Hornady v. Goodman

Related Cases

Stark, J.,

dissenting. These cases were argued together. Counsel for each of the parties in the equity case, as well as in the quowarranto case, and the cross-bill of the same, agree that the controlling question is, who was the duly elected president of the Atlanta Woman’s Club at the annual May meeting? By-laws throwing light on the questions involved in this case are as follows:

Article 5, section 1. The officers of this club shall be a President, First and Second Vice-President, Treasurer, Assistant Treasurer, Corresponding Secretary, Recording Secretary,' Assistant Recording Secretary, and Auditor, who shall be separately elected by ballot of the club. They may be re-elected but for one year. If there is only one nomination for any office, secretary shall be instructed to cast the ballot.

Section 2. A nominating committee of five members shall be elected at the second meeting in February. This committee shall meet as early as possible after its election, select a chairman, and proceed to arrange a ticket for presentation to the club two weeks before the day appointed for the election.

Section 3. The nominee must be notified, and the consent for the use of her name obtained, before the report is made public. The ticket shall be posted in the club-house two weeks before the day appointed for the election.

Section 4. As an aid to the nominating committee in making up the list, an informal vote will be received at the first and second *577meeting of the club after the election of this committee, when each member may put in a prepared box a signed list of names she would suggest for the different officers.

Section 5. Nominations from the floor shall always be in order.

The writer will discuss first the quo-warranto case of Pound-stone v. Goodman. The court did not err in overruling the general and special demurrers filed by the defendant, and in overruling the plea in abatement. The writ of quo warranto was the proper proceeding to raise the question, who was elected president of the Atlanta Woman’s Club. McCarthy v. McKinney, 137 Ga. 292; Hussey v. Gallagher, 61 Ga. 86; Harris v. Pounds, 64 Ga. 121; Stanford v. Lynch, 147 Ga. 519; Code, § 5451. The Atlanta Woman’s Club is a corporation chartered under the laws of Georgia. As such it has the right to pass such by-laws and rules for the government of its internal affairs, as well as the election of its president, as it sees fit, not inconsistent with its charter, and the laws .of the State. Code, § 2216. Corporations, as well as legislative bodies, have the right to adopt rules governing their meetings or proceedings; this applies to the Atlanta Woman’s Club. It appears that “Fox’s Parliamentary Usage” had been regularly adopted by this club as its parliamentary guide. This guide provides: “To close nominations. The motion to close nominations, if carried, cuts off further nominations.” At the April meeting the record shows that this motion was made and carried, and when the minutes (if it had been a legislative body it would have been called the Journal) of the April meeting were read at the May meeting they were confirmed; and so far as the record shows, they were confirmed without any motion being made to rescind or modify that portion of the minutes closing nominations. This was tantamount to again closing nominations.

It is insisted, however, that section 5 of the by-laws, “Nominations from the floor shall always be in order,” gave to Mrs. Richardson the right at the May meeting to nominate Mrs. Hornady from the floor. Section 5 must be construed in connection with sections, 1, 2, 3, and 4 of the by-laws, and also with reference to the parliamentary guide adopted. It was evidently the intention of the Atlanta Woman’s Club, in the adoption of by-law 5, providing that nominations from the floor should always be in order, to reserve to the members of the club the right to make *578nominations from the floor, and not be tied by a nominating committee of five provided by the by-laws; and as long as that nominating committee of five could function, nominations from the floor were in order. But it would be giving section 5 an unreasonable construction, one that the other by-laws, rules, and parliamentary guide clearly show was not intended to be given to it, to hold otherwise. The nominating committee of five were required to present the name of a member of the club for president; but notwithstanding this power given the nominating committee, nominations from the floor were always in order. This course was pursued at the April, 1928, meeting, and then by action of the club nominations were closed. In the face of this action Mrs. Richardson was without authority to nominate Mrs. Hornady at the May meeting.

Among the definitions of the word “always” by Webster, are “Constantly during a certain period, or regularly at stated intervals;” and by giving the word “always” this construction there is no conflict between these by-laws and rules. In 1 Words and Phrases reference is made to an act requiring all railroad companies to keep engineer, fireman, or some one else “always on the lookout” ahead when the train is in motion, and to a ruling that such act does not require that the railroad company should keep somebody on the locomotive throughout the entire trip “always on the lookout,” but it is sufficient if the precaution was being observed when the accident occurred. Louisville & Nashville R. Co. v. Stone, 54 Tenn. 468-471. When the club convened at the May meeting, after the nominations had been closed by its action, and when only the name of Mrs. Goodman was before the body for president, the second paragraph of section 1 of article 5 of the by-laws, that “If there is only one nomination for any office, secretary shall be instructed to cast the ballot,” applied, and it was proper for the presiding officer to direct the secretary to cast the ballot for Mrs. Goodman. This paragraph says the secretary “shall” cast the ballot. The court was therefore right in holding that at the May meeting, 1928, Mrs. Price-Smith as president was within her right and authority when she directed the secretary to cast the ballot of the club for Mrs. Goodman, and that Mrs. Goodman was the duly and legally elected president of the Atlanta Woman’s Club.

As to the equity case (No. 6690), the court did not err in overruling the demurrers of the "defendant. There were other issues *579and matters germane in the injunction proceeding besides tbe sole question as to who was president of the Atlanta Woman’s Club. Tbe care, control, and management of the property of tbe club was involved, as well as its upkeep.