On appeal from the Chancery Division of the Superior Court, whose opinion is reported in 15 N.J. Super. 82, certified by the Supreme Court on its own motion. See, also, 7 N.J. Super. 558.
For reversal -- Chief Justice Vanderbilt, and Justices Heher, Oliphant and Burling. For affirmance -- Justice Wachenfeld. The opinion of the court was delivered by Heher, J.
The issue here concerns the propriety of judicial interference in the internal affairs of the defendant Young Women's Christian Association of Atlantic City, New Jersey, a body corporate organized March 13, 1915, under the Act of 1898 providing for the incorporation of "associations not for pecuniary profit." L. 1898, c. 181, p. 422, as amended; now R.S. 15:1-1 et seq.
The judgment directed the admission to "voting membership" in the defendant Association of the 12 individual nonmember plaintiffs "as well as all other women and girls of good character who shall make application" to the Association for such membership "and pay the dues," free of any condition or requirement that the applicants "be members of any particular Christian church or religious sect" or that they "subscribe to any statement of faith and dogma"; also, that the defendants forthwith "reorganize the corporate structure" of the Association "by abolishing the present board of directors and reducing the number of trustees to five, in accordance with the provisions" of the Association's certificate
of incorporation, and "hereafter conduct election for trustees by ballot as provided for" in the Association's constitution and by-laws, and "generally, that" the Association's constitution and by-laws "be revised and amended so as to conform to the certificate of incorporation and the provisions" of the cited statute whence came its corporate being, and that defendants refrain "from adopting a Constitution and By-laws and corporate structure contrary to the certificate of incorporation" and the cited statute.
The certificate of incorporation declared the corporate "purpose" to be "the improvement of the spiritual, intellectual, social and physical condition of young women," and provided for trustees, five in number, naming the trustees for the first year. The certificate was recorded in the office of the county clerk, but was not filed with the Secretary of State, as directed by the act. Vide L. 1915, p. 322. On January 25, 1916, a constitution and by-laws were adopted by the corporate membership. Reaffirming the "object" thus stated in the certificate of incorporation, the "purpose" of the society was therein also declared to be the association of "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." It was provided that "In order to conserve the purpose of this Association, office holding and voting power shall be vested in those members of the Association who are members of Protestant Evangelical churches and thereby already committed to the fulfillment of the purpose of the organization." Later on, the constitution and by-laws were amended to provide that any woman "properly introduced or giving satisfactory reference as to character, may become a member of the Association," but that "In order to conserve the purpose of the Association" membership shall be classified as (a) "Active members, comprising those who subscribe to and will support the purpose and who are members of Protestant Evangelical churches," who "shall be
voting members known as electors," and (b) "Associates, comprising all other non-active members, who wish to identify themselves in interest and service for the Association." In January, 1929, the constitution and laws of the Association were again amended to enjoin a confession of the religious faith and beliefs made a condition of membership, in aid of the fulfillment of that requisite.
The plaintiffs comprise also six voting members and one associate member of the defendant Association. The plaintiff non-members sponsored a movement for a radical alteration in the policy and program and aspirations of the defendant Association. A campaign was undertaken to enlarge the membership. 3,000 application forms were printed and circulated. Each member of the assembled group made a pledge to obtain 25 applications for membership. The result of the concerted effort was the tender by the plaintiffs of some 247 applications for voting membership. They were advised by the executive authority of the Association that no action would be taken on the applications until a personal interview was had with the individual applicant. Meanwhile, a resolution was adopted by the plaintiff group and their associates demanding that the president and board of directors of the defendant Association "resign their offices in order that the democratic processes may be allowed to function in carrying out the purpose of the Association." In a word, the complaint was that the management of the defendant Association had deviated in policy and program from its certificate of incorporation and the statute under which it was organized, particularly in regard to the requirement of affiliation with a Protestant Evangelical church as a sine qua non of membership in the Association. Voting memberships were denied the plaintiff applicants, but associate memberships were tendered and refused. These were the grounds assigned for the action taken: Three were denied admission for want of affiliation with a Protestant Evangelical church or belief in the doctrine and dogma of evangelical Protestantism -- one was a Unitarian, another a Hicksite Friend,
and the third did not "believe in the Protestant Evangelical position," but "was definitely against it," and had joined in the demand for the resignation of the president and board of directors of the defendant Association because she was out of sympathy with the basic principle which united the organization. All were refused voting membership for one or more of the following reasons: (a) their demand for the resignation of the directors and officers of the defendant association, before the making of their applications for membership, in order to work a fundamental change of policy responsive to "democratic processes"; (b) their public avowal of a purpose to alter the long-established policy and program of the association; and (c) because in some cases the applicants had not been "properly introduced," and all were out of sympathy with the aims and purposes of the Association and would not constitute "an efficient working force of the Association as a whole, in harmony with the purpose" declared in the charter, constitution and by-laws of the Association. The contention is that the denial of voting membership on the stated grounds is well-founded in the law. It is not open to doubt that the policies thus challenged by the plaintiffs are in accord with the greatly predominant sentiment of the present membership of the Association.
In 1920, the defendant Association joined a national federation of like bodies devoted to the same Christian philosophy and beliefs who also limited voting membership and office holding to women who were members of Protestant Evangelical churches. But on March 2, 1949, it disaffiliated from the national organization because that union and some of its individual component associates had departed from the principles and beliefs which had brought it into being and to which the defendant association gave allegiance. Associate membership, and through it the facilities and services of the defendant Association, ...