-law, if applicable, is to add a new cause of forfeiture, and to that extent to work a radical change in the contract.
“It would hardly be claimed that it would be competent for any legislative body to change so completely the terms of van. existing contract where there is no agreement that it shall be subject to change. But it is insisted the policy itself is declared to be subject to the charter and by-laws, and to the laws of the State. But if the contract was valid when made there was no power in the corporation to avoid its own agreement by one means any more than by another. Existing by-laws are in such cases of mutual insurance very properly regarded as entering into the contract and binding the members and open therefore to inquiry. But a contract oiice made with a member cannot differ in its essence from one made with any one else, and he cannot without his consent be brought into changed responsibilities, which im
port new terms into the agreement itself. Whatever force new by-laws may possibly have in regard to other matters, they cannot be allowed to destroy express contracts. This principle has been repeatedly recognized as applied not only to by-laws, but to other action of a similar character.”
The
Becker Case
was approved in
Borgards
v.
Insurance Co.,
79 Mich. 440, where the court, in holding that a policy holder had consented to the by-law, said:
‘•This is not in conflict with the principle established in
Becker
v.
Insurance Co.,
48 Mich. 610. In that case there was no agreement in the policy that it should be subject to change. There the policy was declared to be subject to the charter and by-laws, which meant, of course, the charter and by-laws as they then existed.”
Again, in
Starling
v.
Royal Templars,
108 Mich. 440 (62 Am. St. Rep. 709), it was held, quoting syllabus:
“A mutual benefit society which issues a certificate to a member providing for payment in case of total disability resulting from a specified cause cannot, without his express consent, change his contract by the adoption of a by-law excluding such cause of disability, although the member has agreed in his certificate to observe ‘all the laws, rules, and regulations of the society. ’ ”
And syllabus from
Covenant Mutual Life Ass’n
v.
Kentner,
188 Ill. 431 (58 N. E. 966):
“Even if a benefit certificate states that the bylaws are a part of the contract and that they are subject to amendment, subsequent by-laws will be construed to apply only to contracts made after their adoption, unless there is an express agreement that a member shall be bound by future by-laws.”
And syllabus from
Farmers Mutual, etc., Ass'n
v.
Slattery,
115 Iowa, 410 (88 N. W. 949):
“Where the by-laws of a mutual hail insurance association at the time of the issuance of insured’s policy made no provision for the suspension of policies for the failure to meet assessments, insured was not bound by a subsequent amendment thereof providing for such suspension though he agreed to be governed by the articles of incorporation and bylaws, the former of which expressly conferred power to enact by-laws on the directors. ’ ’
And text from 32 C. J. p. 1164:
“While the charter of the company may be modified under legislative authority, and the by-laws may be amended or new-by-laws adopted, the rights of insured under his contract cannot be affected, destroyed, or enlarged by a subsequent change in the articles of incorporation or association, or in the bylaws, rules, or regulations, either by amendment or by the adoption of new provisions, unless he assents thereto, or .unless it is provided in the contract that he shall be bound by amendments or provisions subsequently adopted.”
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Clark, J.
On July 12, 1922, defendant, a mutual insurance company, a Michigan corporation, doing business indicated by its name, issued a policy of in
surance to plaintiffs, covering, among other things, a silo at $300. The policy recites that plaintiffs became members according to the charter and by-laws.
The charter and the by-laws are printed on the policy. The charter gives the board of directors power to make, alter, amend, and repeal by-laws in any manner not inconsistent with law and the articles of association.
A by-law provides that the company may insure certain described property “and any other property subject to the terms and conditions of the articles of association and the by-laws of the company as they now exist and as they may hereafter be amended.” In the application, plaintiffs requested insurance in accordance with the charter and by-laws and they agreed “to be governed in all cases by the charter and by-laws.” On January 18, 1928, the board of directors amended a by-law to read as follows:
‘ ‘
Section 4 — Limitation on Liability.
* * * “And on any wood-stave silo not to exceed two-thirds of the actual damage or cost of repair; and in no case shall the company be liable for loss or damage to any wood-stave silo that was empty and not filled the fall preceding the loss,” etc.
■ On January 16,1929, this was approved at the annual meeting of members. On August 13, 1929, plaintiffs’ silo blew down. It was a wood-stave silo, empty and not filled the fall preceding the loss. If the company is liable, the agreed amount is two-thirds of $225. Plaintiffs prevailed in a trial without a jury. Defendant has appealed.
There is no question of waiver or estoppel. The sole question is whether plaintiffs are .bound by the amendment to the by-law adopted after the making of the policy contract.
