20 BULLETIN 110 6, U. S. DEPARTMENT OF AGRICULTURE 
against restraint on the disposition or sale of property. However, 
the courts have upheld restrictions on the right of members to trans- 
fer shares of stock. At common law, shares of stock are regarded 
as personal property capable of sale, transfer, or succession in any 
of the ways by which personal property may be transferred. 94 
On the other hand, the interest which a member has in a non- 
stock corporation, which is usually evidenced by a certificate of mem- 
bership, at common law is not transferable. In a certain case the 
plantiff acquired a certificate of membership from one who was 
formerly a member of a nonstock corporation, but it was held that 
this did not constitute the plaintiff a member of the corporation. 95 
Certificates of membership could be made transferable by statute, by 
charter, or by authorized by-laws, but in the absence of specific pro- 
visions on the subject they are not transferable. Fundamentally, 
therefore, certificates of membership are not transferable, whereas 
shares of stock fundamentally are transferable. 
Churches were among the first organizations to be incorporated. 
It is obvious that church membership, from its peculiar personal 
quality, is essentially nontransferable. This personal element, which 
is so apparent in the case of church organizations and in social clubs 
and kindred organizations, may have been responsible for the estab- 
lishment of the concept, both. in the decisions of the courts and in the 
minds of the people, that membership in a nonstock corporation is 
not assignable. This principle is basic, and in the absence of special 
provision on the subject, is applicable. In view of the foregoing, it 
is apparent that fundamentally a nonstock association can control its 
membership better than can a stock association. 
At common law the stock of a member of a corporation could not 
be forfeited and the member expelled from the corporation, whereas 
nonstock corporations possess the inherent right to expel members 
for cause. 96 From an early date it was recognized as one of the in- 
herent powers of a nonstock corporation to expel members for cause. 
Without any charter or statutory provisions on the subject, a non- 
stock corporation may for cause expel members, but this is not true 
with respect to a stock corporation. If the charter of a nonstock 
corporation is silent on the power of expulsion and there are no 
statutory provisions on the subject, the decided weight of authority 
is that a member may be expelled for only three reasons: (1) Of- 
fenses of an infamous nature indictable at common law; (2) offenses 
against the members' duty to the corporation; (3) offenses com- 
pounded of the two. 
In the absence of restrictions in the charter, contracts, or by-laws 
of a nonstock corporation or of a statutory provision on the subject, 
a member may withdraw at any time, and no acceptance is re- 
quired. 97 On the other hand, shareholders or members of a corpora- 
tion having capital stock can not, strictly speaking, withdraw from 
the corporation. 98 
94 Cook on Corporations, 8th Ed., sec. 331 ; Mobile Mut. Ins. Co. v. Cullom, 49 Ala. 558 ; 
Boston Music Hall v. Cory, 129 Mass. 435. 
05 American Live Stock Commission Co. v. Chicago Livestock Exchange, 143 111. 210, 18 
L. R. A. 190. 
96 Fletcher, Cyclopedia Corporations, v. 6. sec. 3960. 
97 Ewald v. Medical Societv, 130 N. Y. S. 1024 (reversed on other grounds, 144 App. 
Div. 82) ; Finch v. Oake, 73 L. T. R. (N. S.) 716. 
98 Picalora v. Gulf Cooperative Co., 123 N. Y. S. 980. 
