        IN THE COMMONWEALTH COURT OF PENNSYLVANIA


Northern Chester County                  :
Sportsmen’s Club                         :
                                         :
                   v.                    :
                                         :   No. 1933 C.D. 2016
John Mark Muller and Benjamin T.         :   Argued: October 17, 2017
Janus and William J. Dunn and            :
John Doe #3                              :
                                         :
Appeal of: John Mark Muller              :


BEFORE:     HONORABLE RENÉE COHN JUBELIRER, Judge
            HONORABLE ROBERT SIMPSON, Judge (P)
            HONORABLE JAMES GARDNER COLINS, Senior Judge


OPINION BY
SENIOR JUDGE COLINS                                     FILED: November 21, 2017


            This matter is an appeal from an order of the Chester County Court of
Common Pleas (trial court) entering judgment after trial in an equity action
brought by Northern Chester County Sportsmen’s Club (Club) against appellant
John Mark Muller (Muller), who had been a member and Membership Secretary of
the Club. For the reasons set forth below, we affirm.
             The Club is a Pennsylvania non-profit corporation organized to
“promote the interest of sportsmen in the development of Shooting Sports
opportunities for the greater enjoyment of the outdoor recreation, particularly
hunting and fishing.”     (10/28/15 Amended Complaint ¶1; Muller Answer to
10/28/15 Amended Complaint ¶1; 2014 Bylaws Art. 2, Reproduced Record (R.R.)
at 28a.) The Club’s primary function and purpose is to provide target ranges on its
premises where its members can “shoot their guns.” (3/8/16 Trial Transcript Notes
of Testimony (N.T.) at 8-9.) The Club’s bylaws in effect in 2014 provided that the
Club was managed by a board of directors (Board) consisting of a President, Vice
President (also referred to as First Vice President), Second Vice President,
Recording Secretary, Membership Secretary, and Treasurer, and two Trustees.
(2014 Bylaws Art. 8 § 1, Art. 9, R.R. at 30a.) These Board officers were elected
for a one-year term by the members of the Club at the Club’s November annual
meeting. (Id. Arts. 5-8, Art. 11 § 1, R.R. at 29a-31a.)
             The Club’s 2014 bylaws required members to pay dues annually by
the first Monday in August and provided that “[a]ny member failing to pay such
dues within thirty (30) days after the presentation shall be notified in writing by
letter forwarded to such member’s last known address, and if such dues are not
paid within thirty (30) days after notice, membership in club automatically ceases.”
(2014 Bylaws Art. 4 § 2, R.R. at 29a (emphasis omitted).) In addition, the Club
required members to renew their membership annually by signing and submitting a
renewal form to the Club by the first Monday in August. (3/8/16 N.T. at 167-69;
Plaintiff Ex. 6; Muller Ex. 8, R.R. at 60a; 3/9/16 N.T. at 22.)
             The Club’s 2014 bylaws provided as follows with respect to the
termination of membership:

             Expulsion of membership. A complaint against a member will
             be reviewed by the board to determine if further action is
             merited. A member who violates any of the rules of the Club
             may be expelled from membership by a (two thirds) vote of
             the members present at a regular meeting, and said member
             shall be given at least thirty days notice in writing that such
             action is pending. Service of such notice may be made
             personally or by registered letter mailed to said member by
             the club secretary before the meeting. All members will
             receive a copy of the notice by mail. A copy will be available
                                          2
             at the meeting. A copy will also be posted on the clubs [sic]
             website for review.
(Bylaws Art. 3 § 5, R.R. at 28a (emphasis omitted).) The 2014 bylaws contained
no provisions authorizing or prohibiting the suspension of members or Board
members. The Club’s renewal notice contained a hold harmless agreement that
stated: “I understand that my membership privileges may be revoked without
refund for misconduct at any time.” (Muller Ex. 8, R.R. at 60a; 3/9/16 N.T. at 22.)
             Muller joined the Club in 2006 and was its Membership Secretary
from 2008 to 2014. (3/9/16 N.T. at 13, 15.) Muller was also appointed by the
Board as the Club’s Procurement Officer. (3/7/16 N.T. at 178; 3/8/16 N.T. at 22.)
In 2013, Muller purchased a $1,700 beverage cooler despite instructions from the
Board President not to make the purchase and, as a result the Board removed
Muller as Procurement Officer and instructed him that he could not make
purchases for the Club above $50 without prior authorization. (4/13/16 Trial Court
Decision at 4; 3/7/16 N.T. at 178-82; 3/8/16 N.T. at 138-39.) In response to this
instruction, Muller told the Board that the rules did not apply to him and that he
would continue to do what he thought necessary in the future. (3/7/16 N.T. at 181-
82; 3/8/16 N.T. at 139.)
             In early April 2014, when the Board was considering changing the
Club’s propane provider but had not made a decision, Muller, without Board
approval, canceled the Club’s contract with its existing provider and committed the
Club to a contract with a new propane provider. (4/13/16 Trial Court Decision at
4; 3/7/16 N.T. at 182-87; 3/8/16 N.T. at 139-41.) Muller also contracted on the
Club’s behalf for installation of gas lines for a gas stove, without approval and
even though the Club’s existing stove was electric, and did not cancel this
installation when instructed by the Board President not to proceed. (4/13/16 Trial

