United Hebrew Benevolent Ass'n v. Benshimol

130 Mass. 325, 1881 Mass. LEXIS 87

• Court: Massachusetts Supreme Judicial Court
• Decided: February 10, 1881
• Status: Published

Opinion

Colt, J.

The corporation was organized under the Gen. Sts. c. 32, which provides that seven or more persons associating by agreement in writing, for educational, charitable or religious purposes, and complying with its requirements, should become a body corporate. This chapter was repealed by the St. of 1874, c. 375, which, so far as relates to the creation of such corporations, substantially reenacts its provisions, and was declared by an act of the following year not to have been intended to affect corporations existing under previous laws. St. 1875, o. 49, § 2.

It is contended that, as the St. of 1874 contained no reservation, it operated to destroy all 'corporations created under the provisions of the General Statutes; and that the explanatory declaration in the statute of the next year could not-restore their rights. But it is plain that the St. of 1874 was not passed for the purpose of affecting the rights of corporations already organized. The repeal of a general corporation law cannot be construed, in the absence of express provisions, as intended to repeal the charters of corporations formed under it, especially where the manifest purpose of the repealing act is to substitute a new law, extending the provisions of the old, and perfecting its details, but not changing its general policy. It is a familiar rule of construction, that when statutes are repealed by acts which substantially retain the provisions of the old laws, the latter are held not to have been destroyed or interrupted in their binding force. “In practical operation and effect they are rather to be considered as a continuance and modification of old laws, than as an abrogation of those old, and the reenactment of new ones.” Shaw, C. J., in Wright v. Oakley, 5 Met. 400, 406. Steamship Co. v. Joliffe, 2 Wall. 450, 459. The existence of the plaintiff corporation was not affected by the St. of 1874.

The defendant was elected a member of the corporation in 1869, and paid the admission fee, and annual dues assessed on him for many years. This was sufficient to justify the court in finding that he was entitled to all the rights and privileges of membership, although he never signed the constitution and bylaws. The defendant’s signature is not by the constitution and by-laws of the corporation required as a condition of his membership. It is necessary only to secure the right to vote and be elected to office. The case finds that it had not been customary for members to sign, and it had not been insisted upon as a prerequisite to the enjoyment of all the privileges of membership. The payment of annual dues by all members is required by the constitution in express terms. The defendant assumed the obligation to pay by joining the association. The benefit of mem bership affords sufficient consideration, so long as it continues, for the defendant’s promise. Cottage Street Church v. Kendall, 121 Mass. 528. Middlesex Husbandmen v. Davis, 3 Met. 133. Athol Music Hall v. Carey, 116 Mass. 471. It was found by the court, moreover, that, in reliance upon the payment of these dues, the association had expended for charitable purposes in each year a sum equal to their whole amount. This of itself raises sufficient consideration. Mirick v. French, 2 Gray, 420. Bryant v. Goodnow, 5 Pick. 228.

There was no error in the rulings given, or in the refusal to rule as requested.

Exceptions overruled.