10. Provisions of articles of an unincor- posed of those who were members and shareporated association, relative to transfer of holders at the time of dissolution; and they stock, construed, in a particular case. Sav- were liable for the debts of the association age v. Putnam, 32 Barb. 420; Chappell v. beyond its assets. Me. Supreme Ct. 1851, Cadell, Jacob, 537. Smith v. Virgin, 33 Me, 148.

12. If by the articles of a trading association it appears that the society was designed to consist of many members, who might from time to time cease to be interested in the concern by voluntary withdrawal or death, and that the same business should be continued by those who should remain, and by such as might be added to their number under the articles, the death of one member does not relieve others from liability to contribute for debts subsequently contracted without their consent or knowledge. Mass. Supreme Ct. 1863, Tyrrell v. Washburn, 6 Allen, 466.

11. Articles of agreement of an unincorporated association, stipulated that the capital stock should be divided into shares which should be transferable; that no member "shall be discharged from his obligations, as a member of the company, by transfer of his share or shares, until the transfer is certified to the secretary; and no person becoming a party by the purchase of a share or shares shall be entitled to the privilege of membership, until he signs these articles ;" and that trustees should be appointed to manage the affairs, in whom all the property should vest in trust. Accordingly trustees were appointed, who made purchases of real and personal 13. The constitution of a joint-stock assoproperty, and proceeded to the transaction of ciation provided that each share should be business. Shares were from time to time $500, and that each shareholder on engaging transferred, until twenty-nine fortieths of to render his personal services, should be them were held by one person. Held, that a entitled to another share. C. became a stocksale by him, not of his shares, but of twenty- holder, but did not subscribe for personal nine fortieths of all the land and property services. He, however, authorized W. to act which had belonged to the company, was a dissolution of the association; and that the persons who owned the shares at the time of the dissolution, were entitled, according to the number of their shares, to all the avails and assets of the company, and liable to contribute, in the same proportions, to all the debts of the company.

as his substitute, who was permitted to do
so, but never subscribed; and soon deserted.
Thereupon, in accordance with a provision of
the constitution, C.'s interest in the associa-
tion was declared to be forfeited. Held, that
the substitution conferred upon W.
no share
in the stock, which could be forfeited by de-
sertion, although such forfeiture had been
declared by a unanimous vote of the com-
pany. Me. Supreme Ct. 1853, Cox v. Bodfish,
35 Me. 302.

14. Power to take by will. That unincorporated associations are not capable of taking property by will, for charitable purposes,-see Baptist Association v. Hart, 4 Wheat. 1; Goesle v. Bimeler, 5 McLean, 223; Owens v. Missionary Society, 14 N. Y. (4 Kern.), 380; Green v. Allen, 5 Humph. 170.

In a partnership at common law, with no provision in the agreement qualifying the rules ordinarily applicable, a dissolution takes place on the assignment of the interest of any member. The assignee may be received as a member; but he has no concern as a partner with the firm before the assignment, and is in no manner liable as such for its obligations. But such a rule cannot well be applied to the transfer of shares held under articles of association such as were shown in this case. They show an intent that the evi- 15. That a bequest or devise to such an dence of membership, and the times when it association may be valid; or may be carried commenced and ended should be proved by into effect indirectly,-see Cahill v. Bigger, 8 the parties' own signature upon the books B. Monr. 211; Preachers' Aid Society v. Rich, of the company. They clearly imply that 45 Me. 552; Tucker v. Seaman's Aid Society, when the transfer is certified to the secretary, 7 Metc. 188; Peabody v. Eastern Methodist the seller is relieved from all liability: and Society in Lynn, 5 Allen, 540; Hamblett v. this involves a transfer of the liability to the Bennett, 6 Allen, 140; McCartee v. Orphan purchaser, as an incident to the share. The Asylum Society, 9 Cow. 437, 486; Wright last copartnership was, therefore, that com- v. Methodist Ep. Ch. 1 Hoffm. 202; Zim

merman v. Anders, 6 Watts & 8. 218; Pick- corporated banking company, that "M. had ering v. Shotwell, 10 Pa. St. 23; Evangelical deposited with him $430, in tickets, on deAssociation's Appeal, 35 Pa. St. 315; Gibson posit, subject to him only, on the return of v. McCall, 1 Rich. 174; Stone v. Griffin, 3 Vt. the certificate," imports on its face no liability 400; Smith v. Nelson, 18 Vt. 511, 546. of the company. Miss. Ct. of Errors, 1845, Lake v. Munford, 4 Smedes & M. 312.

