Opinion
June 6, 1953 —
July 3, 1953.
APPEAL from a judgment of the circuit court for Sheboygan county: HENRY A. DETLING, Circuit Judge. Affirmed.
For the appellants there was a brief by Joseph H. Peters and H. S. Humke, both of Sheboygan, and oral argument by Mr. Humke.
For the respondents there was a brief by Max Raskin of Milwaukee, and David Rabinovitz of Sheboygan, and oral argument by Mr. William Quick of Milwaukee, Mr. Raskin, and Mr. Rabinovitz.
The plaintiffs are 28 individual employees of the Kohler Company and were, on June 30, 1952, members of the Kohler Workers Association, hereinafter called "KWA." The defendants are 33 individuals and 3 labor organizations. The United Automobile, Aircraft Agricultural Implement Workers of America, hereinafter called "UAW," is an international labor union consisting of an organization of local labor unions. The Congress of Industrial Organizations, hereinafter called "CIO," is a voluntary federation of international unions. The defendant named as UAW-CIO, Local Union No. 833 of Kohler is actually denominated KWA, UAW-CIO, Local 833, and is an autonomous, unincorporated, local labor union affiliated with the UAW-CIO as Local 833. The defendants Harvey Kitzman, Frank J. Sahorsky, and James Bannier are agents of UAW. The other individuals named as defendants were the regularly elected and acting officers of KWA on June 30, 1952.
KWA was organized as an unincorporated association in 1933. Its members consisted of employees of the Kohler Company. By April 1, 1952, it had a membership of about 3,500 members. The members of the association adopted a constitution and by-laws, which were revised in 1937 and again in 1941. Its purpose, as defined in its latest constitution, was as follows:
" a. The purpose of this association shall be to establish an independent self-supporting organization of Kohler Company employees to:
"(1) Bargain with Kohler Company concerning grievances, labor disputes, wages, rates of pay, hours of employment, or conditions of work.
"(2) Contact other employee organizations from time to time on matters of mutual interest, without, however, sacrificing in any way the independent local control of its own affairs by its own members."
It represented Kohler Company employees for collective-bargaining purposes until June, 1952. The union contract with the Kohler Company expired December 31, 1951, and was extended by agreement to January 31, 1952. Up to the time of the trial herein no new contract had been executed.
In February, 1952, some members of KWA felt they would be in a stronger bargaining position if they were affiliated with an international labor union. Representatives of the American Federation of Labor and CIO were invited to speak before KWA. On April 15 and 16, 1952, Kohler Company employees voted on the question of whether to accept a contract offered by the company, which vote was about seven to one against the acceptance thereof. On April 27, 1952, at a meeting of the general membership of KWA there was considered and acted upon the questions of striking and affiliation with UAW-CIO. It was determined at this meeting to defer action on the strike vote and to hold a special election on the question of affiliation with the UAW-CIO. Such election was held at the Kohler Company plant on April 29 and 30, 1952, to enable all employees to vote. At that election 2,248 employees voted in favor of affiliation with UAW-CIO, 1,129 voted against affiliation, and there were 55 blank or void ballots.
On May 1, 1952, the executive committee of KWA authorized its officers to apply for a charter with UAW-CIO. This charter was granted on May 2, 1952, as Local 833. On May 5, 1952, the executive committee received the charter and the officers were instructed to transfer the bank accounts and securities to the name of KWA, affiliated with UAW-CIO, Local 833, which was done. On May 1, 1952, the assets of KWA consisted in the main of a cash balance of $12,505.77 in a bank and United States savings bonds with a maturity value of $10,500, for which the sum of $7,770 had been paid. The bank balance had been expended at the time of the trial, but the savings bonds were on hand in the custody of the officers. On May 11, 1952, at a general membership meeting the UAW-CIO charter was presented and accepted by the membership. At that meeting actions taken by the executive committee and general committees and the officers were ratified by the members.
The national labor relations board ordered an election to be held on June 10, 1952, to choose a bargaining representative for the production and maintenance employees of the Kohler Company. As a result of that election the national labor relations board later certified the UAW-CIO as the bargaining representative for such employees.
The complaint herein alleged that plaintiffs brought this action on their own behalf as well as on the behalf of all other KWA members similarly situated. They claim that they were damaged by certain alleged illegal actions by the defendants which were in violation of the constitution and by-laws of KWA. The prayer for relief asked that the membership of all the individual defendants, except Harvey Kitzman, Frank J. Sahorsky, and James Bannier, in KWA be canceled, and for an injunction restraining the defendants from using the name "KWA" in any manner, and particularly for the purpose of collective bargaining; using any funds of KWA, and for a general accounting of the same; turning over any KWA records to UAW-CIO; and representing KWA in any manner whatsoever. The answer denied that any actions by the officers and any members of KWA were illegal or contrary to any provisions in the constitution and by-laws. The defendants further alleged that plaintiffs are not authorized to bring this action on behalf of others, that there are no others similarly situated, and that plaintiffs have no individual right to bring said action.
