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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