- Private Clubs’ Ability to Modify or Curtail Members’ and Former Members’ Refund Rights
- May 28, 2015
- Law Firm: Fred L. Somers Jr. P.C. - Atlanta Office
- Private Clubs’ ability to modify or curtail Members’ and Former Members’ Refund rights
May a member owned private club legally modify or eliminate an equity redemption program without incurring liability to un-refunded former and existing equity members?
Many private clubs struggle with whether and in what manner they might restructure or amend their present Bylaw provisions dealing with refunds or redemptions of membership certificates issued to current equity members and former members remaining on the refund wait list.
The response may vary from state to state and upon the facts and circumstances.
For example, in Illinois, an examination of the Illinois case law lends support to the conclusion a club may eliminate or modify an equity redemption program if the facts and circumstances are supportive.
An early case, Fullenwider v. Supreme Council of Royal League1 held as follows:
Where a member of a fraternal organization accepted a membership certificate which provided that he should comply with the rules then governing the benefit fund, or thereafter to be enacted, he was bound by a by-law, subsequently passed without fraud or improper motives, and in accordance with the constitution, which increased his assessments; he having no vested right to insurance at the former rate.
A more recent case2 where veteran members contended they were wrongfully denied the benefit of a dues reduction for veteran members, stated as follows:
As defendants note, Illinois courts have long recognized that voluntary associations have great discretion in conducting their internal affairs. Their conduct is subject to judicial review only when they fail to exercise power consistently with their own internal rules or when their conduct violates the fundamental right of a member to a fair hearing. [citations omitted]. Generally, a court will not interfere with the internal affairs of voluntary associations absent mistake, fraud, collusion or arbitrariness. [citations omitted]. If there has been no mistake, fraud, collusion or arbitrariness, our supreme court has endorsed the exercise of jurisdiction only when a substantial property, contract, or other economic right that implicates due process is at stake. [italics supplied] [citation omitted].
The Beverly Country Club bylaws provided the following:
… in all questions of administration or interpretation of these [bylaws], or other matters relating to the [bylaws], the decision of the Board of Governors shall be final. The Board may amend the bylaws by unanimous vote, but must submit amendments for ratification at the next membership meeting.
Perhaps significant for purposes of supporting a reduction or elimination of a club’s obligation to redeem or partially refund the equity of former members, is the following statement from Beverly Country Club:
Plaintiffs argue that, because their injury is economic, judicial intervention is warranted. But Illinois courts have never held that classifying an injury as economic is sufficient to subject a voluntary association’s decision to judicial review. Not all economic injuries implicate due process concerns. Review has been limited to cases that concern “economic necessity.”
The Beverly Country Club court distinguished cases of economic necessity from cases that do not affect a person’s economic livelihood.
In Van Daele v. Vinci3, our supreme court reviewed the decision of the board of directors of Certified Grocers of Illinois, Inc. (Certified), to expel a member when his “opportunity [to earn] a livelihood” was at stake. Certified offered substantial economic benefits to its members, including lower grocery prices and rebates. Van Daele was an exception to the general rule of nonintervention based on the character of the organization and “its assumption of a purpose which exceeds merely that of a social organization.”4.
Finally, the Beverly Country Club court observed with respect to the complaining members’ contention that:
Plaintiffs argue that if the Board has the final word on interpretation of the bylaws, plaintiffs’ rights under the bylaws are illusory and meaningless. We agree that the Board’s authority to interpret the bylaws gives it considerable power to govern its membership. These are the rules plaintiffs agreed to abide by when they joined the Club. We have consistently held that ” ‘each person on becoming a member * * * agrees to abide by all rules and regulations adopted by the organization.’ ” [citations omitted].
Nowhere in the complaint or in the evidence before the court is there an allegation that the action of the Board was a mistake, fraud, collusive or arbitrary. Plaintiffs do not contest the evidence that the Board was motivated by the economic well-being of the Club.[italics supplied].
The Beverly Country Club court held: “This case does not fall within any of the exceptions to the rule that courts will not intrude in the affairs of voluntary associations.”