16. Powers of officers and agents. A voluntary association-e. g. the order of Odd Fellows-cannot confer judicial powers on its officers or committees. The creation of judicial tribunals is one of the functions of the sovereign power, and an adjudication of such officers, as such, on rights of property, is not good as a judgment, nor, it seems, as an award. N. Y. Ct. of Appeals, 1857, Austin v. Searing, 16 N. Y. 112. Compare supra, 4, 5.

17.to sue. That a cashier of an unincorporated banking association, holding a check for the use of the concern, may sue upon it in his own name, see O'Brien v. Smith, 1 Black, 99.

18. Trustees de facto of a religious society, though it be not duly incorporated, have possession of the house under color of right, and may bring suit against a trespasser. Supreme Ct. 1832, Green v. Cady, 9 Wend. 414.

23. The articles of association of an unincorporated company provided that the agents and trustees should have no authority to bind it by any contract, unless containing a restriction that payment should be made solely out of the joint property of the association. The president made an oral contract with plaintiff for work to be done by him, without any such restriction. Held, that the contract was void, but that the company having had the benefit of the work, its members were liable to plaintiff for it on a quantum meruit. N. Y. Superior Ct. 1829, Sullivan v. Campbell, 2 Hall, 271.

24 or incur expenses. Trustees of an unincorporated land company cannot be allowed in their account for expenditures made by them without authority from the company, although such expenditures greatly enhanced the value of the land. Ala. Supreme Ct. 1848, McKinley v. Irvine, 13 Ala.N.S. 681. 19. to contract debts. 25. As to the after dissolution. After the dissolupower of directors of a trading association tion of an unincorporated banking company, to contract debts under peculiar articles of neither commissioners appointed to wind it agreement, see Tyrrell v. Washburn, 6 Allen, up, nor their agents, have power to bind the 466. members by any new engagement. Miss. Ct. of Errors, 1845, Lake v. Munford, 4 Smedes & M. 312.

20. A Review was established by an association of shareholders, who passed certain written resolutions for its management and 26. After a manufacturing association had regulation. One of these provided for the abandoned their enterprise, and all the other appointment of a committee of shareholders partners had determined to make no further to assist the editor in promoting the pros- advances, and to incur no further expense, a perity and circulation of the Review, and to partner rendered services and incurred exobtain, as far as possible without expense, penses tending to preserve the partnership literary contributions, and to aid the editor building and to enhance its value. Held, that as he might require in all matters connected he could not be allowed therefor in the partwith his department. Held, that this reso-nership accounting. N. Y. Chancery, 1824, lution did not empower one of the committee to contract for the supply of literary articles, or to bind the shareholders to pay for them when supplied and inserted in the Review. C. P. 1847, Heraud v. Leaf, 17 Law J. 57. 21. That express proof is required of authority from the partners, or of a necessity to draw bills, in the conduct of the business, to justify directors in drawing bills on the credit of the association,‚—see Dickinson v. Valpy, 10 Barn. & C. 128; 5 Mann. & R. 126.

Skinner v. White, Hopk, 107.

27. Their liabilities. The treasurer of a voluntary association for charitable purposes will be holden to account for the money in his hand, and to pay it over to those entitled to receive it according to the interests of the association, Vt. Supreme Ct. 1839, Penfield v. Skinner, 11 Vt. 296.

28. An agent of an unincorporated company, who does not disclose the fact of his agency at the time of making a contract for 22. A certificate by the agent of an unin-services to be rendered at a stipulated price,

is personally responsible therefor, unless by mittee-men.

Pa. Supreme Ct. 1853, Phipps

the subsequent facts, and the acts of the party v. Jones, 20 Pa. St. 260.
who renders such service, in connection there-
with, he has been discharged from such lia-
bility. Mass. Supreme Ct. 1862, Hutchinson
v. Wheeler, 3 Allen, 577.

29. Suits between the association and its members. Inasmuch as, when the articles of association do not regulate the remedies of members as between themselves, the general law of partnership applies, an associate cannot maintain assumpsit for goods sold and delivered, against the association, neither can his assignee. Cal. Supreme Ct. 1858, Bullard . Kinney, 10 Cal. 60.

