LEGAL PHASES OF COOPERATIVE ASSOCIATIONS 113 
Provision may be made for any matter that is the legitimate sub- 
ject of contract. The qualifications of members may be prescribed, 
and causes for expulsion may be specified. A constitution is usually 
adopted which states the objects of the association and other funda- 
mental propositions relative to the organization. By-laws are also 
usually adopted which prescribe the manner in which the objects of 
the association are to be attained. The constitution and the by-laws, 
or either of them, constitute a contract binding all those who agree 
to them. 
In a Michigan case 69 it was said : " The articles of agreement of 
a benevolent association, whether called a constitution, charter, by- 
laws, or any other name, constitute a contract between the members 
which the courts will enforce if not immoraj, or contrary to public 
policy or the law of the land." The foregoing was quoted approv- 
ingly in a Kansas case 70 involving an antihorse-thief association, 
and it is believed it states the general rule. 71 It follows that, inas- 
much as a voluntary association rests on a contract or contracts, the 
rights or liabilities of members among themselves are to be deter- 
mined by the contracts involved in accordance with common^aw 
principles as modified or supplemented by statutes; and in the ab- 
sence of a constitution or by-laws, the courts will apply the same 
legal rules for ascertaining the rights of the parties, weight being 
given to any usages or customs which may have been followed by 
the association. 72 
It should be remembered that in order for a constitution and by- 
laws, or either of them, to constitute a contract between an associa- 
tion and one claiming or alleged to be a member, he must have 
agreed to them in some way, either by signing papers containing 
the constitution and by-Jaws, or by assenting to them in some other 
way. 73 If one, in joining an association, signs its constitution and 
by-laws or assents to them in some other way and thus agrees to be 
bound by them, he is in no position to complain because he is required 
to comply with the rules and regulations of the association to which 
he agreed or because he is expelled from the association in accord- 
ance with them. 74 
In a New York case 75 involving the New York Stock Exchange, 
in which it appeared that a former member had been expelled for 
cause, the court of appeals of $iat State said : 
The interest of each member in the property of the association is equal, but 
it is subject to the constitution and by-laws, which are the basis on which is 
founded the association. They express the contract by which each member has 
consented to be bound, and which measures his duties, rights, and privileges 
as such. It seems most clear to me that this constitution and the by-laws 
derive a binding force from the fact that they are signed by all members, and 
that they are conclusive upon each of them in respect of the regulations of 
the mode of transaction of his business, and of his right to continue to be a 
member. 
69 Brown v. Stoerkel, 74 Mich. 269, 41 N. W. 921, 3 L. R. A. 430. 
70 McLaughlin v. Wall, 86 Kan. 45, 119 P. 541. 
71 Kalbitzer v. Goodhue, 52 W. Va. 435, 44 S. E. 264. 
72 Ostrom v. Greene, 161 N. Y. 353, 55 N. E. 919. 
73 Austin v. Searing, 16 N. Y. 112, 69 Am. Dec. 665, and note. 
7i State, ex rel. Rowland v. Seattle Baseball Ass'n, 61 Wash. 79, 111 P. 1055. 
75 Belton v. Hatch, 109 N. Y. 593, 17 N. E. 225. 
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