14 
A question which will readily occur to anyone is whether the 
majority of the members of an association may adopt by-laws which 
will be binding upon the minority who oppose their adoption. 60 The 
answer is " Yes," if such by-laws are reasonable and consistent with 
the charter and the general Jaw. Herein lies an important difference 
between by-laws and contracts. A valid by-law is binding upon a 
member or stockholder although he opposed its adoption, but assent 
is necessary to the creation of a contract. A majority of the mem- 
bers can not adopt, and enforce by-laws which violate the law or run 
counter to the purpose for which the association was formed. 
In an Arkansas case, a majority of the members of a corporation 
sought through a by-law to make what, under the circumstances, 
was held to be an attempted gift of a sum of money to one of their 
members. Certain stockholders of the corporation opposed the by- 
law and later resorted to the courts to prevent the turning over of 
the money. It was held that the action contemplated was a distinct 
violation of their rights and was therefore, illegal. 61 
The fact that a person at the time he becomes a member of an 
association agrees to be bound by all present and future by-laws does 
not permit the association to adopt by-laws which will deprive him 
of vested rights under the by-laws which were in effect when he 
became a member. 62 For instance, if an association at the time a 
person acquires stock therein agrees that it will refund the purchase 
price if he leaves the community and it has a by-law to this effect, the 
fact that the shareholder agrees to be bound by all present and future 
by-laws does not permit the association to adopt a by-law abrogating 
the arrangement as to him. 63 
If a member voted in favor of repealing a by-law or of adopting 
one that adversely affected his interests under by-laws in effect when 
he became a member, he would be estopped to challenge its validity. 64 
If a statute 65 or by-law 66 provides for action by the board of 
directors the same action taken by the manager will not be binding 
on the association. A by-law of an association purporting to impose 
personal liability on members for its debts has been held void if 
the charter of the association or the statute under which it was 
formed did not authorize such a by-law. 67 All authorities agree that 
under no circumstances can an unauthorized " by-law " impose any 
liability on members who did not vote therefor or acquiesce therein. 68 
If a by-law provides for the automatic termination of member- 
ship upon failure or neglect to deliver products, a member can not. 
by refusing to deliver, terminate his membership unless the associa- 
tion consents thereto. 69 Such a by-law is for the association's benefit ; 
furthermore, the maxim that no man may take advantage of his 
own wrong would seem to apply. 
60 Iowa State & Savings Bank v. City Nat. Bank, 106 Neb. 397. 1S3 N. W. 982. 
61 G. W. Jones Lumber Co. v. Wisarkana Lumber Co.. 125 Ark. 65, 1ST S. W. 106S. 
6J Farrier v. Ritzville Warehouse Co., 116 Wash. 522. 199 P. 9S4 : Jaeser v. Grand 
Lodge. Order of Hermann's Sons. 149 Wis. 354. 135 N. W. S69. 39 L. R. A. (N. S.) 494. 
63 Whitney i\ Farmers' Co-op. Grain Co., 110 Neb. 157. 193 X. W. 103. 
c * Farrier v. Ritzville Warehouse Co., 116 Wash. 522, 199 P. 9S4 ; Kent v. Quicksilver 
Mining Co., 78 N. Y. 159. 
65 Scott v. Marin, 22 F. (2d) 779. 
08 Farmers' Co-op. Mercantile Co. v. Shultz, 113 Neb. SOI. 205 N. W. 288. 
67 Mitcham et al. [Warm Sprins: Truck Growers' Association] v. Citizens' Bank of Bul- 
lochville. 34 Ga. App. 707, 131 S.^E. 1S1, 136 S. E. 798. 
68 10 Cyc. 357 ; supra. 
68 California Bean Growers' Ass'n v. Rindge Land & Nav, Co.. 199 Cal. 168, 248 P. 65S. 