                                         3
Court Decision at 4-5; 3/7/16 N.T. at 187-90; 3/8/16 N.T. at 141-42.) Later in
April 2014, Muller took several items of equipment that belonged to the Club and
sold them to a scrap yard without Board approval and despite instructions not to
scrap the one item that he had discussed with other Board members. (4/13/16 Trial
Court Decision at 5; 3/7/16 N.T. at 191-94; 3/8/16 N.T. at 142-44.)
             On April 28, 2014, the Board met with Muller about these incidents
and Muller responded that he was entitled to act unilaterally for the Club as he saw
fit. (3/7/16 N.T. at 32-33, 197, 201-02; 3/8/16 N.T. at 28.) The Board then voted
to recommend to the membership that Muller be expelled, suspended Muller from
his position as Membership Secretary, and suspended him as a member pending
the expulsion vote. (3/7/16 N.T. at 202-05; 3/8/16 N.T. at 28-29, 31-33, 145-46.)
At that meeting, the Board also directed Muller to return all Club membership
records and Muller refused to return those records. (4/13/16 Trial Court Decision
at 5; 3/7/16 N.T. at 33-34, 205, 207; 3/8/16 N.T. at 33-37, 147.)
             A vote on whether to expel Muller was held at the Club’s June 2014
membership meeting. (4/13/16 Trial Court Decision at 6; Muller Ex. 2, R.R. at
34a-46a.) Eighty-seven members voted in favor of expelling Muller and eighty-
four voted against expulsion; because this was less than the two-thirds required for
expulsion under the bylaws, Muller was not expelled.          (4/13/16 Trial Court
Decision at 6; 3/7/16 N.T. at 214; Muller Ex. 2, R.R. at 46a.) Following the vote,
the Board President advised Muller and the membership that Muller remained
suspended and was barred from the Club premises until he complied with the
Board’s direction to return the Club’s membership records and met with the Board.
(4/13/16 Trial Court Decision at 6; 3/7/16 N.T. at 44-45, 214-15; 3/8/16 N.T. at
148; Muller Ex. 2, R.R. at 46a.) Muller did not return the Club’s membership


                                         4
records and advised the Board that he would not attend any Board meeting for the
foreseeable future. (4/13/16 Trial Court Decision at 6; 3/7/16 N.T. at 207-08, 214-
15; 3/8/16 N.T. at 147.) In addition, in August 2014, Muller changed the password
on the Club’s bulk email delivery service account and locked the Club out of
sending out emails to its membership through that account. (3/7/16 N.T. at 56, 64-
73.)
            Muller attempted to come to Club membership meetings on several
occasions after the June 2014 membership meeting and the Club called the State
Police and had him removed. (4/13/16 Trial Court Decision at 6; 3/7/16 N.T. at
215; 3/9/16 N.T. at 28-29.) Muller did not submit a membership renewal form for
2014-2015 to the Club, but instead filled out and kept a renewal form that he had in
his possession from his position as Membership Secretary and showed it to
William J. Dunn (Dunn), who was First Vice President of the Club, and Dunn gave
him a 2014-15 membership card. (3/9/16 N.T. at 21-23, 69-70; Muller Ex. 8, R.R.
at 60a; Muller Ex. 9, R.R. at 61a.) Muller also gave Benjamin T. Janus (Janus),
who was Treasurer of the Club, a check for his annual dues and Janus deposited
the check in the Club’s bank account. (3/9/16 N.T. at 6-7, 20-21; Muller Ex. 9,
R.R. at 61a.) Neither Dunn nor Janus reported to the rest of the Board that Muller
had renewed his membership. (4/13/16 Trial Court Decision at 6; 3/7/16 N.T. at
216-17.) Dunn and Janus subsequently resigned from the Board at the Club’s
August 2014 membership meeting. (3/7/16 N.T. at 50-51, 87-88.)
            On September 9, 2014, the Club filed this action against Muller and
John Doe defendants, seeking, inter alia, the return of Club records and orders
enjoining Muller from contacting Club members and holding himself out as
member or officer of the Club. On November 10, 2014, at a hearing on a motion


