I concur. The certificate is a part of the contract. Its express stipulations cannot be altered by an amendment to the by-laws unless the power so to alter them be expressly reserved on the face of the certificate, and the certificate issued to deceased in 1886 contained no such reservation. The contract is found in *772the chartered powers of the corporation, the constitution and by-laws of the corporation, and the certificate issued to the individual members. Although the defendant is a mutual benefit organization, in which every member is both insurer and insured, in which the obligations and rights of the members are concurrent, and in which the constitution and by-laws are, by the very law of their being, like all laws, subject to change, yet as to that part of the contract expressed in the certificate the corporation and the members deal at arm’s length. The stipulations in the certificate are personal to the holders. The certificate is issued by virtue of the by-laws, but it exists independently of them, and, in the absence of an express reserved power, cannot be altered by amendment to the by-laws- If there were no independent promise contained in the certificate and the contract was expressed in the by-laws only, then I do not doubt that the by-laws might be amended, and the contract thereby changed, by the reserved power which always exists to amend by-laws. Of course, this is subject to the rule of reason, as in Parish v. New York Produce Exchange (169 N. Y. 34) it was held that a fund raised and held in trust for a particular purpose could not be diverted to another purpose. But the rules of assessment and the amount of the benefits could be changed with the reasonable purpose of securing solvency and treating all members alike by preventing the payment in full of the benefits that first fall in and defaulting in the others.
But when certificates are issued to individuals, the promises contained therein are vested interests in the holders. As to these promises the corporation has bound itself whether they lead to insolvency or not.
Let us now consider the wording of the certificate issued to decedent in 1886. The defendant thereby agreed to pay to the beneficiary “ a sum of money not exceeding three thousand dollars, according to the provisions of law governing said fund upon the death of said member in good standing.” There is not a word of any reserved rights to change the amount. The obligation is to pay the benefit not exceeding $3,000 according to the provisions of law governing said fund. At tliat time the provisions in the constitution and by-laws, which were referred to by the words “ provisions of law,” were that $3,000 should be paid. Therefore, the promise was to pay $3,000. As to such a certificate Judge Cullen in Beach v. Supreme Tent K. of M. (177 N. Y. 100), at page 104, said: “ It is to pay one-half of the certificate on disability as provided in the laws of the order,’ not as may be provided in the laws of the order.” So in this case the promise was to pay a sum of money not exceeding $3,000 according to the *773provisions of law governing such fund. This meant the then existing provision's of law, and they provided for the payment of $3,000. This, then, was the promise contained in the certificate, and this promise is beyond the reach of any amendment to the laws of the order.
I concur on the sole ground that a promise contained in a certificate or other contract made by a mutual benefit association with and personal to an individual member, may not be altered by amendment to the constitution or by-laws of the organization unless such power be reserved on the face of the certificate by language so plainly expressing the extent of 'the reservation that the certificate holder, on joining the association, may, by reading his certificate, understand the relations into which he is coming.
Judgment affirmed, with costs.