[15 NJSuper Page 88] The allegations of the complaint herein are set forth in considerable detail in the opinion filed in connection with the defendants' motion for a dismissal, as reported in Leeds v. Harrison , 7 N.J. Super. 558, 72 A. 2 d 371 (Ch. Div. 1950), and will, in the interest of brevity, not again be here repeated. The statement thereof, as there set forth, may be considered as if herein repeated in detail. Following the rendition of said opinion, the Attorney-General of the State of New Jersey was joined as a party defendant and filed an answer, the gist of which is that he appeared for all persons named in the first and fourth counts of the complaint, and the classes they represented, and requested this court to determine their respective rights. Let it be noted again, however, that the plaintiffs may be grouped as
member, non-member, and contributor plaintiffs, the latter being represented by the Attorney-General.
The defendant Young Women's Christian Association of Atlantic City, New Jersey, will hereafter be referred to as YWCA.
The issues, as further reduced from the statement as contained in the pretrial order, and eliminating those which defendants were successful in dismissing at the close of plaintiffs' case, are as follows:
Were the 12 named individual non-member plaintiffs legally denied membership in the defendant YWCA, and do they or the member plaintiffs have the right to obtain relief from this court for being so barred?
Is the corporate structure, i.e. , the board of directors, board of trustees and their election legal and consistent with the statutory mandate?
Has the YWCA been conducted by the defendants in a manner consistent with and contemplated by the expressed objects in the certificate of incorporation, including herein the type of program adopted, the activities sponsored and barred by the defendants, and the operation of a "hotel and restaurant"?
Are the plaintiffs entitled to an accounting by the individual defendants of the affairs of the corporate defendants?
The facts in connection herewith are as follows:
The defendant YWCA was incorporated in 1915 under an act entitled "An Act to incorporate associations not for pecuniary profit," P.L. 1898, p. 422, now known as R.S.
15:1-1 et seq. The certificate of incorporation itself is very brief, but provides, in part, as follows:
"(2) The purpose for which said corporation is formed is the improvement of the spiritual, intellectual, social and physical condition of young women."
(4) The number of trustees shall be five."
A constitution and by-laws were adopted for "Young Women's Christian Association of Atlantic City, N.J." For the purpose hereof, these will together be considered as by-laws. See Leeds v. Harrison , 7 N.J. Super. , at 571. The constitution contained the following provisions:
"The purpose of the Young Women's Christian Association shall be to associate young women in personal loyalty to Jesus Christ as Saviour and Lord, to promote growth in Christian character and service through physical, social, mental and spiritual training and to become a social force for the extension of the Kingdom of God."
"Section 2. Object. The Object of this Association shall be the spiritual, intellectual, social and physical development of Young Women."
"Section 1. (a) General Members. Any woman properly introduced or giving satisfactory reference as to character, may become a member of the Association."
"(b) In order to conserve the purpose of the Association members shall be classified at the time that payment is made of the Annual membership fee as (1) Active Members, comprising those who subscribe to and will support the purpose and who are members of Protestant Evangelical Churches; these members shall be voting members known as electors."
"Section 1. Duties. The management of this Association shall be vested in a Board of not less than fifteen nor more than twenty-one Directors chosen by ballot from the active members, which shall organize departments and branches, and shall have supervision of all work of the Association, and shall make all contracts and leases."
"Section 2. Elections. One third of the Board of Directors shall be elected by ballot, cast by the active members of the Association, at each annual meeting to serve for a period of three years. The Board shall have the power to fill any vacancy occurring in the interim of annual meetings. Not more than one-third of the Board of Directors shall be members of any one Church denomination."
"There shall be a Board of not less than five Trustees, either men or women, whose terms of office shall be three years. The President shall be ex-officio a member of this Board."
"The membership committee shall have charge of all matters pertaining to membership and it shall seek to increase and hold the membership and develop it into an efficient working force in harmony with the purpose of the Association. It shall keep an accurate list of all members."
A Statement of Faith, which refers to various Biblical quotations, was appended to the constitution and by-laws.
Some of the individual plaintiffs, conceiving that the defendant YWCA did not have a broad enough program to interest the young women of the Atlantic City community, and to attain the objects as set forth in the certificate of incorporation, called a meeting on August 23, 1949, which was attended by representatives of some 19 local women's organizations. At this meeting a committee was appointed to confer with the YWCA officials in order to ascertain what the then program and policy of the YWCA was and to offer assistance in connection with the conduct of the said YWCA.
On August 24, 1949, and prior to any application for membership by the non-member plaintiffs, the board of directors of the YWCA met, at which time the minutes disclose the following action was taken at said meeting:
"Mr. Titzck has advised that we take no new members in for a while stating that we have a perfect right to refuse these women membership in this organization.
Motion made that the Membership Department be closed for the time being because certain people have made it known that they would like to become members of this YWCA in order to change the policy and purpose of the YWCA of Atlantic City in opposition to our constitution which states: 'Article II, Section 1. (a) General Members. Any woman properly introduced or giving satisfactory reference as to character, may become a member of the Association. (b) In order to conserve the purpose of the Association members shall be classified at the time payment is made of the Annual Membership fee as (1) Active members, comprising those who subscribe to and will support the purpose and who are members of Protestant Evangelical churches; these members shall be voting members known as electors; (2) Associates, comprising all others not Active members, who wish to identify themselves in interest and service for the Association.' Upon vote, this motion was unanimously carried.
It was pointed out that churches coming under the category of Protestant Evangelical churches were: Episcopal, Methodist, Presbyterian,
Baptist, Reformed Episcopal, Orthodox Friends, Brethren and Evangelical."
On September 8, 1949, the non-member plaintiffs made application for membership in the YWCA. By letter dated September 15, 1949, they were directed to appear individually at the YWCA building for the purpose of having their applications then considered.
At some time prior to this latter date, Mrs. Harrison, the president of the defendant YWCA, and Miss Richey, the chairman of the social and membership committee and a paid employee of the YWCA, concluded that a committee of three should interview the individual applicants. Although the membership committee consisted of 25 members, the special committee appointed by Mrs. Harrison, with the consent of the executive committee, consisted of Miss Richey, Mrs. Eshbach, a member of the membership committee ex officio by virtue of her being vice president of the YWCA, and Mrs. Park, a member of the membership committee. At this interview, each of the 12 non-member plaintiffs and a Mrs. Bartholomew were separately interviewed. They were then asked questions which had been typewritten in advance, a copy of which questionnaire follows:
"Ask for specific Church membership
Where attending now (in pencil writing)
1. Can you honestly state that you will subscribe to and support the purpose of the Y.W.C.A. of Atlantic City as set forth in its Constitution and By-Laws, to wit: 'The purpose of the Young Women's Christian Association shall be to associate young women in personal loyalty to Jesus Christ as Saviour and Lord; to promote growth in Christian character and service through physical, social, mental and spiritual training and to become a social force for the extension of the Kingdom of God?'
2. Are you willing to advance the purpose of the Association by your consistent personal life which is one of the duties of members as set forth under Article II, ...