Based upon the foregoing discussion and holding of the Beverly Country Club court, assuming a club’s governing board is “motivated by the economic well-being of the club” in recommending a bylaw amendment to eliminate or reduce the “equity” held by current and former members, we believe no Illinois court would hold a club cannot eliminate or significantly reduce the Club’s obligation under the bylaws to partially refund their equity if the required majority of current voting members approve an amendment eliminating or reducing equity. All the current members will be bound by the decision. As to former members holding equity, they likely will be bound by the decision also if the equity program is incorporated into the bylaws or at minimum is itself a governance document. Former members when they joined the Club understood and agreed to be bound by the bylaws and other governance documents which when they joined, were amendable and they are charged with knowledge of that fact. However, before this conclusion may be valid, a statistically valid sample of the enrollment or other agreements by which former members joined the club should be examined to ascertain whether any contract language exists giving rise to an indefeasible refund right.
Moreover, we note one case where an Illinois court held that the power of the club to amend its by-laws does not include the power to impair preexisting contracts.5
In Busbey, the complaining holder of a life membership certificate attempting to either force the club to purchase the certificate or allow its transfer to an existing member, produced the certificate showing on its reverse side “. . . that life members shall be exempt from dues, assessments and imposts and a Life Membership Certificate may be transferred upon the payment of Four Hundred Dollars to the Association by the transferee.” Thus, the bylaws even if amended, could not be seen to impair a preexisting contract, i.e., the certificate. Thus, in the presence of a certificate specifying refund or other contract rights independent of the bylaws, amending the bylaws cannot impair a “preexisting contract”.
The law in most other states is similar to Illinois. A bylaw does not ordinarily bind a corporation longer than it chooses to be bound, and any matter that is the proper subject of regulation by bylaw is capable of regulation by amendment from time to time as the corporate interests demand.6
Fraternal and mutual benefit corporations very uniformly reserve the power of amendment by requiring their members, either in their contracts of membership or by other express assent, to agree in the most general terms and without specification to be bound by and comply with all amendments and new bylaws that may be adopted in the future; such a reservation of power by agreement is, in itself, valid and binding upon the parties to it.7 Likewise, the same is generally true with regard to membership certificates issued by a nonprofit-nonstock corporation.8 Two cases cited by Fletcher for the last sentence are McCaffrey v. Pittsburgh Athletic Ass’n9 and Black v. Glass.10
The McCaffrey court stated the proposition as follows:
“In our view the contract in the instant case consists of two elements: (1) the certificates of membership, and (2), the bylaws (including subsequent amendments) of the corporation.” [citing Kensington National Bank et al., Trustees v. Cedarbrook Country Club11], where it was said by the court that the rights of holders of certain proprietary certificates depended upon the contract which they entered into with the Club when the certificates were issued, the terms of which were contained in the certificates and in the bylaws.
While it would have been possible for the Association to fix forever all of the rights of life members, thus rendering them insusceptible to future alteration, the documents critical to this case indicate eschewal of such an approach since certificate rights (save in the areas of dues and assessments) are made totally dependent upon the bylaws. Appellants’ reasoning, if accepted, would lead to an anomalous result in that their contract rights, if determined to be absolute and vested (with an unbridled right of transfer) would be different from and greater than their source, the bylaws. Id.
In Black, a fishing and boating club was going out of business and purporting to allocate the proceeds of a liquidation sale solely to and among its active members without allowing former members holding unredeemed certificates to participate. The Alabama court, after observing that “The vested rights terminology has been attacked as being confusing and meaningless,” recited,-
However, even with the decline of the ‘vested rights’ approach, the courts have not held that a member of a corporation can be deprived, by amendment, of all rights created in the articles or by-laws. No definitive terminology has been developed. The courts and the writers have turned to the more indefinite tests of ‘fairness,’ ‘good faith,’ ‘reasonableness,’ and lack of ‘constructive fraud.’ . . .
The court then observed,-By-laws are traditionally subject to scrutiny under a standard of protecting vested rights or preventing unfairness. In modern corporation law such scrutiny is quite limited, because courts are reluctant to create doctrines that could interfere with the flexibility needed by commercial corporations to adjust to changing business conditions and needs. However, this reason for limited judicial scrutiny is inapplicable here, because cutting off the claims of the inactive members in no way serves the needs of a non-profit corporation that is going out of existence.
Admittedly, it is also an axiom in some jurisdictions that bylaws not impair nor destroy contract or vested rights.12 However, the protection does not extend to rights which are not contractual or vested, such as with regard to membership rights in a nonprofit-nonstock corporation13 or to mere inchoate rights, even though they might mature into vested rights in the future. Id. Query: whether if a terminated member would not yet have reached the top of the redemption wait list at the time the bylaws are amended to revise or eliminate refunds, does the terminated member have a mere inchoate right, vested right or defeasible right?