Our cases generally hold a policy holder hound by subsequent changes or amendments of by-laws where he has consented thereto, such as where he has agreed expressly in the contract to be so bound.
Livingston
v.
Cypher,
243 Mich. 500;
De Graw
v.
Supreme Court, I. O. F.,
182 Mich. 366;
Williams
v.
Supreme Council C. M. B. A.,
152 Mich. 1;
Brown
v.
Great Camp K. O. T. M. M.,
167 Mich. 123;
Wineland
v.
Maccabees,
148 Mich. 608.
The charter and by-laws as then existing and in force are read into the contract. There was power in the board of directors to make amendments of bylaws. But plaintiffs did not expressly agree to be bound by amendments subsequently adopted. In
Becker
v.
Insurance Co.,
48 Mich. 610, after the policy was issued a by-law was adopted whereby the policy was to cease in case of vacancy. The court held:
“The effect of this by-law, if applicable, is to add a new cause of forfeiture, and to that extent to work a radical change in the contract.
“It would hardly be claimed that it would be competent for any legislative body to change so completely the terms of van. existing contract where there is no agreement that it shall be subject to change. But it is insisted the policy itself is declared to be subject to the charter and by-laws, and to the laws of the State. But if the contract was valid when made there was no power in the corporation to avoid its own agreement by one means any more than by another. Existing by-laws are in such cases of mutual insurance very properly regarded as entering into the contract and binding the members and open therefore to inquiry. But a contract oiice made with a member cannot differ in its essence from one made with any one else, and he cannot without his consent be brought into changed responsibilities, which im
port new terms into the agreement itself. Whatever force new by-laws may possibly have in regard to other matters, they cannot be allowed to destroy express contracts. This principle has been repeatedly recognized as applied not only to by-laws, but to other action of a similar character.”
The
Becker Case
was approved in
Borgards
v.
Insurance Co.,
79 Mich. 440, where the court, in holding that a policy holder had consented to the by-law, said:
‘•This is not in conflict with the principle established in
Becker
v.
Insurance Co.,
48 Mich. 610. In that case there was no agreement in the policy that it should be subject to change. There the policy was declared to be subject to the charter and by-laws, which meant, of course, the charter and by-laws as they then existed.”
Again, in
Starling
v.
Royal Templars,
108 Mich. 440 (62 Am. St. Rep. 709), it was held, quoting syllabus:
“A mutual benefit society which issues a certificate to a member providing for payment in case of total disability resulting from a specified cause cannot, without his express consent, change his contract by the adoption of a by-law excluding such cause of disability, although the member has agreed in his certificate to observe ‘all the laws, rules, and regulations of the society. ’ ”
And syllabus from
Covenant Mutual Life Ass’n
v.
Kentner,
188 Ill. 431 (58 N. E. 966):
“Even if a benefit certificate states that the bylaws are a part of the contract and that they are subject to amendment, subsequent by-laws will be construed to apply only to contracts made after their adoption, unless there is an express agreement that a member shall be bound by future by-laws.”
And syllabus from
Farmers Mutual, etc., Ass'n
v.
Slattery,
115 Iowa, 410 (88 N. W. 949):
“Where the by-laws of a mutual hail insurance association at the time of the issuance of insured’s policy made no provision for the suspension of policies for the failure to meet assessments, insured was not bound by a subsequent amendment thereof providing for such suspension though he agreed to be governed by the articles of incorporation and bylaws, the former of which expressly conferred power to enact by-laws on the directors. ’ ’
And text from 32 C. J. p. 1164:
“While the charter of the company may be modified under legislative authority, and the by-laws may be amended or new-by-laws adopted, the rights of insured under his contract cannot be affected, destroyed, or enlarged by a subsequent change in the articles of incorporation or association, or in the bylaws, rules, or regulations, either by amendment or by the adoption of new provisions, unless he assents thereto, or .unless it is provided in the contract that he shall be bound by amendments or provisions subsequently adopted.”
In 2 Cooley’s Briefs on Insurance (2d Ed.), p. 1116, it is said:
“The rule undoubtedly is that in the absence of any express stipulation giving the right, or the subsequent assent of the member, the company cannot, by the passage of a by-law impairing his contract, bind the member. ’ ’
And p. 1117:
“The mere reservation of power to enact by-laws does not alter the general rule.”
In the absence of a provision in the contract that the plaintiffs, insureds, shall be bound by amend
ments or provisions subsequently and lawfully adopted, or some like or equivalent stipulation, they are not bound by the by-law in question. Therefore they may recover.
Judgment affirmed.
Wiest, McDonald, Sharpe, and Fead, JJ., concurred with Clark, J.