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Structure and Rules of Organizations

Generally, the organization of an unincorporated association does not depend upon compliance with certain statutory provisions.[i]  However, such organizations are subject to legislative control.  An “association” is a broad term which may be used to include a wide assortment of differing organizational structures.[ii]

Individuals who associate themselves in a voluntary fraternal organization may prescribe conditions upon which membership in the association may be acquired, or upon which it may continue.  They may also prescribe rules of conduct for themselves during their membership, with penalties for their violation, and the tribunal and mode in which the offenses shall be determined and the penalty enforced.  Unless they contravene some law of the land, these rules are regarded in the same light as the terms of any other contract, the rules constituting their agreement.  However, organizations of this character are recognized as legal bodies and entitled to recognition in courts for the enforcement of their rules, only the determination of some civil right or some right of property is involved.  In these cases, courts are limited to inquiring whether the rules prescribed by the organization for the determination of the right have been followed.[iii]

Without direction or interference by the courts, a voluntary association may adopt a constitution, bylaws, rules and regulations which control all questions of discipline, internal policy, and management.  The association’s right to interpret and administer the same is as sacred as the right to make them.[iv]

The constitution, bylaws, rules and regulations of a voluntary association constitute a contract between the associations’ members.  Such a contract is binding upon each member so long as the bylaws remain in effect.  Therfore, any dispute between a voluntary association and one of its members concerning the construction or validity of the association’s constitution, bylaws, rules and regulations constitutes a dispute as to the construction or validity of a written contract.[v]  Moreover, one who becomes a member of a corporation is deemed to have known and assented to the provisions of its charter and by-laws [vi]

[i] Weidenfeld v. Keppler, 84 A.D. 235 (N.Y. App. Div. 1903)

[ii] Mohonk Trust v. Board of Assessors, 47 N.Y.2d 476 (N.Y. 1979)

[iii] Lawson v. Hewell, 118 Cal. 613 (Cal. 1897)

[iv] Indiana High Sch. Ath. Ass’n v. Reyes, 694 N.E.2d 249 (Ind. 1997)

[v] Wells v. Mobile County Board of Realtors, Inc., 387 So. 2d 140 (Ala. 1980)

[vi] La Salle County Farm Bureau v. Thompson, 245 Ill. App. 413 (Ill. App. Ct. 1927)

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