Present: Carrico, C.J., Compton, Stephenson, Lacy, Hassell, and 

Keenan, JJ., and Whiting, Senior Justice 

GENEVIEVE ASCH, ET AL. 

OPINION BY JUSTICE LEROY R. HASSELL, SR. 

v. Record No. 941940 January 12, 1996 

FRIENDS OF THE COMMUNITY OF 

MOUNT VERNON YACHT CLUB, ET AL. 

FROM THE CIRCUIT COURT OF FAIRFAX COUNTY 

F. Bruce Bach, Judge 

 The Friends of the Community of Mount Vernon Yacht Club, a 

Virginia unincorporated association, and James G. Hamrick, Harvey 

Silver, Edward S. Pearsall, Jerome P. Skelly, Donald L. Waller, 

and Susan Weigert, filed their bill of complaint against the 

Mount Vernon Yacht Club, Inc., a Virginia corporation, and 55 

persons, including Genevieve Asch. The respondents are members 

of the Yacht Club. The complainants sought certain injunctive 

relief and a declaration that they are members of the Yacht Club, 

and that they are entitled to exercise certain voting privileges. 

 The trial court granted the requested declaration, and we 

awarded Asch and certain other respondents an appeal. 

 The respondents did not join the Yacht Club as a party in 

this appeal. Some of the complainants filed a motion to dismiss 

the respondents' appeal, asserting that the Yacht Club is an 

indispensable party. The respondents assert that they are 

entitled to maintain this appeal because, inter alia, their 

notice of appeal informed all the litigants below, including the 

Yacht Club, "that the litigation was not ended and that appeal 

was in progress." 

 We have defined "necessary parties" broadly: 

 "Where an individual is in the actual enjoyment of the 

subject matter, or has an interest in it, either in 

possession or expectancy, which is likely either to be 

defeated or diminished by the plaintiff's claim, in 
such case he has an immediate interest in resisting the 

demand, and all persons who have such immediate 

interests are necessary parties to the suit." 

Raney v. Four Thirty Seven Land Co., 233 Va. 513, 519-20, 357 

S.E.2d 733, 736 (1987) (quoting Gaddess v. Norris, 102 Va. 625, 

630, 46 S.E. 905, 907 (1904)); accord Mendenhall v. Cooper, 239 

Va. 71, 75, 387 S.E.2d 468, 470 (1990). 

 We have also held that a court lacks the power to proceed 

with a suit unless all necessary parties are properly before the 

court. Id. at 74, 387 S.E.2d at 470. We have stated that 

 "[a necessary party's] interests in the subject matter 

of the suit, and in the relief sought, are so bound up 

with that of the other parties, that their legal 

presence as parties to the proceeding is an absolute 

necessity, without which the court cannot proceed. In 

such cases the court refuses to entertain the suit, 

when these parties cannot be subjected to its 

jurisdiction." 

Bonsal v. Camp, 111 Va. 595, 597-98, 69 S.E. 978, 979 (1911) 

(quoting Barney v. Baltimore City, 73 U.S. (6 Wall.) 280, 284 

(1867)); Mendenhall, 239 Va. at 74, 387 S.E.2d at 470. Accord

Walt Robbins, Inc. v. Damon Corp., 232 Va. 43, 47-48, 348 S.E.2d 

223, 226-27 (1986); Buchanan Co. v. Smith, 115 Va. 704, 707-08, 

80 S.E. 794, 795 (1914); Sweeney v. Foster, 112 Va. 499, 505-06, 

71 S.E. 548, 550 (1911). See also Kennedy Coal v. Buckhorn Coal, 

140 Va. 37, 49, 124 S.E. 482, 486 (1924). 

 Applying these principles, we hold that this appeal must be 

dismissed because the Yacht Club is an indispensable party, and 

the respondents failed to make the Yacht Club a party in this 

appeal. The respondents assign as error the following: 

 I. The trial court erred as a matter of law by 

not enforcing Article V, Section 1 of the 

1956 By-laws of Mount Vernon Yacht Club, 

Incorporated, which provides that only 

property owners in the subdivision known as 

Yacht Haven Estates, in the Mount Vernon 
Magisterial District of Fairfax County, 

Virginia, may be members of the Corporation. 

 II. The trial court erred as a matter of law by 

Amending the Articles of Incorporation of 

Mount Vernon Yacht Club, Incorporated, by 

Order of the court. Amendment of Articles of 

Incorporation is a legislative act, not a 

judicial one. The exclusive means for 

amending Articles of Incorporation is set 

forth in the Virginia Nonstock Corporation 

Act and is beyond the statutory and 

constitutional power of a court of equity. 

The respondents request, in their prayer for relief, that this 

Court enter a final judgment declaring, among other things: 

 (ii) that the original Bylaws of [the Yacht Club], 

which so provide, were not amended prior to January 1, 

1957, nor was there any determination made by the then 

members of [the Yacht Club], prior to January 1, 1957, 

that residents of "other areas" were qualified to be 

members of [the Yacht Club]; 

 (iii) that as of January 1, 1957, there were 

only five (5) members of [the Yacht Club], and all such 

members were "property owners in the subdivision known 

as Yacht Haven Estates"; 

. . . . 

 (v) that neither [the Yacht Club] nor its putative 

officers, directors or committees have the power to 

confer membership on any persons who are not "property 

owners in the subdivision known as Yacht Haven Estates" 

until such time as the corporation might amend its 

Articles of Incorporation in accordance with the 

Virginia Nonstock Corporation Act; 

. . . . 

 (vii) that any purported change to the 

qualification for membership in [the Yacht Club] 

undertaken after January 1, 1957, except by amendment 

to the Articles of Incorporation, is invalid. 

The respondents' assignments of error and requested relief 

demonstrate that the Yacht Club's interests in the subject matter 

of this appeal "are so bound up with that of the other parties, 

that [its] legal presence as [party] to the proceeding is an 

absolute necessity," Bonsal, 111 Va. at 597-98, 69 S.E. at 979, 
without which this Court cannot proceed. 

 We reject the respondents' contention that the Yacht Club 

should be treated as a party to this appeal because it had notice 

of the appeal. The mere fact that an indispensable party who was 

a litigant in the trial court has notice that an appeal has been 

perfected against another litigant is not sufficient to confer 

this Court's jurisdiction over the indispensable party against 

whom no appeal has been properly perfected. 

 We also find no merit in the respondents' contention that 

the Yacht Club is estopped from denying it is a party to this 

appeal. In this instance, this Court will not permit the 

respondents to utilize estoppel principles in an attempt to 

create appellate jurisdiction over an indispensable party which 

is not properly before the Court. 

 In view of the foregoing, we find no reason to discuss the 

respondents' remaining arguments relating to the motion to 

dismiss. Accordingly, we will enter an order granting the motion 

to dismiss the appeal. 

Appeal dismissed.