CROSS v. THE MIDTOWN CLUB,
INC.
33 Conn. 150, 365
A.2d 1227 (1976)
STAPLETON, JUDGE. The following facts are admitted or undisputed: The
plaintiff is a member in good standing of the defendant nonstock Connecticut
corporation. Each of the individual defendants is a director of the
corporation, and together the individual defendants constitute the entire board
of directors. The certificate of incorporation sets forth that the sole purpose
of the corporation is "to provide facilities for the serving of luncheon
or other meals to members." Neither the certificate of incorporation nor
the bylaws of the corporation contain any qualifications for membership, nor
does either contain any restrictions on the luncheon guests members may bring
to the club. The plaintiff sought to bring a female to lunch with him, and both
he and his guest were refused seating at the luncheon facility. The plaintiff
wrote twice to the president of the corporation to protest the action, but he
received no reply to either letter. On three different occasions, the plaintiff
submitted applications for membership on behalf of a different female, and only
on the third of those occasions did the board process the application, which it
then rejected. Shortly after both of the above occurrences, the board of
directors conducted two separate pollings of its members, one by mail, the
other by a special meeting held to vote on four alternative proposals to
amending the bylaws of corporation concerning the admission of women members
and guests. None of these proposed amendments to the bylaws received the
required number of votes for adoption. Following that balloting, the plaintiff
again wrote to the president of the corporation and asked that the directors
stop interfering with his rights as a member to bring women guests to the
luncheon facility and to propose women for membership. The president's reply
was that "the existing bylaws, house rules and customs continue in effect,
and therefore [the board] consider[s] the matter closed."
In addition to seeking a declaratory judgment which will inform him of
his rights vis-à-vis the corporation and its directors, the plaintiff is
also seeking injunctive relief, orders directing the admission of the
plaintiff's candidate to membership and denying indemnity to the directors,
money damages, and costs and expenses including reasonable attorney's fees. It
should be noted at the outset that the plaintiff is not making a claim under
either the federal or state civil rights or equal accommodations statutes, but
that he is solely asserting his membership rights under the certificate of incorporation,
the bylaws, and the statutes governing the regulation of this nonstock
corporation. As such, this is a case of first impression in Connecticut.
Connecticut has codified the common-law right of a member to proceed
against his corporation or its directors in the event of an ultra vires act. In
fact, it has been done specifically under the Nonstock Corporation Act.
No powers were given to the defendant corporation in its certificate of
incorporation, only a purpose, and as a result the only incidental powers which
the defendant would have under the common law are those which are necessary to
effect its purpose, that being to serve lunch to its members. Since the club was
not formed for the purpose of having an exclusively male luncheon club, it
cannot be considered necessary to its stated purpose for the club to have the
implied power at common law to exclude women members.
Under the Connecticut Nonstock Corporation Act, the corporation could
have set forth in its certificate of
incorporation that its purpose was to engage in any lawful activity
permitted that corporation. That was not done. Its corporate purposes were very
narrowly stated to be solely for providing "facilities for the serving of
luncheon or other meals to members." The certificate did not restrict the
purpose to the serving of male members. Section 33428 of the General Statutes
provides that the corporate powers of a nonstock corporation are those set forth
in the Nonstock Corporation Act, those specifically stated in the certificate
of incorporation, neither of which includes the power to exclude women members,
and the implied power to "exercise all legal powers necessary or
convenient to effect any or all of the purposes stated in its certificate of
incorporation. . . ."
We come, thus, to the nub of the controversy and the basic legal
question raised by the facts in this case: is it necessary or convenient to the
purpose for which this corporation was organized for it to exclude women
members?
This court concludes that it is not. While a corporation might be
organized for the narrower purpose of providing a luncheon club for men only,
this one was not so organized. Its stated purpose is broader and this court
cannot find that it is either necessary or convenient to that purpose for its
membership to be restricted to men. It should be borne in mind that this club
is one of the principal luncheon clubs for business and professional people in
Stamford. It is a gathering place where a great many of the civic, business,
and professional affairs of the Stamford community are discussed in an
atmosphere of social intercourse. Given the scope of the entry of women today
into the business and professional life of the community and the changing
status of women before the law and in society, it would be anomalous indeed for
this court to conclude that it is either necessary or convenient to the stated
purpose for which it was organized for this club to exclude women as members or
guests.
While the bylaws recognize the right of a member to bring guests to the
club, the exclusion of women guests is nowhere authorized and would not appear
to be any more necessary and convenient to the purpose of the club than the exclusion
of women members. The bylaws at present contain no restrictions against female
members or guests and even if they could be interpreted as authorizing those
restrictions, they would be of no validity in light of the requirement of 5
33-459(a) of the General Statutes, that the bylaws must be "reasonable
[and] germane to the purposes of the corporation.
The court therefore concludes that the actions and policies of the
defendants in excluding women as members and guests solely on the basis of sex
is ultra vires and beyond the power of the corporation and its management under
its certificate of incorporation and the Nonstock Corporation Act, and in derogation
of the rights of the plaintiff as a member thereof. The plaintiff is entitled
to a declaratory judgment to that effect and one may enter accordingly.