The trial court determined that the actions of the membership, officers, and general committeemen were within the terms of the KWA constitution and by-laws, and not in violation thereof; that the property of KWA constituted a trust fund to be used only for the purposes of the trust; that the disbursements by the defendants from such fund were spent for the purposes for which they were accumulated and were proper and necessary expenditures; and that KWA, UAW-CIO, Local 833 is a continuation of the association organized in 1933, and the proper custodian of the property of the association. A judgment was entered January 6, 1953, dismissing the complaint of the plaintiffs with costs. The plaintiffs appeal.
The plaintiffs raise two questions upon this appeal: (1) Was the purported affiliation of KWA with UAW-CIO legal? (2) Are plaintiffs proper parties to commence the action asking for the relief requested in their complaint?
We are taking up question (2) first, because, if the plaintiff s are not proper parties to bring the action, there will be no necessity of determining the first question. A voluntary unincorporated association is a name applied to a group of individuals who have joined together for a certain object and who are called, for convenience, by a common name. The constitution and by-laws thereof constitute a contract between the individual members. Generally such constitution and by-laws are controlling as to all questions of discipline, doctrine, or internal policy. The courts are reluctant to interfere in the internal affairs of such organizations unless personal or property rights are involved. The rule has been stated by this court in Callahan v. Order of Railway Conductors, 169 Wis. 43, 47, 171 N.W. 653, as follows:
". . . courts will not look into the technical correctness of either the proceedings prescribed or the proceedings followed, and . . . any reasonable or permissible construction which an order gives to its own constitution, laws, or rules will govern unless clearly subversive of personal or property rights, . . ."
The interests of a member in the funds or property of the association, unless otherwise provided by the constitution and by-laws, are joint and not severable, but each member has a right to the joint use of the funds for the purposes of the association so long as he continues to be a member. Thus the plaintiff s, although they have no right as individuals to a division of the union's property, do have a joint interest therein and a right to see that the funds are properly used.
Sec. 260.12, Stats., provides in part as follows:
". . . when the question is one of a common or general interest of many persons or when the parties are very numerous and it may be impracticable to bring them all before the court, one or more may sue or defend for the benefit of the whole. . . ."
Even without a comparable statute other states apply the doctrine of virtual representation which recognizes the right of a few persons to sue on behalf of themselves and others similarly situated. The plaintiffs thus were proper parties to commence the action on behalf of the membership of KWA.
The plaintiffs contend that the affiliation of KWA with UAW-CIO was not a legal affiliation for the reason that the KWA constitution was binding on all the members; that said constitution was never amended to provide for affiliation; that the purposes of KWA and UAW-CIO are different, and that as a result of the affiliation KWA would no longer be an independent self-supporting organization with independent local control of its own affairs by its own members.
The constitution of KWA contains no provision for affiliation with any other organization of employees. On the other hand, there is nothing in the constitution to prevent an affiliation with another such organization. In 1951 KWA affiliated with the Confederated Unions of America. This was done without amendment of the constitution and no objection was made thereto because, the plaintiffs contend, KWA then lost none of its independence.
We agree with the plaintiffs that no amendments were made to the constitution by the members in April or May of 1952. Such amendments were not necessary. The word "affiliated" is derived from the Latin word "affiliatus" and literally means a close association, such as that of a son to his father. When used with respect to organizations, the word means that two or more organizations are allied with or closely connected with one another, or with a central body. Each organization continues to exist, since one body cannot be said to be connected with itself. The word "affiliation" excludes any relation involving an extinguishment of any of the affiliated organizations. Thus, KWA is still an autonomous, independent local labor union, affiliated with UAW-CIO as Local 833. None of its property has been turned over to UAW or to the CIO, and neither of these has any control over the treasury of KWA. It was free to affiliate with other labor organizations, and conversely it is free to withdraw therefrom and to retain its property. The attorneys for UAW-CIO concede that this is true, and it has been so held in Connecticut, Minnesota, Montana, New Jersey, and Ohio. Anno. 23 A.L.R.2d 1218, sec. 6.
We agree with the trial court that the affiliation was not in violation of the constitution and by-laws of KWA; that the property of the association is a trust fund and can be used only for the purposes of the trust; that disbursements from said fund were for proper and necessary expenses, and that KWA, UAW-CIO, Local 833 is an uninterrupted continuation of the association organized in 1933 and is properly in control of its property.
By the Court. — Judgment affirmed.