                                         5
for a preliminary injunction filed by the Club, the parties reached an agreement
under which Muller agreed to return all membership records to the Club.
(11/10/14 Injunction Hearing Transcript at 60-65.)      At this hearing, the Club
learned of Muller’s payment of his 2014-2015 dues to Janus and his receipt of a
membership card from Dunn. (Id. at 23-25, 42-43.) Following the injunction
hearing, Muller provided the Club a DVD containing copies of the Club’s
membership records, but did not return the hard copies of the membership records
to the Club. (10/28/15 Amended Complaint ¶¶38-39; Muller Answer 10/28/15
Amended Complaint ¶¶38-39; 3/7/16 N.T. at 207-08; 3/9/16 N.T. at 59.)            In
February 2015, the Club added Janus and Dunn as defendants in substitution for
John Doe defendants. The Club did not return Muller’s 2014-2015 dues payment.
(3/9/16 N.T. at 25.)
             In 2015, while this action was pending and before trial, the Club
adopted new bylaws by successive votes of the membership at the Club’s June and
July membership meetings. (2015 Bylaws, R.R. at 63a-71a; 3/7/16 N.T. at 231;
Plaintiff Ex. 2.) The 2015 bylaws define the Club’s membership year as August 1
through July 31 and provide that:

             Any member failing to renew prior to the end of the
             membership year must reapply as a new member. Renewals
             that fail to be postmarked prior to the end of the membership
             year will not be considered. Those members failing timely
             renewal may only renew in person at the August membership
             meeting.
(2015 Bylaws, Art. 3 § 1, Art. 4 § 2, R.R. at 63a-64a.) The 2015 bylaws further
provide that “[a] member not in good standing is ineligible for renewal.” (Id., Art.
4 § 3, R.R. at 64a.) In addition, unlike the 2014 bylaws, the 2015 bylaws do not
require a membership vote on expulsion and provide for suspension and forfeiture

                                         6
of membership for misconduct by a majority vote of the Club’s officers. (2015
Bylaws, Art. 3, Art. 19, R.R. at 63a, 70a.) The Club did not send its notice of the
votes on the 2015 bylaws to Muller because it did not consider him to be a
member. (3/8/16 N.T. at 73-74; 3/9/16 N.T. at 25.) Muller did not submit a
membership renewal to the Club for 2015-2016, but came to the Club’s August
2015 membership meeting and sought to pay his dues for the 2015-2016
membership year. (3/8/16 N.T. at 74-75.) The Club did not accept Muller’s check
and called the State Police. (Id.)
             The trial court held a three-day non-jury trial on March 7 through
March 9, 2016. At trial, the Club sought return of hard copies of its membership
documents and other Club property and an accounting by Muller, recovery of
expenses incurred as a result of Muller’s actions, and orders enjoining Muller from
contacting Club members, holding himself out as a member or officer of the Club,
and using the Club’s name. (10/28/15 Amended Complaint at 6-12.) Muller, in
addition to disputing the Club’s requests for relief, sought equitable relief against
the Club, including an order restoring his membership in the Club.           (Muller
Answer to 10/28/15 Amended Complaint at 14-19, Counterclaim I.)                Eight
witnesses testified at trial, including the Club President, a member who did the
Club’s computer work, the member who served as the Club’s Second Vice
President in 2014, Muller, Janus, and Dunn. Muller did not dispute at trial that he
took unauthorized actions with respect to the propane provider, the installation of
gas lines, and the disposal of Club property as scrap. (3/8/16 N.T. at 166-67.)
Rather, he contended that these actions were proper because he was “running the
Club” and entitled to act unilaterally and take whatever actions he personally
thought were in the Club’s interests without notice to or approval by others.