30. Where an unincorporated joint-stock association is formed, and the members of it, by the articles of association, promise to pay the amount of stock by them severally subscribed, in calls to be made by trustees named in the articles, an action at law lies to enforce such promise, notwithstanding that both the plaintiffs and the defendants are members of the association, and consequently copartners. N. Y. Supreme Ct. 1838, Townsend v. Goewey, 19 Wend. 424.

31. That an action cannot be maintained by the treasurer of an association not incorporated, upon a written promise to pay money as a subscription, though payable to the "treasurer" of such association alone,Ewing v. Medlock, 5 Port. 82.

-see

32. In a bill filed by a stockholder of an unincorporated company, for the settlement of its affairs, all the trustees should be made parties, or their representatives, if any be dead. Ala. Supreme Ct. 1848, McKinley v. Irvine, 13 Ala. 681.

33. A set-off in favor of a member of an unincorporated company, which has voted to close its business and divide its property, is not available in an action upon his note given to the treasurer, while the affairs of the association remain unadjusted. Mass. Supreme Ct. 1862, Fargo v. Saunders, 4 Allen, 378.

34. Suits against third persons. An unincorporated company cannot sue in the name of the trustees. N. Y. Supreme Ct. 1815, Niven v. Spickerman, 12 Johns. 401.

36. That one or more members of a very numerous association, unincorporated, may sue on behalf of all interested,-see Dennis v. Kennedy, 19 Barb. 517; Wood v. Draper, 24 Barb. 187; 4 Abb. Pr. 322; Beekman Fire Ins. Co. v. First M. E. Church, 29 Barb. 658; 18 How. Pr. 431; Smith v. Lockwood, 1 Code R. N. S. 319; 10 N. Y. Leg. Obs. 12.

37. An action cannot be maintained for the benefit of an unincorporated society in the name of a member, merely upon an allegation that the members are extremely numerous; but the complaint must set forth the articles of association to enable the court to determine whether they have a right of action in the case, and whether the plaintiff named has authority to sue for them. A statement that he is especially authorized to do so, is not enough. N. Y. Superior Ct. 1851, Habicht v. Pemberton, 4 Sandf. 657.

38. Proving the association. When a suit is brought by a creditor of a company, though the association was formed by contract in writing, or written articles of copartnership, the partnership may be proved by oral evidence of the actions, or declarations of the parties. But if the question be inter se, the only competent evidence of partnership is the articles themselves. Supreme Ct. 1852, Cutler v. Thomas, 25 Vt. 73. 39. Dissolution. A voluntary association

Vt.

for charitable purposes voted to transfer their
funds to another society, appointed a com-
mittee to make the transfer, and ceased to meet
for five years. Held, that the association was
dissolved, and that subsequent proceedings
were of no effect.
Penfield v. Skinner, 11 Vt. 296.
Vt. Supreme Ct. 1839,

40. Where a sale and distribution of the property in a certain period is positively provided for by private articles of association, any of the shareholders have a right to insist upon the sale and distribution according to the articles, though it may not be for the interests of the concern. N. Y. Chancery, 1847, Mann v. Butler, 2 Barb. Ch. 362.

41. Where such articles provide that the trustees shall sell the property, and convert 35. An unincorporated religious society the same into money, and close up the busimay sue on a contract made with them in ness within six years, the trustees should sell their associate capacity, and for the legiti- the lands held by them under such articles, mate purposes of their association, though at auction, if they cannot dispose of them for no persons are named as trustees or com- cash at private sale, after giving reasonable

notice to the shareholders, so that they may attend the sale and see that the property is not sold below its cash value; and the same disposition should be made of the bonds and mortgages, and other securities, if they can not be collected, or sold at private sale, within a reasonable time. Ib.

42. That excluding a member from privileges of membership, or one elected a trustee from the exercise of his office, may be ground for decreeing a dissolution,-see Gorham v. Russell, 14 Cal. 531; 18 Cal. 688. Berry v. Cross, 3 Sandf. Ch. 1.

25 Vt. 73. And see Kearsley v. Codd, 2 Carr. & P. 408 n.

45. Stipulations of unincorporated jointstock companies, for the purpose of restricting the liability of shareholders, are of no avail; and whoever becomes a subscriber upon the faith of the restricting clause, or of the limited responsibility which that holds out, will have himself to blame, and be the victim of his ignorance of the known law of the land. Chancery, 1832, Walburn v. Ingilby, 1 Mylne & K.

