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An organization composed of people who voluntarily meet on a regular basis for a mutual purpose other than educational, religious, charitable, or financial pursuits. A club is any kind of group that has members who meet for a social, literary, or political purpose, such as health clubs, country clubs, book clubs, and women's associations. The term club is not a legal term per se, but a group that organizes itself as a club must comply with any laws governing its organization and otherwise be cognizant of the legal ramifications in undertaking to organize itself in this manner.
Various types of clubs exist. An incorporated members' club is composed of a group of individuals who each contribute to the club's funds, which are used to pay the expenses of conducting the society. An unincorporated proprietary club is one whose proprietor owns the property and funds and conducts the club to attempt to make a profit. The members are entitled to use the premises and property in exchange for the payment of entrance fees and subscriptions to the proprietor as well as any additional rights and privileges provided in their contractual agreement.
An incorporated club is generally governed by state statute. Many statutes provide for the incorporation of clubs, and the statutory requirements must be strictly observed. A statute may require that an application for incorporation state the purposes of the club in a definitive manner to help the court determine whether the objective of the club is legal. In addition, the application should state the manner in which club revenues are to be provided and the basis upon which an individual may become a member of the club.
A club's certificate of incorporation should indicate pecuniary means (i.e., funds, money, property), describe the objective of the club, and specify a place of business or office. If a club is unincorporated, the rules that govern associations apply.
Voluntary clubs are not partnerships, since the members do not join them for profit-making purposes and, unlike partners, are not responsible for the acts of each other. If a club's members do unite for a commercial venture, however, this association would constitute a partnership. In such cases, a club might be required to comply with state law governing partnerships.
Purpose and Objective
The purpose and objective of a club must be in compliance with the law and in the best interests of the community, whether a club is incorporated or not. An application for a club charter will be denied if the proposed bylaws provide for illegal methods of management.
The Police Power of the state encompasses the supervision of amusements and thereby regulates clubs to make sure that the objectives of these organizations are lawful and that the organizations do not become harmful to society. Statutes may authorize the revocation of a club's charter if the club conducts unlawful activities.
Constitution and Bylaws
The constitution and bylaws adopted by a club constitute a binding contract between the club and its members. There is a presumption that every member of the club is acquainted with its rules. The rules and bylaws of a club must provide for the selection of officers, handling of money or property, selection of members, and dissolution or disbanding of the club itself.
A club's rights and powers are usually governed by applicable statutes and the club's own charter, constitution, and bylaws. Clubs ordinarily have the power to acquire and convey real property, to hold real estate, and to obtain suitable buildings for their accommodation, as well as to borrow money for such purposes.
Private clubs have the right to Immunity from public interference, since public authorities have no power to interfere with a private club's festivities when they are organized for a legitimate purpose and do not constitute a breach of the peace.
If a contract is made by a club's duly authorized agent on its behalf, then the club will be liable under the contract. A membership corporation is subject to strictly limited powers and well-defined methods of procedure, and anyone dealing with such a club is deemed to know this information. Unincorporated clubs are not liable for members' debts.
Concerning liability to its members for torts, an incorporated club that has a clubhouse and is financed by membership dues is financially responsible for injuries due to its Negligence. Similarly, a club, whether incorporated or not, that maintains a clubhouse has a duty to keep the premises reasonably safe for its members. It also has a duty to inform and warn guests of all dangers related to the enjoyment of club privileges, that are not immediately observable.
A club may have various responsibilities to nonmembers. For example, a hunting club may be required to carry insurance in case of an accidental injury within its boundaries. Similarly, a club owes invitees on club property the duty to exercise ordinary care to prevent them from being injured.
Protecting Civil Rights
Almost every organization that provides food, drink, lodging, or entertainment must obey the federal Civil Rights laws and any applicable state statutes. The federal laws are designed to protect all people from interference with their right to get a job or education, participate in government, and enjoy public accommodations.
Private membership clubs are exempted from these civil rights laws in order to preserve their rights to privacy and freedom of association. In attempting to determine whether an organization genuinely deserves private club status, courts have considered a number of factors, including the club's criteria for admission, membership fees, membership control over the organization's operations, and use of facilities by nonmembers. Because the courts have applied these factors on a case-by-case basis, the results have been inconsistent. For example, recreational sports clubs such as golf, tennis, fishing and hunting, private dining, and swimming clubs have generally been found to provide public accommodations. Fraternal orders and lodges have proven to be more difficult to categorize. In four decisions dealing with these types of organizations, the Supreme Court narrowed the definition of freedom of association and upheld the constitutionality of state statutes designed to keep private clubs from discriminating.
