The control originally given to the trade groups over amendments to the by-laws affecting their particular commodity did not become a vested right so that such power of amendment could not thereafter be transferred to the membership of the exchange as a whole.
The amendment to the by-laws related to a procedural matter of government of the exchange. The rights of the trade group members were not curtailed by the amendment, much less taken away. They retained their right to vote. Other members were merely given the same rights, as being likewise interested in the subject-matter. The amendment in the circumstances, therefore, was proper. (Lord v. Equitable Life Assurance Society, 194 N. Y. 212, 232.)
The amendment related not to any particular group, but concerned the members of the corporation as a whole. This was so resolved under section 141 of the by-laws which referred the matter to the jurisdiction committee empowered to pass upon such questions. The amendment to section 139-B of the by-laws, having been passed as prescribed by section 139-A, was proper and legal.
The consolidation agreement itself provided for the amendment of the by-laws. It would be an anomalous situation if this particular by-law, section 139-B, could not be amended because no specific provision for its own amendment was contained in the consolidation agreement itself.
As to the agreement we are of the opinion that considering it tantamount to a certificate of incorporation, it likewise was properly amended pursuant to section 30 of the Membership Corporations Law. The ex parte approval given to its amendment was, therefore, likewise proper and should not have been vacated.
It follows, therefore, that the order appealed from should be reversed, with twenty dollars costs and disbursements, and the motion denied, with ten dollars costs.
Present—Martin, P. J., O’Malley, Untermyer, Dore and Cohn, JJ.; Dore, J., dissents and votes for affirmance.