                                         7
(4/13/16 Trial Court Decision at 3-5; 3/8/16 N.T. at 165-66; 3/9/16 N.T. at 33, 64-
65.) Even though his term as Membership Secretary had expired and he no longer
held that position independent of the Board’s suspension, Muller admitted that he
still had not returned the original records to the Club in 2016, because in his view
“I own them.” (3/9/16 N.T. at 59.)
             On April 13, 2016, the trial court issued a decision in the Club’s favor.
The trial court found that the Board instructed Muller in 2013 to not unilaterally
make large expenditures for the Club, that Muller disregarded this instruction in
changing propane providers and contracting for new gas lines, that Muller
improperly disposed of Club property as scrap without authority, and that he
interfered with the Club’s access to its mass email account. (4/13/16 Trial Court
Decision at 4-5.) The trial court also found that the Board requested that Muller
return the Club’s membership records and that Muller did not comply with this
direction and still had not fully complied at the time of trial. (Id. at 5-6, 12.) The
trial court held that although the membership expulsion vote failed, the Board
acted within its powers to manage the Club in suspending Muller for his refusal to
stop acting unilaterally and for his failure to return its membership records.
(10/4/16 Trial Court Pa. R.A.P. 1925 Op. at 4-5; 4/13/16 Trial Court Decision at 8-
10.)
             The trial court further found that Club members were required to
renew their membership each year. (4/13/16 Trial Court Decision at 6.) The trial
court held that because Muller failed to submit his signed membership form for
2014-2015 to the Club and secretly gave the dues check to Janus, his membership
renewal for that year was invalid. (10/4/16 Trial Court Pa. R.A.P. 1925 Op. at 6-7;
4/13/16 Trial Court Decision at 6, 10-11.) The trial court held that Muller also


                                          8
failed to satisfy the renewal requirement for 2015-2016 and that the Club properly
refused to let him renew his membership for that year because even if he remained
a member, Muller “still had not returned the Club property as requested and,
therefore, at the very least, his suspension remained in effect.” (10/4/16 Trial
Court Pa. R.A.P. 1925 Op. at 4; 4/13/16 Trial Court Decision at 6.)
              The trial court in its order decreed that Muller “is not now a member
of Northern Chester County Sportsman’s Club” and ordered that Muller “shall
return within ten (10) days of the date herein all material, written or in computer
format, including but not limited to membership lists, membership records,
membership cards, membership notes of Northern Chester County Sportsman’s
Club.” (4/13/16 Trial Court Decision, Order ¶¶1-2.) With respect to Janus and
Dunn, the trial court ruled that they are no longer members of the Club and ordered
Dunn to return passwords and other material concerning the Club’s Facebook
page. (Id. ¶¶3-5.) The trial court made no award of damages and ordered that the
parties were to bear their own legal fees and costs. (Id. ¶¶6-7.)
              All parties filed motions for post-trial relief. The trial court denied
Muller’s, Janus’s and the Club’s post-trial motions and Dunn withdrew his post-
trial motions. (7/25/16 Trial Court Order; Docket Entries, R.R. at 20a-21a.) On
August 23, 2016, Muller timely appealed the trial court’s order.1 The Club filed a
cross-appeal, but discontinued its cross-appeal on October 3, 2016. Janus and
Dunn did not appeal the trial court’s order.



1
 Muller filed his appeal to the Superior Court. Although the order denying Muller’s post-trial
motions did not enter judgment, this defect was cured by the entry of judgment on September 30,
2016. On October 17, 2016, the Superior Court transferred Muller’s appeal to this Court.


