vision, and the whole matter of assessments is one of management to be from time to time amended as the experience of the association demands, and the member agreed to be bound by amendments to the laws affecting only the part of the endowment which he should receive and the conditions of continued membership reasonably imposed. 5. SAME DISABILITY BENEFITS-RIGHT TO WITHHOLD. Where, at the time a benefit certificate was issued, providing for the payment of a part of the endowment annually after the member attained the age of 70 years, the association had not the statutory power to make such a contract, but it subsequently reincorporated under a statute giving it that power, the association could not afterwards, under its reserved power of amendment, so change the contract as to eliminate entirely the provision for old age benefits. 6. SAME-WAIVER OF RIGHTS. That a member, entitled under his certificate to old age benefits, continued his membership without protest and paid his assessments after an amendment in 1899, eliminating the provision as to benefits at the age prescribed in his certificate, and also after an amendment in 1901, eliminating old age as a cause of disability, did not operate as a waiver of his right to protest in 1904 against the entire elimination of the old age benefits from his certificate, where the law of 1904 contains the first demand upon him to agree that the association's construction of the effect of its earlier action shall bind him, that the amendment of 1899 applied to existing contracts. Appeal from St. Clair; Law, J. Submitted January 11, 1907. (Docket No. 22.) Decided July 1, 1907. Bill by Dan St. Clair Wineland against the Knights of the Maccabees of the World to enjoin changes in the terms of his benefit certificate. the bill, complainant appeals. tered for complainant. From a decree dismissing Defendant was organized in the year 1885, under the provisions of Act No. 104, Laws 1869, entitled "An act to provide for the incorporation of co-operative and mutual 148 MICH.-39. benefit associations," approved April 3, 1869. Articles of association are required to set out the objects of the corporation, the number of classes in such corporation, and the object of the division of such corporation into classes, all to be definitely stated, and the terms and conditions of membership therein. Management is by trustees, chosen by members, with power to adopt by-laws and to change them at pleasure "Except so far as they relate to the rights of the corporation to assess their members, or the members of a particular class of such corporation, and except, also, so far as said by-laws affect the rights and benefits belonging to or to be derived by the members of such corporation." Complainant became a member of the corporation in 1892, in June. He signed an application, in which he stated: * * * * * "I hereby agree that these statements in this application and the constitution and laws of the supreme tent shall form the basis of this contract for endowment; neglect to pay any assessment which shall be made by the supreme tent, within the time provided by the constitution and laws, or neglect to pay the dues, * shall vitiate my beneficiary certificate and forfeit all payments made thereon. * This application and the constitution and laws of the supreme tent now in force or that may hereafter be adopted are made the sole basis of the contract between myself and the supreme tent and I, for myself and my beneficiaries, agree to conform and be governed thereby." * * At the time the application was made, and the certificate hereinafter set out was issued, a by-law provided that upon a member reaching 70 years of age there should be paid to him annually one-tenth part of the sum for which his certificate was issued; such payments not to exceed, in the aggregate, the sum specified in the certificate. The statute gave defendant no power to pay, or to promise to pay, to a member a sum of money upon his attaining the age of 70 years. Walker v. Commissioner of Insurance, 103 Mich. 344; Calkins v. Bump, 120 "STATE OF PENNSYLVANIA. "Astra Castra. "THE SUPREME TENT Numen Lumen. "KNIGHTS OF THE MACCABEES OF THE WORLD. "Endowment Certificate of Membership. "THIS CERTIFIES that Sir Knight Dan St. Clair Wineland has been regularly admitted in and is recognized as a member in good standing of Crescent Tent, No. 47, located at Pittsburg, and that in accordance with and under the provisions of the laws governing the order, his legal beneficiary, named herein, is entitled to receive one assessment on the membership, but not exceeding in amount the sum of two thousand dollars, and the said sum will be paid as a benefit to Mary A. Wineland, his wife, upon satisfactory proof of his death together with the surrender of this certificate, provided he shall have in every particular complied with the laws, rules and regulations of the order governing members and their beneficiaries, which are now in force, or may hereafter be adopted by the supreme tent, or the subordinate tent to which he belongs and has not obtained his membership by fraud or misrepresentation as to his age, physical condidition or occupation when admitted to membership. If his death shall result from any occupation prohibited by the laws of the association, or he shall form personal habits in violation of the laws of the order, then this certificate shall be null and void and without force. "In case of permanent and total disability, or upon attaining the age of seventy years, he will be entitled to receive such part of said endowment, as provided in the laws of the order which are now in force, or which may hereafter be adopted by the supreme tent." In July, 1893, the provision for paying a member benefits upon his reaching the age of 70 years was stricken out of the laws, and there was substituted one for the payment of benefits to those totally and permanently disabled by disease, accident, or old age, with a further provision for monthly assessments, and for paying the same rate of assessment "thereafter so long as he remains continually in good standing in the order." In 1893, the legislature by Act No. 119, Pub. Acts 1893, defined a fraternal beneficiary society, provided for incorporation of such societies, permitting, but not requiring, the reincorporation of any society, within the definition, under its provisions. 2 Comp. Laws, §§ 7740-7759. Among the powers granted to such societies is the one of paying benefits in case of accident, sickness, disability, or old age of members. Under this act, defendant reincorporated in February, 1894. Among the objects of the association stated in the articles then filed was one to pay benefits to members totally and permanently disabled as a result of disease, accident, or old age. In 1895, defendant so amended its laws as to provide for relieving all members at age of 70 years from further payment of dues and assessments, and entitling such member to receive from the disability fund annually one-tenth part of the sum for which his certificate was issued. There were further amendments to the laws in 1897, 1899, 1901, and 1904, and in 1901 and 1904 amended articles of association were filed. The change in laws in 1899 eliminated the old age benefit feature unless there was total and permanent disability arising from old age and the member was 70 years of age. In 1901, the rate of assessment to be paid by complainant was fixed at $1.40 per thousand, and the provision for benefits to members on account of old age eliminated from the articles of association and from the laws. At the regular biennial review of the supreme tent, the governing body of the as sociation, held in July, 1901, a commission on rates was appointed to inquire into and examine the past experience of defendant, and determine whether the rates in force were sufficient to guarantee the continued existence of the order, and to enable it to carry out its contracts of life insurance with its members. The commission so appointed consisted of the supreme commander and four other members. The committee was instructed to report at the next meeting of the supreme tent, to be held in the month of July, 1904. The committee appointed a competent actuary to investigate and to report as to the adequacy of the rates then charged, and to make a compilation of statistics, and a history of the membership with reference to the expected further contribution of its members, and the future liability of the order under its contracts. After this time, and prior to July, 1904, a careful and thorough investigation was made by the actuary so employed with the aid of the committee and the officers and employés of the order, and the results were embodied in a report of the committee made at a review of the supreme tent held in July, 1904. The changes made in 1904 were predicated on this report. Among the changes made were the following: Fixing new and advanced rates of assessment, that for one joining at the age of 50 years being $2.75 per thousand (section 329); permitting members under the age of 51 years at time of joining the order to elect before January 1, 1905, to re-rate as of date of becoming a member, upon condition that all disability benefits were waived (section 330); putting all members who were more than 55 years old on January 1, 1905, and who did not elect to re-rate as at age of entry, upon a rate of $3 per thousand (section 335); providing for additional assessments (over fixed monthly assessments) if necessary to meet obligations (section 340); providing for payment of total and permanent disability benefits to members who did not elect to re-rate (section 409); providing that monthly rates paid by all (then) present members should provide death and total and permanent disability protection to age 55, at |