Rueber v. Germania Quartette Club Damen Verein

Baltimore City Circuit Court

Rueber v. Germania Quartette Club Damen Verein

3 Balt. C. Rep. 78

DecidedApril 5, 1910

StatusPublished

This text of 3 Balt. C. Rep. 78 (Rueber v. Germania Quartette Club Damen Verein) is published on Counsel Stack Legal Research, covering Baltimore City Circuit Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

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Rueber v. Germania Quartette Club Damen Verein, 3 Balt. C. Rep. 78 (Md. Super. Ct. 1910).

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Opinion

NILES, J.—

The evidence in this case convinces the court that the unincorporated society of the Damen Germania Quartette Club was incorporated under the same name without sufficient notice being given to all members, and without taking the necessary legal steps to justify such incorporation.

The unincorporated society was formed for the purpose of being a Ladies’ Auxiliary to the Germania Quartette Club. The incorporation of the society is an entirely independent organization, having no connection whatever with the Germania Quartette Club.

The incorporation took place after a disagreement with the Germania Quartette Club, and was affected by a majority of the members in face of the opposition of the plaintiffs, and a minority of the members, who have never agreed to the incorporation or to the change of the objects and purposes of the society.

It seems to me that the action of the majority is in effect the dissolution of the unincorporated society, and that the affairs of the unincorporated society must be wound up and the money distributed among the members of that society, who were in good standing at the date of the incorporation.

[79]*79If. would seem to be a useless expense to have the papers referred to an auditor for tlie purpose of having an account stated, and, if the counsel for the respective parties will agree as to the members in good standing at the time of tlie incorporation, a decree will be signed awarding to each member her proportionate share in the funds then belonging to the unincorporated society, after deducting, however, the costs of this case.

These costs will be paid from the funds of the unincorporated society, as I And no evidence that the majority of fin" ladies who affected the incorporation acted otherwise than what they supposed to be proper. The amounts awarded to the ladies who are now members of the incorporated society, can of course, be assigned by them to if, so that the effect, of this decree will be, to require the payment of costs from the funds accumulated by the unincorporated organization, to allot to each member of the minority her proportionate share of those funds, as to give the balance to the incorporated organization, if the members of the unincorporated society who are now members of the incorporation, so desire.

The incorporated society having been enjoined in the case brought against it by the Germania Quartette Club from using the words “Germania Quartette Club” in its corporate name, it is unnecessary to pass upon tlie complainant's right to relief in this respect.

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NILES, J.—

The evidence in this case convinces the court that the unincorporated society of the Damen Germania Quartette Club was incorporated under the same name without sufficient notice being given to all members, and without taking the necessary legal steps to justify such incorporation.

The unincorporated society was formed for the purpose of being a Ladies’ Auxiliary to the Germania Quartette Club. The incorporation of the society is an entirely independent organization, having no connection whatever with the Germania Quartette Club.

The incorporation took place after a disagreement with the Germania Quartette Club, and was affected by a majority of the members in face of the opposition of the plaintiffs, and a minority of the members, who have never agreed to the incorporation or to the change of the objects and purposes of the society.

It seems to me that the action of the majority is in effect the dissolution of the unincorporated society, and that the affairs of the unincorporated society must be wound up and the money distributed among the members of that society, who were in good standing at the date of the incorporation.

[79]*79If. would seem to be a useless expense to have the papers referred to an auditor for tlie purpose of having an account stated, and, if the counsel for the respective parties will agree as to the members in good standing at the time of tlie incorporation, a decree will be signed awarding to each member her proportionate share in the funds then belonging to the unincorporated society, after deducting, however, the costs of this case.

These costs will be paid from the funds of the unincorporated society, as I And no evidence that the majority of fin" ladies who affected the incorporation acted otherwise than what they supposed to be proper. The amounts awarded to the ladies who are now members of the incorporated society, can of course, be assigned by them to if, so that the effect, of this decree will be, to require the payment of costs from the funds accumulated by the unincorporated organization, to allot to each member of the minority her proportionate share of those funds, as to give the balance to the incorporated organization, if the members of the unincorporated society who are now members of the incorporation, so desire.

The incorporated society having been enjoined in the case brought against it by the Germania Quartette Club from using the words “Germania Quartette Club” in its corporate name, it is unnecessary to pass upon tlie complainant's right to relief in this respect.

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3 Balt. C. Rep. 78, Counsel Stack Legal Research, https://law.counselstack.com/opinion/rueber-v-germania-quartette-club-damen-verein-mdcirctctbalt-1910.