The United States Supreme Court, in an early decision, took the position that a broad and sweeping agreement by a member of a mutual insurance society to abide by, observe and adhere to after-adopted bylaws, is sufficient to make binding on such member subsequent regulations adopted by the society although they materially altered the member’s contract rights.14
In Hornady v. Goodman15, a Georgia case involving a disputed election result arising in the context of a woman’s social club, the Supreme Court of Georgia observed that the “power to enact is a power to repeal’ and “a bylaw requiring a . . .vote of the members to alter or amend the laws of the society, may itself be altered, amended or repealed by the same power which enacted it.” (citation omitted.)
Social and recreational clubs, of necessity, must amend their bylaws to account for changing circumstances, demographics, customs and legal considerations. As previously stated, no member, let alone a former member, has a right to rely on immutable bylaws provided the amendments are duly approved by the required majority. To hold otherwise, would doom the Club to stagnant and outdated regulation not responsive to changing times and conditions.
Hamlet Country Club, Inc. v. Allen16 is a case in point. The Hamlet Country Club, Inc., is a private golf club open for membership to individuals who own a residence in the development. The members paid $16,500.00 to be admitted to membership, and the bylaws provided a method for resignation and redemption of the membership certificates, which purported to be conditional on the club having at least 365 members. Another provision of the bylaws, some members contended, allowed for resignation and redemption regardless of whether the club had 365 members. In 1986 the board of directors amended the bylaws to make it clear that a member was not entitled to redemption if there were less than 365 members.
The club argued that even if the bylaws did not require 365 members before they were amended, the amendment eliminated any doubt about that requirement. The appellee members did not question that the 1986 amendment cleared up any doubt, but maintained that it cannot be applied to them because it impairs their vested rights.
The court cited Reynolds v. The Surf Club17, an earlier Florida case for the principle that the rights of holders of certificates are not property rights, but depend on the contract of the certificate and must be judged in accordance with its terms. Reynolds is quoted as relying “. . .heavily on Kensington National Bank v. Cedarbrook Country Club in which the court stated:
In considering the rights of the holders of the proprietary certificates we must keep in mind that the subscription was merely a contribution to the establishment of a nonprofit corporation for the purpose of maintaining a golf club. The subscription was not an investment in a real estate project, to be sold when a favorable opportunity was present; nor was it a lien upon the real estate; nor a debt to be paid at a specific time. That which the holders received was a contract which, by its terms was specifically subject to the by-laws and to the changes in the by-laws that might be made from time to time. Thus the right granted could be revoked or changed. (citations omitted). These by-laws have been changed to meet the economic necessities of the times, and to perpetuate the golf club in accordance with the purpose expressed in the Charter.
The Hamlet court also relied on McCaffrey discussed above and held when the board of directors amended the bylaws in 1986 so as to delete all exceptions to the 365 member requirement, it did not infringe on vested property rights.
The issue in Kensington was whether holders of Proprietary Certificates of Cedarbrook Country Club, who were no longer members, were entitled to vote at a meeting to accept or reject an offer to purchase the Club property. The plaintiffs contended that, as holders of Proprietary Certificates, their right was a vested one in the property of the Club, and since the meeting pertains to the sale of the Club’s property, they are entitled to vote, although they are not members but only representatives of former members now deceased, or are former members who resigned. The fallacy behind this concept is that the title to the property is vested in the non-profit corporation; the right of holders of Certificates is not a property right, but depends upon the contract of the Certificate and must be judged in accordance with its terms.
However, Hamlet, Kensington, Reynolds and McCaffrey must be viewed with caution where the club is owned by a third party developer and the member signed a separate agreement tendered by the club owner respecting the refund entitlement. In a recent unpublished opinion, Feldkamp v. Long Bay Partners, LLC18 the court stated: Under Florida law, the relationship between a social club and its members is one of contract, which must be judged in accordance with its terms. [citing Hamlet]. . . . the contract between the parties clearly provided that new buyers who chose to purchase the Golf Membership within 90 days of the contract on their home were guaranteed to “receive a refund of 100% of their membership deposit within 30 days of written notice of resignation to the Club.” Although, pursuant to the Membership Agreement, the Feldkamps “agree[d] to be bound by the terms and conditions . . . as the same may be amended from time to time by the Club or LBP,” we agree with the district court that this provision referred only to the rules and regulations of the Club’s operation, but did not relate to the substantive contractual right to obtain a refund of the membership deposit. The Feldkamps relied on the refund provision when they entered into the purchase agreement for their property and decided to join the Club, and this provision must therefore be enforced.
