Rowland v. Union Hills Country Club
157 Ariz. 301, 1 Ariz. Adv. Rep. 69, 757 P.2d 105 (1988)
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Rule of Law:
The bylaws of a private organization constitute a contract between the organization and its members, and while courts generally defer to an organization's internal decisions, they may review and provide redress for a member's expulsion if it is established that the action violated the bylaws, was taken in bad faith, was fundamentally unfair, or was utterly unsupported by evidence.
Facts:
- Plaintiffs, who were members of the Union Hills Country Club (UHCC), formed a group called The Independent Members Electorate (TIME).
- TIME began lobbying the general membership to amend the club's by-laws, with the goal of replacing the board of directors with governance by the general membership.
- On February 20, 1986, UHCC's board president, defendant Collins, sent letters to the plaintiffs notifying them of a hearing to address charges of 'conduct unbecoming a member'.
- The charges included fostering a contemptuous attitude toward the board and spreading misinformation.
- At his hearing, plaintiff Rowland requested a 'Bill of Particulars' to understand the specific acts underlying the charges, stating he could not respond otherwise.
- Following the hearing, the board voted to expel the plaintiffs from the club.
Procedural Posture:
- Plaintiffs sued Union Hills Country Club and its president, Collins, in an Arizona trial court for breach of contract, defamation, conspiracy, and infliction of emotional distress, among other claims.
- Defendants filed a motion for summary judgment on all counts.
- Plaintiffs filed a cross-motion for summary judgment on the breach of contract claim.
- The trial court granted the defendants' motion for summary judgment on all counts and denied the plaintiffs' cross-motion.
- Plaintiffs, as the appellants, appealed the trial court's order to the Arizona Court of Appeals.
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Issue:
Do courts have the authority to review the substantive basis for a private social organization's expulsion of a member, beyond mere procedural compliance, when the member alleges the expulsion was in bad faith and violated the contractual rights established by the organization's bylaws?
Opinions:
Majority - Howard, Presiding Judge
Yes, a court has the authority to review the substantive basis for a private social organization's expulsion of a member. While courts are hesitant to interfere in the internal affairs of private clubs, an organization's by-laws create a contract with its members. Judicial redress is available when a member establishes that their expulsion violated those by-laws, was conducted in bad faith, was fundamentally unfair, fraudulent, or was utterly unsupported by evidence. The plaintiffs allege their expulsion was not for any specific misconduct but was in retaliation for their attempts to amend the by-laws and elect a new board—actions authorized by the by-laws themselves. Because there are disputed issues of fact as to whether the defendants' actions were taken in bad faith or were fundamentally unfair, summary judgment on the breach of contract claim was improper.
Analysis:
This decision clarifies the scope of judicial review over the internal affairs of private, voluntary associations. It reinforces the principle that membership is a contractual relationship, and it moves the court's potential inquiry beyond mere procedural compliance to include the substance and motivation behind an expulsion. The case establishes that a club cannot use a vague charge like 'conduct unbecoming a member' as a pretext to punish members for exercising rights granted to them under the organization's own governing documents. This provides members of private organizations with greater protection against arbitrary or bad-faith actions by leadership, ensuring that internal governance is not completely insulated from judicial scrutiny when fundamental fairness is at stake.
