Virginia High School League, Inc. v. J.J. Kelly High School

Present: Carrico, C.J., Compton, Lacy, Hassell, Keenan, JJ., and
Stephenson and Whiting, Senior Justices

VIRGINIA HIGH SCHOOL LEAGUE, INC.
OPINION BY
v. Record No. 970053 SENIOR JUSTICE HENRY H. WHITING
October 31, 1997
J.J. KELLY HIGH SCHOOL

FROM THE CIRCUIT COURT OF WISE COUNTY
Willis A. Woods, Judge Designate

In this appeal, we apply corporate bylaws to resolve an

issue between a nonstock corporation and one of its members.
J.J. Kelly High School (Kelly) is a member of the Virginia

High School League, Inc. (the League), a nonstock corporation

organized to "foster among the public high schools of Virginia a

broad program of supervised competitions and desirable school

activities as an aid in the total education of students." The

principals of the over 280-member high schools and 14 other

persons comprise the members of the Legislative Council in which

the "general legislative powers of the League" are vested.

Classifying high schools into three groups based on student

membership in each school, bylaw §§ 11-1-1 and 11-2-1 define

student membership for "classification purposes only . . . [as]

original entries plus reentries minus withdrawals in grades 10,

11 and 12." As applicable here, bylaw § 11-1-1 directs that

classifications be made "according to each school's membership on

September 30 of the immediately preceding odd-numbered year."

Under bylaw § 11-2-1, the group classifications are based on the

following student memberships in the various high schools: (1)

Group A, 500 or fewer students; (2) Group AA, from 501 to l,000

students; and (3) Group AAA, 1001 or more students.
 Under bylaw § 21-1-1, each group is divided into districts

within the State and the various schools are assigned to

districts within their group classification. Bylaw § 21-2-1

provides that districts are established by group boards upon

approval of (1) redistricting study committee recommendations or

(2) requests from several schools within the same general area of

the State for their inclusion in a new district. However,

pursuant to bylaw § 21-2-3, districts may also be established "by

a Redistricting and Reclassification Committee appointed by the

League Chairman on authority of the Legislative Council. The

plan of redistricting and reclassification proposed by the

committee, when approved by the Executive Committee, . . . shall

be final."
In March 1995, the Legislative Council resolved "to appoint

a Redistricting and Reclassification Committee in accordance with

21-2-3 of the Handbook to gather data from schools, develop a

plan of redistricting and reclassification of [all schools and

all classes] and submit the plan to the Executive Committee for

final approval at the September [30, 1995] meeting." The

committee was appointed, collected data from the schools, and, on

July 29, 1995, submitted tentative redistricting and

reclassification plans to its member school principals which,

under bylaw § 11-1-1, would become effective in 1996. However,

instead of calculating school membership by using the September

30, 1995, attendance figures of tenth through twelfth graders,

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the committee used figures from March 31, 1995, of students in

the ninth through eleventh grades. The figures in these plans

showed Kelly as having a membership of 512 students, thus

removing it from Group A classification and placing it in Group

AA and, therefore, in a different district.

Kelly asserts that even though its protests against

reclassification to the redistricting committee and the executive

committee were unavailing, a correct application of the method

prescribed by the bylaws would demonstrate that its student

membership was less than 501 persons. Consequently, Kelly filed

this suit to enjoin the League from executing its plan to change

Kelly's group status from Group A to Group AA and to transfer

Kelly from its former Lonesome Pine District of Group A to the

Highlands District of Group AA. After an ore tenus hearing, the

chancellor issued a written opinion in which he held that the

League had arbitrarily and capriciously violated its own bylaws

in reclassifying Kelly and directed counsel to prepare a decree

enjoining such reclassification.

Upon being advised that the parties had agreed to permit

Kelly to remain in Group A pending the League's appeal of the

court's judgment, the chancellor entered a decree directing the

parties to comply with that agreement pending the appeal to this

Court. We awarded an appeal to the League.

The League contends that bylaw § 21-2-3 is "an alternative

means to redistrict and reclassify already in the bylaws." It

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also argues that because the Redistricting and Reclassification

Committee report had to be submitted at the Executive Committee's

September 30 meeting, it would have been impossible to include

school membership figures from that same day as required by bylaw

§ 11-2-1. Accordingly, the League asserts that the committee's

decision to use the March 31 figures for ninth through eleventh

grade students was a reasonable construction of its rules.

Kelly responds that the language of the bylaw sections in

controversy is unambiguous and that we should give effect to the

plain meaning of that language. We agree with Kelly.
Ordinarily, nonstock corporations and their members are

controlled by the corporate bylaws. See Code § 13.1-823(B); Blue

Ridge Property Owners Ass'n v. Miller, 216 Va. 611, 615, 221

S.E.2d 163, 166 (1976); cf. Knights of Columbus v. Burroughs'

Beneficiary, 107 Va. 671, 680, 60 S.E. 40, 43 (1908) (member of

mutual benefit society bound by its bylaws). And, courts apply

the bylaws in resolving disputes between those parties. See,
e.g., Blue Ridge Property Owners Ass'n, 216 Va. at 615, 221

S.E.2d at 166.

Moreover, "[t]he rules used to interpret statutes,

contracts, and other written instruments are applicable when

construing corporate bylaws." 8 William M. Fletcher, Fletcher

Cyclopedia of the Law of Private Corporations § 4195 (perm. ed.

rev. vol. 1992). Hence, courts will not attempt to look beyond

the language of bylaws written in unambiguous terms. Id.; cf.

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Seoane v. Drug Emporium, Inc., 249 Va. 469, 475, 457 S.E.2d 93,

96 (1995) ("[I]f such contractual language is unambiguous, . . .

we do not apply rules of construction or interpretation; we

simply give the language its plain meaning"); Brown v. Lukhard,

229 Va. 316, 321, 330 S.E.2d 84, 87 (1985) ("If [statutory]

language is clear and unambiguous, there is no need for

construction by the court; the plain meaning and intent of the

enactment will be given it"). Similarly, when bylaw language is

unambiguous, we need not defer to an interpretation of a

corporation's various boards and committees.
In this case there is no need to interpret or construe the

unambiguous language of bylaw § 11-1-1 requiring the League to

classify schools based upon student membership in "grades 10, 11,

and 12" as of "September 30 of the immediately preceding odd-

numbered year." This language tells the League exactly how the

student membership of each member high school must be determined

in classifying a particular school. Nor does any language in

bylaw § 21-2-3 conflict with this requirement, as suggested by

the League. Although empowering the Redistricting and

Reclassification Committee to reclassify schools and establish

districts, nothing in bylaw § 21-2-3 suggests that the

committee's "means" of doing so can be other than that plainly

set forth in bylaw § 11-1-1.

Hence, we cannot accept the League's suggestion that the

time constraints imposed upon the Redistricting and

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Reclassification Committee by the Executive Committee authorized

either of the committees or the League to use a different method

for determining student population. Such an authorization would,

as the chancellor indicated, effectively permit those committees

to amend the bylaws. Bylaw § 25-4-1 vests the power of amendment

solely in the Legislative Council and sets forth specific

procedures for amendment, none of which was followed here.

Accordingly, we conclude that the League action was a

violation of its bylaws and is, therefore, invalid. For this

reason, we will affirm the trial court's judgment and remand the

case for any further proceedings that may be necessary,

consistent with this opinion.

Affirmed and remanded.

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