Accordingly, where the refund right is embedded in a contract separate and apart from the club’s governance documents, e.g., bylaws, and reliance on the refund right is demonstrated as an inducement to purchase the membership, the club will be hard pressed to successfully claim a later bylaw amendment disturbs the independent contract claim. This principal does not apply, however, where the refund right is set forth in the bylaws themselves. We note a recent ruling in an Arizona Superior Court:
The mere fact that a bylaw creates a contractual right does not mean that such right is automatically vested, and therefore immune from future amendment.19 The fact that a member relied upon a particular bylaw does not make it “vested.” The reason for this is clear: “[i]f mere reliance upon a by-law creates a vested right, a member could arbitrarily create a vested right by claiming he relied upon a particular by-law at the time he made his purchase. This would make every by-law potentially immune from amendment, no matter how trivial the proposed change might be.” Id.20
In Georgia, the general rule is that if an organization, . . . confines itself to the powers vested in it, and acts in good faith under by-laws adopted by it, and does not violate the laws of the land or any pecuniary property right of the member of the association, the courts have no authority to interfere with the society by directing or controlling it as to questions of internal policy, but will leave the society free to carry out any lawful purpose in accordance with its rules and regulations. . . .21
For example, a judicial inquiry into the suspension or expulsion of a member of an incorporated private, social club is limited to a determination of whether the club has acted in good faith under the by-laws adopted by it.22 Similarly, we submit a member’s or former member’s redemption or refund right which may arise out of an initiation fee or membership certificate requires the same judicial reticence and limitation as does the more severe expulsion or suspension action of a private club.
The members of the governing board of a private, mutual benefit corporation must exercise due diligence, to meet their statutory obligations as prescribed in the Georgia Nonprofit Corporation Code.23 These include discharging their duties (i) in a manner the directors believe in good faith to be in the best interests of the corporation; and (ii) with the care an ordinarily prudent person in a like position would exercise under similar circumstances. These duties are virtually universal under all state corporate codes.
Provided the Club is solvent, its primary duty is to its current, active members, not former members, much like a business corporation’s primary duty is to its shareholders, not former shareholders. It is only when a corporation becomes insolvent that the directors’ primary duty is to the creditors (which in the case of a nonprofit corporation, arguably include former members holding partially or fully redeemable membership certificates). However, the Georgia Nonprofit Corporation Code24 (as most state nonprofit corporate codes) would prohibit the repurchase (refund) if the repurchase rendered the Club insolvent.
It is for the foregoing reasons, among others, we consistently recommend to our client clubs with redeemable memberships they adopt a bylaw provision which recites, “The Board has authority to curtail redemptions for a period of time if the operating and capital requirements of the Club are such, that in its determination, such action is required.”
We submit a prudent director would not and cannot stand by and watch the Club’s working capital erode and continue to do nothing about looking for ways to stop the erosion. Otherwise the director is arguably not acting in good faith, in the best interests of the corporation and its existing members and with the care an ordinarily prudent person in a like position would exercise under similar circumstances.
The directors can vote to increase dues and charges. But to increase dues and charges beyond the point where such dues and charges are competitive and drive members to resign is foolhardy. Yet another enhancement to revenue is increasing the membership roster to increase the dues line. However, if a private club is not experiencing much success in attracting significant numbers of new members despite using recommended marketing techniques and strategies consistent with the club’s tax exempt and private status, then curtailing, postponing or reducing redemption provisions may be of material assistance in preserving capital.
Private, tax exempt clubs may not advertise for new members or they risk losing their private and tax exempt statuses. Accordingly, they essentially depend upon existing members to recruit and recommend new prospective members. Clubs may induce members to recruit new members to give the existing and former members a material reward to do so. In some cases, the reward takes the form of a preference over others on the redemption wait list.
Perhaps the most telling justification for a private club modifying its redemption policy and enforcing it against not only current members but also former members is the principle of uniformity. All members and former members should be treated alike. They all agreed to be bound by the bylaws as amended from time to time. They are all entitled to uniform redemption privileges and options regardless of when they ceased being members. Otherwise, a member who had notice of a pending change in the redemption policy the member thought unfavorable to that member’s selfish interests, could resign immediately prior to the change and avoid being bound by the change.