61.

46. A number of persons signed a writing, 43. Application of assets. An association commencing, "We, the subscribers, hereby for purposes of mutual benevolence among form an association or company, for the purits members only, is not an association for pose of establishing a scientific journal or pacharitable uses. If not incorporated, its per." By this writing, three managers were members are regarded in law as partners, in appointed, who were authorized to establish their relations to third persons, and the and conduct the paper, when sufficient capproperty of the association must be appro-ital was subscribed, paid in, or secured. Mapriated to pay the debts of creditors who are terials necessary to establish the paper were not members, before it can be applied towards purchased by an agent appointed by two of payment of the claims of its members. Pa. Supreme Ct. 1835, Babb v. Reed, 5 Rawle,

151.

44. Individual liability of members. The members of an unincorporated association organized for carrying on a business without being incorporated, are liable, in general, as partners, to third parties, to the full extent of the indebtedness of the association.* N. Y. Supreme Ct. 1854, Wells v. Gates, 18 Barb. 554; Vt. Supreme Ct. 1852, Cutler v. Thomas,

* In England this general rule was at one time held applicable to persons who unite themselves for the purpose of obtaining incorporation (so to speak) as a joint stock company; and it was considered that each individual of such a preliminary association might be held liable, as a partner, for all the services employed or engagements made, by those who carried forward the necessary steps to procure incorporation. See Wood v. Duke of Argyle, 6 Mann. & G. 928; Steigenberger v. Carr, 8 Mann. & G. 191; Upfill's case, 14 Jur. 843; 2 II. L. Cas. 674.

But it has by later decisions been settled that there arises

between those who unite merely in proceedings for the formation of a projected company, no relation of general

partnership whatever, and no power to bind each other, for expenses incurred in carrying forward the enterprise. Each binds himself only, by his own acts and declarations, unless he acts by virtue of some authority conferred by the deeds of association. House of Lords, 1852, Bright v. Hutton, 3 H. L. Cas. 841; 12 Eng. L. & Eq. 1.

the managers. Held, that the subscribers to the writing were liable for the debt incurred, as partners, although it did not appear that the third manager conferred and acted with his associates. N. Y. Supreme Ct. 1854, Wells v. Gates, 18 Barb. 554.

47. Where an unincorporated association, carrying on a banking business, made promissory notes, which were expressed to be payable "out of their joint funds, according to the articles of association," and it appeared, in an action thereon, that they had no funds, and that the articles of association provided that such notes were to be paid in specie if convenient,-Held, that the members were individually liable, and that the clause mentioning the fund in the contract must be construed as directing the application as between themselves. Pa. Supreme Ct. 1818, Hess v. Werts, 4 Serg. & R. 356.

48. The members of an association are liable for goods furnished on the order of an agent of the association, if furnished with their concurrence and approbation. Pa. Supreme Ct. 1842, Ridgely v. Dobson, 3 Watts & S. 118.

49. A rented a room to an association of individuals at a monthly rent. After the contract, B became a member of the associa

The directors and managing committee of such an intended company are, however, liable for services rendered to such an association, on their employment and credit; and so also are any other members of the association to whom tion, and, as such, used and occupied the employees are justified, by the terms of the association or room. Held, that B was not liable for the by their own active agency in making engagements, in lookrent before or after he became a member, upon a count upon the special contract, or

ing for compensation. Q. B. 1839, Bell v. Francis, 2 Carr.

& P. 66.

upon an indebitatus or quantum meruit for | property. Pa. Supreme Ct. 1849, Wesley work and labor done. Tenn. Supreme Ct. Church v. Moore, 10 Pa. St. 273; to nearly 1841, Barry v. Nuckolls, 2 Humph. 324. the same effect, Chancery, 1846, Attorney General v. Corporation of Leicester, 9 Beav. 546.

50. A defendant who purchases a steamboat and has her repaired with the expectation of selling her to an association of which he and the plaintiff expect to become members, is liable for the repairs, unless by agreement the credit was to be given to the [This chapter embraces some general principles relative to atassociation. Md. Ct. of Appeals, 1860, Wells . Turner, 16 Md. 133.