Keeler v. Schulte

GRIFFIN, J. Defendants prosecuting this appeal are (1) James A. Long, the present leader of The Theosophical Society, an unincorporated organization; (2) Ruth Schulte, Constance Hostler, Earl Hostler and Ross Simpson, who were and are four of seven members of the board of trustees of San Diego Lodge No. 1, American Section of The Theosophical Society, at Covina, California; (3) The Theosophical Endowment Corporation, a nonprofit California corporation; and (4) Kirby Van Mater. The nonappealing defendant is the Hebrew Home For the Aged Association, a corporation, alleged purchaser of the real property here involved.

Plaintiff, treasurer of and in a claimed representative capacity for the members of San Diego Lodge No. 1, American Section of The Theosophical Society, a California corporation, brought this action to set aside a deed of the lodge property and to restrain the attempted dissolution of the lodge. The lodge was originally incorporated about 1932, in the name of Katherine Tingley Lodge No. 1, and about 1945, it changed its name to the name indicated. At the time of the grievances here complained of it had 88 active members. It owned real and personal property valued at approximately $30,000. It adopted its own by-laws which provided generally that the lodge “recognizes the authority of the Constitution of the Theosophical Society (Covina),’’ “and shall conform with the By Laws of the American Section.’’ They also provided for a board of directors consisting of seven members; that a [134]quorum shall be composed of 20 members of the lodge and that “A special meeting of members may be called at any time by request of President, by a majority of members of Board of Trustees, or by 10 per cent of members collectively, upon three days’ written notice, and such notice specifying the proposed purpose of the meeting.” Article IV, section 2 thereof, provides that “The Board of Trustees shall be the legislative body of the Lodge and shall execute all corporate powers and the business affairs of the organization, ’ ’ and that “A majority vote shall be necessary for decision at such meetings.” Article X, section 1, provides that “The property of San Diego Lodge No. 1 shall be in the hands of the Board of Trustees, who shall have supreme power in this respect and in all legal matters pertaining to the welfare of the lodge”; that the property “now in its possession, of any kind whatsoever, whether real or otherwise, shall remain as such while working under the present Charter,” and that “No member of this Lodge shall have any individual right or title to such property.” Section 3 then provides that “Should this Lodge at any time be disbanded, or should its Charter be revoked, or should it by any other means go out of existence, its entire property, real, personal and mixed, shall become the property of Theosophical Endowment Corporation.” The constitution of The Theosophical Society, adopted in 1929, provides generally that applications for lodge charters shall be made to it and such lodge charters shall not be effective until signed by the leader; that when such an organization adopts “this constitution” it shall become an integral part of “The Theosophical Society.” By it, the leader is given the power to declare the policy and in general to direct the affairs of the society.