To afford resigned members or the estates or heirs of deceased members differing redemption rights from not only persons who remain members (or vice versa) but also differing inter se se among terminated members depending upon when their memberships terminated, if at the date of termination the redemption privileges set forth in the bylaws were different, creates entitlement classes where none was intended.25
In Order of United Commercial Travelers, a former (deceased) member, signed an enrollment form to “observe and abide by the constitution, bylaws and rules.” The former member agreed “that this membership and all persons using the Club hereunder are bound by and shall comply with the Bylaws, Rules and Regulations of the Club as they may be amended from time to time.”
Where there is a clear reservation of authority by an association to amend its bylaws, “the right to have the membership continue as originally provided is not vested or fixed beyond the possibility of reasonable changes to meet new conditions.”26 Further, “[i]t is reasonable to expect that the by-laws of an organization from time to time might change and that the amendments would be applicable to the existing members.” Id. at 696. It is clear that where there has been a reservation of the right to amend the bylaws, “[n]o one has a right to presume that by-laws will remain unchanged.”27 Contractual rights emanating from the bylaws themselves may be altered by amendment to the bylaws under a reservation of right to amend. [citing Hamlet].28
Contrary to all of the foregoing axioms and precedents, we concede there are some cases, that hold either: (i) under certain circumstances, e.g., if the club is being sold and the members are not going to share the sale proceeds with unredeemed former members, a change in an association’s bylaws which ignores the rights of a certificate holder is invalid; or (ii) a corporation may not adopt bylaws which impair or destroy the obligations of contracts or rights there under or vested rights.29
One of the cases cited under the impairment theory is Helmly v. Schultz,30 a Georgia case which held that the petitioner had no vested contract right for the purchase and sale of shares in a closely-held real estate investment corporation where the contract violated the entailment provisions of the corporation’s bylaws. Helmly cited an earlier Georgia case, Interstate Building & Loan Ass’n v. Wooten, cited above.We find the facts and the holding in Wooten substantially dissimilar to the usual nonprofit private club case. Wooten entered into an installment loan agreement whereby she borrowed money from the association after she became a member. The loan agreement was separate and distinct from her membership notwithstanding apparently one had to become a member to be eligible for a loan. The Court took pains to distinguish the case (i) “Where one, on joining [an association] voluntarily consents that it may subsequently alter, amend, or repeal then existing by-laws. . . the only vested right which he acquires by reason of his contract of membership is that he shall at all times stand upon an equal footing with his fellow-members as regards the privileges extended to and the burdens imposed upon them. . . . from (ii) a borrowing member under a special contract.” The Court held the association couldn’t change the special contract, a loan installment agreement, after it was executed by both parties merely by unilaterally changing its constitution and bylaws.
The Wooten Court distinguished a Mississippi case, Interstate B. & L. Assn. v. Hafter,31 a case involving the same association, the holding of which was in conflict with the Wooten holding. In Hafter, the Mississippi Supreme Court held,
. . . that as the association had reserved to itself power to amend its by-laws, a borrowing member, who did not give notice of his election to repay the loan made to him until after the repeal of a by-law prescribing the terms upon which borrowers might exercise the privilege of withdrawal, lost all right to call upon the association to settle with him upon those terms, notwithstanding the by-law in question was of force at the time such loan to him was made.
Significantly, the Wooten Court then made a compelling distinction: “As applied to an investor or non-borrowing member, this line of reasoning [referring to the Hafter rationale for its holding] would be perfectly sound;” A former member claiming a refund or partial redemption right pursuant to the bylaws of a mutual benefit, nonprofit association is akin to an investor and is a non-borrowing member.
The Wooten Court thereafter cites two cases, Knights of the Golden Rule v. Ainsworth32, and Knights of Pythias v. Knight,33 for the “inevitable conclusion” that based upon a stipulation that a benefit certificate “contained a stipulation it was issued subject not only to the laws of the order then of force, but also to such as might thereafter be enacted, the beneficiary named in the certificate was bound by the provisions of this new by-law.” While we recognize, the quoted approbation of the Ainsworth and Knight results may be construed only as only dictum in the Wooten opinion, it reflects what we believe to be the current law in Georgia.
In summary, we are persuaded a member owned private club is within its rights to suspend, change or indeed eliminate the refund rights of its members and former members absent (i) a showing the certificate or contract under which the refundable membership was issued is independent of the club’s bylaws and constitutes an enforceable contract on its own; or (ii) mistake, fraud, collusion or arbitrariness; or (iii) or the club is acting without authority under the club’s governing documents in attempting to change the redemption provisions. If the Club is motivated by the economic well being of its assets and members, the motive in curtailing or reducing refund benefits is proper.