                                              9
               In this Court, Muller argues that the trial court erred in upholding the
Club Board’s suspension of him from his position as Membership Secretary and
suspension of his membership and contends that he remains a member of the Club
because he renewed his membership for 2014-2015 and was improperly prevented
by the Club from renewing his membership for 2015-2016.2 We address each of
these arguments in turn.3

The Suspensions

               The Nonprofit Corporation Law of 1988 (Nonprofit Corporation Law)
provides that “[m]embership in a nonprofit corporation … shall be governed by the
rules of admission, retention, suspension and expulsion, prescribed in bylaws
adopted by the members, except that the rules shall be reasonable, germane to the
purpose or purposes of the corporation and equally enforced as to all members of
the same class.” 15 Pa. C.S. § 5751(a). The Club’s 2014 bylaws provide for and

2
  Our review is limited to determining whether the trial court committed an error of law or
abused its discretion or whether its findings of fact are not supported by the evidence. Morgan v.
Richter, 724 A.2d 983, 985 (Pa. Cmwlth. 1999). Questions of credibility and the weight to be
given to evidence are exclusively within the province of the trial court. Id.
3
  The Club argues that the trial court’s order can be sustained regardless of the merits of Muller’s
arguments on the ground that Muller is barred from relief by the doctrine of unclean hands. We
do not agree. Under the doctrine of unclean hands, a court may deny equitable relief where the
person seeking such relief acted unfairly or with fraud or deceit with respect to the matter at
issue. Barcia v. Fenlon, 37 A.3d 1, 6-7 (Pa. Cmwlth. 2012). The trial court found that Muller
acted in this matter with fraud, deceit and bad faith and that the unclean hands doctrine applied.
(4/13/16 Trial Court Decision at 9-10.) The trial court, however, did not merely deny Muller
equitable relief, but granted equitable relief to the Club and affirmatively ruled that Muller is not
a member of the Club. (Id. at 7 & Order ¶1.) The doctrine of unclean hands is a basis only for
the denial of equitable relief and cannot support a grant of affirmative relief against the party
who acted with unclean hands. Keystone Commercial Properties, Inc. v. City of Pittsburgh, 347
A.2d 707, 709 (Pa. 1975). We therefore cannot base our affirmance of the trial court’s order on
its finding that Muller’s conduct constituted unclean hands.


                                                10
limit expulsion from membership, but do not contain any provisions concerning
the suspension of members. The 2014 bylaws also do not provide for or prohibit or
restrict the suspension or removal of Board members from the Board or from their
position as officers of the Club.
             This silence does not by itself preclude suspension of membership.
While the Nonprofit Corporation Law contains provisions that limit expulsion and
termination of membership in the absence of a bylaw and that restrict transfer of
membership in the absence of a bylaw, 15 Pa. C.S. § 5769(a), (b), (d), it does not
prohibit or restrict suspension in the absence of a bylaw. Compare 15 Pa. C.S. §
9126(a)(1) (providing with respect to unincorporated associations that “[i]f there
are no applicable governing principles, a person may become a member or be
suspended, dismissed or expelled only with the approval of the members”).
             A nonprofit corporation is not restricted to taking only those actions
specifically set forth in the corporation’s articles of incorporation or bylaws.
Peters Creek United Presbyterian Church v. Washington Presbytery of
Pennsylvania, 90 A.3d 95, 121 (Pa. Cmwlth. 2014) (en banc); Anderson v.
Colonial Country Club, 739 A.2d 1118, 1121-23 (Pa. Cmwlth. 1999) (board of
directors had authority to impose assessment on members to meet club’s financial
needs even though bylaws did not provide for assessments). The Club’s 2014
bylaws provide that “the Board of Directors … shall manage the affairs of the club
between meetings.”      (2014 Bylaws Art. 9, R.R. 30a.)       Section 5721 of the
Nonprofit Corporation Law provides:

             Unless otherwise provided by statute or in a bylaw adopted by
             the members, all powers enumerated in section 5502 (relating
             to general powers) and elsewhere in this subpart or otherwise
             vested by law in a nonprofit corporation shall be exercised by
             or under the authority of, and the business and affairs of every
                                         11
              nonprofit corporation shall be managed under the direction of,
              a board of directors. If any such provision is made in the
              bylaws, the powers and duties conferred or imposed upon the
              board of directors by this subpart shall be exercised or
              performed to such extent and by such other body as shall be
              provided in the bylaws.
15 Pa. C.S. § 5721 (emphasis added). The powers of the board of directors
enumerated in Section 5502 include the power “[t]o conduct [the corporation’s]
business [and] carry on its operations,” “[t]o elect or appoint and remove officers,
employees and agents of the corporation [and] define their duties,” and “[t]o have
and exercise all of the powers and means appropriate to effect the purpose or
purposes for which the corporation is incorporated.” 15 Pa. C.S. § 5502(a)(15),
(16), (18).
              In addition, Section 5726(b) of the Nonprofit Corporation Law
provides:
              Unless otherwise provided in a bylaw adopted by the
              members, the board of directors may declare vacant the office
              of a director who has been judicially declared of unsound
              mind or who has been convicted of an offense punishable by
              imprisonment for a term of more than one year, or for any
              other proper cause which the bylaws may specify, or if, within
              60 days, or other time as the bylaws may specify, after notice
              of selection, a director does not accept the office either in
              writing or by attending a meeting of the board of directors and
              fulfill the other requirements of qualification as the bylaws
              may specify.
15 Pa. C.S. § 5726(b) (emphasis added). This statutory provision grants the board
of directors the power to remove a director for cause where the corporation’s
bylaws do not address removal of directors. Lutz v. Tanglewood Lakes Community
Association, Inc., 866 A.2d 471, 474-75 (Pa. Cmwlth. 2005), appeal discontinued,
(Pa., No. 73 MAP 2005, filed December 2, 2005). In Lutz, this Court upheld the


