Westbrook v. Social Center Hall Assn.

VAN DYKE, P. J.

This is an appeal from a judgment ordering dissolution of the Social Center Hall Association of Stockton, a nonprofit corporation, which was organized by elderly people for social purposes and to conduct educational activities in promoting the Townsend Plan.

[816]

Memberships were for life, the initiation fee being one dollar and no dues were thereafter payable. Under the by-laws the board of directors was empowered, “To pass upon and to refuse membership to any individual when it may be deemed necessary for the good and welfare of the corporation.” Purporting to act under this by-law, the board, without hearing, or charges, or notice, declared the termination of 42 memberships following internal dissension in the group, whereupon respondents brought this action for involuntary dissolution of the corporation. Respondents alleged that they had been members of the organization for a period of not less than six months and constituted more than one-third of the total membership, as required by section 4650 of the Corporations Code, which provides:

“A complaint for involuntary winding up or dissolution of a corporation . . . may be filed ... by:

“(b) A shareholder or shareholders who have been record holders for a period of not less than six months and who hold not less than 33% percent of the number of outstanding shares. ’ ’

The sole question presented on this appeal is whether or not the 88 plaintiffs in this case constituted more than one-third of the total membership of 245 and therefore whether or not the court had jurisdiction of the dissolution proceeding. The trial court found that they did and further found that the board’s purported termination of 37 plaintiff memberships was null and void. Appellant attacks this latter finding on the ground that the cancellation of such memberships could not be set aside in this action. The contention is untenable. The basic issue which the trial court had to determine was the validity or invalidity of the alleged memberships of the plaintiffs.

(Abalian

v.

Townsend Social Center,