The finding requires a legal due diligence exercise the extent of which varies from club to club depending upon the nature of its governing documents, the documents bearing on the redemption of memberships and other circumstances and facts. Following the required due diligence, a decision may be made as to the nature and extent of the changes permissible and desired. Various options are available once the due diligence discloses the absence of a legal impediment to changing the redemption program.
The cost/benefit analysis of the exercise is reasonably simple to ascertain. The club may desire to clean up its balance sheet to enhance its borrowing power or attractiveness to new member candidates. Or, the club is looking to improve its working capital position, assist in enhancing the new member recruitment process by eliminating a desultory redemption wait list or provide for capital improvement or replacement funding rather than using precious capital to redeem former members. Whatever is the rationale, if it is in good faith and pursued within the club’s authority under its governing documents, the benefit to the club and its continuing members will outweigh any temporary cost to achieve these goals and may be accomplished without fear of a successful challenge.
1 180 Ill. 621, 54 N.E. 485 Ill. (1899)
2 Finn v. Beverly Country Club, 683 N.E.2d 1191, 289 Ill.App.3d 565 (Ill. App. 1 Dist., 1997).
3 Van Daele, 51 Ill.2d at 394, 282 N.E.2d 728.
4 Id. at 395
5 Busbey v. Chicago Athletic Ass’n, 228 N.E.2d 262, 85 Ill.App.2d 1 (Ill. App. 1 Dist., 1967).
6 Fletcher Cyc Corp 4176 (Perm Ed) [hereafter “Fletcher”]. Cases cited for the foregoing proposition include Crittenden v. Southern Home Building & Loan Ass’n, 111 Ga. 266 (1900). One of the cases cited, Steen v. Modern Woodmen of America, 296 Ill. 104 (1920), is quoted for the proposition that “The power to make bylaws is a continuous one and no one has a right to presume that bylaws will remain unchanged.”
7 Accord, Union Fraternal League v. Johnson, 124 Ga. 902, 907 (1905).
8 Fletcher 4177.
9 448 Pa 151, 293 A.2d 51 (1972).
10 438 So 2d 1359 (Ala 1983).
11, 161 Pa. Superior Ct. 407, 54 A. 2d 838 (1947).
12 See Fletcher § 4177 and cases cited including Interstate Building & Loan Ass’n v. Wooten, 113 Ga. 247 (1901) (hereafter Wooten) and Helmly v. Schultz, 219 Ga. 201 (1963).
13 McCaffrey v. Pittsburgh Athletic Ass’n, supra.
14 Korn v. Mutual Assurance Society, 6 Cranch 192, 3 L.Ed. 195 (1810). See also, Mutual Assurance Society v. Korn, 7 Cranch 396, 3 L.Ed. 383 (1813). But see Wooten, discussed and distinguished below.
15 167 Ga. 555 (1928).
16 622 So. 2d 1081 (Fla. 4th DCA 1993).
17 473 So. 2d 1327 (Fla. 3d DCA 1985).
18 (11th Cir., 2012) No. 11-11385 D.C. Docket No. 2:09-cv-00253-JES-SPC.
19 Citing Skane v. Star Valley Ranch Association, 826 P.2d 266, 272 (Wyo. 1992).
20 Altofer v. Pinnacle Peak Country Club, Inc., Superior Court of Arizona
Maricopa County CV 2011-017860 docket entry 09/27/2012
21 Golden Star of Honor v. Worrell, 158 Ga. 309 (1924).
22 Bartley v. Augusta Country Club, 166 Ga. App. 1, 3 (1983).
23 O.C.G.A. 14-3-830.
24 O.C.G.A. § 14-3-1302 (b)
25 See Order of United Commercial Travelers of America v. Smith, 192 F. 102, 1911 U.S. App. LEXIS 4836 ( W.D. Wis. 1911).
26 Citing Carter v. Dixie Elec. Membership Corp., 717 So.2d 691, 695 (La. App. 2 Cir. 1998).
27 Citing Orchard Ridge Country Club, Inc. v. Schery, 470 N.E. 780, 783 (Ind. App. 1984) (citation omitted).
28 Altofer v. Pinnacle Peak Country Club, Inc., supra at 3.
29 See Fletcher § 4188 and citations thereunder.
30 219 Ga. 201 (1963).
31 76 Miss. 770.
32 71 Ala. 436.
33 117 Ind. 489 (1889).