                                         12
removal for cause of a director of a nonprofit corporation, although the
corporation’s bylaws did not provide for such removal, stating that “[a]s a matter
of law, we hold that Section 5726(b) of the Nonprofit Corporation Law of 1988, 15
Pa. C.S. § 5726(b), permits a board of directors to remove a director for proper
cause irrespective of whether the organization’s bylaws specify what constitutes
‘proper cause.’” Id. at 475. The Court explained that

             [t]he legislature’s default provision is that a [b]oard may
             remove a director for cause. The non-profit corporation still
             retains the ultimate authority to restrict that power through an
             appropriate bylaw provision, as provided in the introductory
             clause [of Section 5726(b)].
Id. at 475 n.9.
             The Board’s suspension of Muller as Membership Secretary was
within its powers under the Club’s bylaws and the Nonprofit Corporation Law.
Given Muller’s use of his position to act unilaterally for the Club in violation of
instructions from the Board, the Board had cause to remove him as Membership
Secretary. See Moore v. The Lighthouse, 6 Pa. D.&C.3d 320, 327-32 (1977)
(Takiff, J.) (upholding board of directors’ removal of board members and
suspension of board committee for “refusal to abide by and implement” board
decision). Under Sections 5502(a)(16) and 5726(b) of the Nonprofit Corporation
Law, the Board therefore had authority to suspend him from that officer and
director position in April 2014 before his term of office expired, notwithstanding
the absence of specific authorization in the Club’s bylaws.         15 Pa. C.S. §§
5502(a)(16), 5726(b); Lutz, 866 A.2d at 475.
             The Board’s direction that Muller return the Club’s membership
records and suspension of his membership were also within the Board’s powers to
manage the Club under its bylaws and Sections 5502 and 5721 of the Nonprofit

                                         13
Corporation Law.     In carrying out its responsibilities to conduct the Club’s
business, the Board was entitled to possession of Club property that the Club used
to manage its affairs. Because Muller was properly suspended as Membership
Secretary, the Board acted within its powers to manage the Club in directing him to
return the Club’s membership records.           The Board suspended Muller’s
membership until he complied with the Board’s directive to return the Club’s
membership records. (4/13/16 Trial Court Decision at 6; 3/7/16 N.T. at 44-45,
214-15; Muller Ex. 2, R.R. at 46a.) Absent a restriction in the bylaws, such a
suspension of a member to obtain the return of Club records used in the Club’s
operations that were being improperly withheld by the member is within the
Board’s authority to manage the Club.
            Muller argues that the suspension of his membership amounted to a de
facto expulsion and therefore violated the restrictions on expulsion in the Club’s
2014 bylaws and termination of membership in Section 5769 of the Nonprofit
Corporation Law. We do not agree.
            A suspension is subject to restrictions on expulsion and termination of
membership if it in fact terminates the membership and is not temporary or subject
to being automatically lifted upon the member’s compliance with his obligations to
the corporation.   Hart v. Manning, 828 A.2d 5, 11-12 (Pa. Cmwlth. 2003)
(suspension for nonpayment where member “had lost her membership status” was
subject to statutory requirements for termination of membership); Quaker City
Yacht Club v. Williams, 429 A.2d 1204, 1205-06 & n.4 (Pa. Cmwlth. 1981)
(suspension for nonpayment of dues that did not comply with statutory restriction
on termination of membership was invalid where suspension was not lifted upon
payment and member could be reinstated only if membership unanimously


