Rock Island Argus. (Rock Island, Ill.) 1893-1920, 1897-05-12
Why Head Camp Removal
Was Illegal.
WAS NOT DONE IN ILLINOIS.
A misunderstanding Between
Camp and Directors.
The Only Course of Procedure
Now Open.

The fact that the act Of the head
camp of Modern Woodmeu removing
the offices from Fulton was not done
in the stale of Illinois has deprived
Rock Island of the location. temper
afiiy. A copy Of the ruling of the
supreme court Of the state setting
aside the will of the order as to re-
moval, was received by Jackson &
Hurst last evening, aud was at once
closely sc:utipized b5 the firm and
by j. G. johnson. general attorney Of
the order. While there Is a point as
to the board of directors aud the
camp having a clear understanding
OF the duty obligated by one or the
other, the main obstacle which the
court finds in the way Of the carry
ing out of the head camps wishes is
that of the action on the question of
removal being taken outside of the
state. There was nothing about the
Omaha meeting. it seems, that was
legal. although all that it did was
legalized afterward - except that
pertaining to the removal. Madison
was better. It did what the law re-
qnired, but the court holds the d.
.rectors did not do what the head
camp ordered done. and beyond tina
it is shown that while the laws Of
the state have been changed to meet
md justify the acts of an Illinois
corporation doing business outside
OF the state. the one vital point affect
ing the removal Of the head office is
expressly excepted. In other words.
when the directors in the Interest,"
of the order had q law prepared
and adopted legalizing transac-
lions outside the state. the enc
mic, Of the order were on
hand and slipped through a SUBJ
sequent clause in substance except
ing as far as such legislation per-
taiped 10 the head camp removal.
Ccurt Ruling Reviewed.
The ruling which is written BY
Judge H. Cartwright reviews ex-
haustively the history of the pro
ceedings in the head camp at Omaha
and the zone at Madison, takes up
the original injunction, and con-
tends that the action At Omaha was
irregular in every form, not only in
that it Transcribed the authority OF
the body to act on the removal
OF the head Office at q session
outside of the state, and to transact
other bus ness, but that the neces-
sary two-thirds vote to make the
action binding was not secured. IL
is cited that the defendants-the
Woodmen-did not seem to have
regarded the action of the head camp
at Omaha as sufficient to sustain
their claim of right to remove the
office, since they permitted the suit
to rest and the in junction to remain
in force for nearly three years until
after the head camp at Madison. A.
the latter camp new and original
action for change of location was
taken without any reference to the
previous action at Omaha. A certl-
ucate Of the change of location was
filed in 1895 by the officers OF the cor
poration with the insurance super.
intendent OF this state, wherein ihey
certified that the change was made
by the he.d camp a Madison, and
no mention whatever was made OF
any action at Omaha. Notwith.
standing this practical abandonment,
it is now commended that the proc Led.
ings at Omaha were sufficient to
change tn location and we're valid
and that if there was an infirmi.v il
the proceedings on account of tn.
corporate nesting being held outsid.
OF the state. that such objection was
removed by a ratifying act passed
by the legislature OF this state. The
subsequent legislation of the lllinoi.
legislature legalizing the acts of tn,
Omaha head camp. with the ex
ception OF that which per
tains to the head camp removal
is dwelt upon and cases are
cited to show that the question
of location is an essential aud ma
terisl part of the articles. The law.
under which the order was incorpo
rated and governed are discussed u,
length, and the sections Of the stat
utes comforting authority to chang,
the articles of Incorporation whict
the Woodmen head camp at Madison
gave authority to have done. and tn,
compliance with all the provisions o
the statutes with reference to which
the court holds, has been neglected
The court cites that the authority {.
change the articles Of association
was derived from that clause Of tn,
act of 1887, which maintain.
that any order organized unde
1t may change its articles OF asso
citation in . manner prescribed b!
its own rules. but no change is o
Illegal effect until a certificate setting
forth fully and definitely the change
proposed shall have been submitted
to and approved BY the auditor o
lpublie accounts and fled in the 0ffic'
L OF the secretary Of state. as well as
Terrified copy record. d in the ofiic,
OF the recorder of deeds. The cour
declares that the right to change tn,
articles o. ASSOCIATION involve,
changes in the entire plan of incor
poration subject only to the pro