                                        14
approved reinstatement). That was not the case here. The suspension of Muller’s
membership was not a permanent termination of his membership in the Club.
Rather, Muller was suspended until he complied with the Board’s directive to
return the Club’s records. While the suspension lasted for a period of years, that is
because Muller refused to return all of the Club’s records and the reason for the
suspension therefore remained. As late as March 2016, Muller still had not fully
complied with the directive to return the records. (3/7/16 N.T. at 207-08; 3/9/16
N.T. at 59.)
               Accordingly, the trial court correctly held that the Board acted within
its authority under the Nonprofit Corporation Law in suspending Muller and that
Muller’s membership remained validly suspended at all relevant times.

Membership Renewal

               Unlike its silence on whether suspension of membership is permitted
in the absence of a bylaw provision, the Nonprofit Corporation Law permits
membership termination of membership only where and in the manner provided in
the corporation’s bylaws.       Section 5769 of the Nonprofit Corporation Law
provides with respect to termination of membership:

               (a) General rule.--Membership in a nonprofit corporation shall
               be terminated in the manner provided in a bylaw adopted by
               the members. If membership in any such corporation is
               limited to persons who are members in good standing in
               another corporation, or in any lodge, church, club, society or
               other entity or organization, the bylaws shall in each case
               define the limitations and may provide that failure on the part
               of a member to keep himself in good standing in the other
               entity or organization shall be sufficient cause for terminating
               the membership of the member in the corporation requiring
               such eligibility.

                                           15
            (b) Expulsion.--
            (1) A member shall not be expelled from any nonprofit
            corporation without notice, trial and conviction, the form of
            which shall be prescribed by the bylaws.
            (2) Paragraph (1) shall not apply to termination of
            membership pursuant to section 5544 (relating to dues and
            assessments).
15 Pa. C.S. § 5769(a), (b)(1)-(2) (emphasis added). Section 5544 of the Nonprofit
Corporation Law provides:

            (c) Enforcement of payment.--A nonprofit corporation may
            make bylaws necessary to enforce the collection of dues or
            assessments, including provisions for the termination of
            membership, upon reasonable notice, for nonpayment of dues
            or assessments, and for reinstatement of membership.
15 Pa. C.S. § 5544(c) (emphasis added).
            The only method of or basis for termination of membership provided
in the Club’s 2014 bylaws, other than expulsion by a two-thirds vote of the
members, was termination of membership for failure to pay dues after a 30-day
written notice of a delinquency. (2014 Bylaws Art. 4 § 2, R.R. at 29a.) Muller
timely paid his dues for 2014-2015 to the Club Treasurer, albeit surreptitiously,
and the dues were received by the Club. While Muller did not submit the renewal
form that the Club had in practice required for continued membership, that
requirement was not set forth as a ground for termination of membership in the
2014 bylaws. The trial court therefore erred in holding that the 2014-2015 renewal
process terminated Muller’s membership.
            This error does not, however, require reversal. This Court may affirm
a trial court’s order where the result reached by trial court is correct for reasons
different from those on which the trial court relied. Orange Stones Co. v. City of
Reading, 87 A.3d 1014, 1023 (Pa. Cmwlth. 2014); Guy M. Cooper, Inc. v. East

                                          16
Penn School District, 903 A.2d 608, 618 & n.9 (Pa. Cmwlth. 2006). The trial
court’s April 13, 2016 order decreed that as of that date Muller “is not now a
member of Northern Chester County Sportsman’s Club.” (4/13/16 Trial Court
Decision, Order ¶1.) The trial court based this decree not only on its conclusion
that Muller did not validly renew his membership for 2014-2015, but also on its
determination that he did not renew his membership for 2015-2016.
              The 2015 bylaws in effect at the time of renewal for the Club’s 2015-
2016 membership year differed significantly from the 2014 bylaws. Unlike the
2014 bylaws, the Club’s 2015 bylaws provide that membership must be renewed
annually and that if a member fails to timely renew, he must reapply as a new
member. (2015 Bylaws, Art. 4 § 2, R.R. at 64a.) Under these bylaws, Muller’s
membership in the Club ceased if he did not renew his membership for 2015-2016.
Muller argues that he sought to renew his membership at the August 2015
membership meeting and that the Club improperly refused to permit him to renew.
The 2015 bylaws, however, prohibited members not in good standing from
renewing their membership. (2015 Bylaws, Art. 4 § 3, R.R. at 64a.) Muller
remained suspended and was therefore not a member in good standing in July and
August 2015 because of his continued refusal to return Club records. The Board’s
refusal to permit Muller to renew his membership for 2015-2016 was therefore
proper under the 2015 bylaws.
              Muller argues that the 2015 bylaws were not validly enacted and must
therefore be disregarded.4 The Nonprofit Corporation Law provides that where
amendment of the bylaws is to be voted on at a meeting,

4
 The trial court’s ruling that Muller waived this issue is incorrect. Muller raised the issue of
whether the 2015 bylaws were validly adopted both before the trial court’s decision and in his
(Footnote continued on next page…)
                                              17
              written notice shall be given to each member entitled to vote
              that the purpose, or one of the purposes, of a meeting is to
              consider the adoption, amendment or repeal of the bylaws.
              There shall be included in or enclosed with the notice a copy
              of the proposed amendment or a summary of the changes to
              be effected thereby.
15 Pa. C.S. §5504(a). The Club’s 2014 bylaws required that votes on amendments
to the bylaws be “taken at two (2) successive meetings, by two thirds majority vote
of members present, each member of the club to be notified of such vote in writing,
posting at club and on the website.” (Bylaws Art. 15 § 1, R.R. at 32a (emphasis
omitted).) Muller does not dispute that the Club’s membership voted by the
requisite two-thirds majority at two consecutive meetings in June and July 2015 to
adopt the new bylaws.
              Rather, he attacks the validity of the 2015 bylaws only on the grounds
that he was not sent notice of the proposed amendment and that the notice did not
include a copy of the proposed amendment.              These arguments fail.       Because
Muller’s membership was still suspended, he was not a “member entitled to vote”
to whom notice of the amendment is required under Section 5504(a) of the
Nonprofit Corporation Law. Therefore the failure to send him notice did not
violate the requirements for a valid amendment of bylaws. Contrary to Muller’s
contention, neither the Club’s 2014 bylaws nor the Nonprofit Corporation Law
required that a copy of proposed bylaw amendments be sent to members. The
2014 bylaws required only notice of the vote to amend. (Bylaws Art. 15 § 1, R.R.
at 32a.) The Nonprofit Corporation Law required only that the notice include or
enclose “a copy of the proposed amendment or a summary of the changes to be

(continued…)
post-trial motion and brief. (3/25/16 Muller Proposed Findings of Fact and Conclusions of Law
(C.L.), C.L. ¶¶12-14; Muller Post-Trial Motion ¶30; Muller Post-Trial Motion Brief at 18-19.)

                                             18
effected thereby.” 15 Pa. C.S. § 5504(a) (emphasis added). The postcard that the
Club sent concerning the bylaw amendment votes provided a summary of the
changes and advised members that they could view the proposed new bylaws in
their entirety on the Club’s website. (Plaintiff Ex. 2 at 2.) The Club also sent
email notifications to members that provided both a summary and a link to the
website to access the proposed new bylaws. (Id. at 3, 5.) Accordingly, the notice
to members was sufficient and Muller has not shown that the 2015 bylaws were
invalidly enacted.


             Because the Board’s suspensions of Muller were within its authority
under the Club’s 2014 bylaws and the Nonprofit Corporation Law and Muller did
not satisfy the renewal requirements for continued membership under the Club’s
2015 bylaws, we affirm the order of the trial court.




                                       ____________________________________
                                       JAMES GARDNER COLINS, Senior Judge




                                         19
       IN THE COMMONWEALTH COURT OF PENNSYLVANIA


Northern Chester County               :
Sportsmen’s Club                      :
                                      :
                 v.                   :
                                      :   No. 1933 C.D. 2016
John Mark Muller and Benjamin T.      :
Janus and William J. Dunn and         :
John Doe #3                           :
                                      :
Appeal of: John Mark Muller           :



                                   ORDER


           AND NOW, this 21st day of November, 2017, the judgment of the
Court of Common Pleas of Chester County in the above captioned matter is
AFFIRMED.


                                    ____________________________________
                                    JAMES GARDNER COLINS, Senior Judge