The Jaycees In the first case, roberts v. united states jaycees, 468 U.S. 609, 104 S. Ct. 3244, 82 L. Ed. 2d 462 (1984), the Supreme Court addressed the constitutionality of a state public accommodations law that had been applied to a private club. The club, the U.S. Jaycees, a major national and international civic organization, had been ordered by the Minnesota Department of Human Rights to accept women as full members. The Court rejected the Jaycees' argument that this order violated its constitutional rights. In its decision, the Court identified two distinct types of protected associations: intimate associations and expressive associations.
According to the Court, intimate associations, such as families, are distinguished by "relative smallness, a high degree of selectivity in decisions to begin and maintain the affiliation, and seclusion from others in critical aspects of the relationship." Such associations are always subject to protection, the Court said, whereas large business enterprises are not. Private clubs such as the Jaycees fall somewhere in between the two. According to the Court, factors that may be relevant in determining whether a particular organization is an intimate association include "size, purpose, policies, selectivity, [and] congeniality."
The Court concluded that the Jaycees is not subject to protection as an intimate association because its chapters are large and unselective. With regard to the Jaycees' rights as an expressive association, the Court acknowledged that the organization has the right to associate with others for political, social, economic, educational, religious, and cultural purposes. However, the Court held that this right may be infringed by compelling state interests such as the desire to eliminate Sex Discrimination. The Court concluded that Minnesota had such a compelling interest in ensuring women equal access to the leadership skills, business contacts, and employment promotions offered by the Jaycees.
Rotary Clubs Three years after Roberts, the U.S. Supreme Court decided Board of Directors v. Rotary Club, 481 U.S. 537, 107 S. Ct. 1940, 95 L. Ed. 2d 474 (1987). This case involved the application of the Unruh civil rights act (Cal. Civ. Code § 51 [West 1996]), a California statute that prohibits gender discrimination by all "business establishments," to Rotary clubs. The Rotary is a major national and international service club. The Supreme Court held that application of the act to require the Rotary to admit women as members did not violate the club's First Amendment right to intimate or expressive association. The Court pointed out that Rotary chapters range in size from 20 to more than nine hundred members, the organization has a high dropout rate, and many club activities are carried out in the presence of visitors. In finding that application of the Unruh Act would not interfere significantly with the Rotary's right to expressive association, the Court stated, "Indeed, by opening membership to leading business and professional women in the community, Rotary Clubs are likely to obtain a more representative cross section of community leaders with a broadened capacity for service."
New York Clubs In 1988, in New York State Club Ass'n v. City of New York, 487 U.S. 1, 108 S. Ct. 2225, 101 L. Ed. 2d 1 (1988), an association of 125 private clubs challenged the constitutionality of a New York City public accommodations ordinance that prevents discrimination. The ordinance, Local Law No. 63 of 1984, exempts clubs that are "distinctly private" in nature, specifically excluding from that status any club that has more than four hundred members, serves meals on a regular basis, and receives payments directly or indirectly from nonmembers in the pursuit of business. The Court rejected the clubs' challenge to the ordinance, finding that the law could be validly applied.
In this case, the Court went beyond its decisions in Roberts and Rotary by approving a statutory presumption that large clubs that serve food and receive payments from nonmembers are not entitled to First Amendment protection. The Court emphasized the fact that significant commerce occurs at most of the clubs and that "business deals are often made and personal contacts valuable for business purposes, employment and professional advancement are formed." Such characteristics, according to the Court, are significant in determining the nonprivate nature of clubs. The law upheld by the Court in this case narrowed the definition of a private club in order to remedy a situation deemed inappropriate by a legislative body.
Boy Scouts of America The Supreme Court clarified its position on the reach of civil rights laws in Boys Scouts of America v. Dale, 530 U.S. 640, 120 S.Ct. 2446, 147 L.Ed.2d 554 (2000). The Court, in a 5–4 decision, held that forcing the Boy Scouts of America (BSA) to accept gay troop leaders would violate its rights of free expression and free association under the First Amendment. The BSA is a private association and therefore was not subject to state and federal public accommodation laws.
The Supreme Court tied this ruling to its previous decision in Hurley v. Irish-American Gay, Lesbian and Bisexual Group of Boston, 515 U.S. 557, 115 S.Ct. 2338, 132 L.Ed.2d 487 (1995). In Hurley, the Court ruled that the sponsor of Boston's St. Patrick's Day parade could not be forced to let a group of gays and lesbians participate. The Court held that parades are a form of expression and that the sponsors could not be forced to include "a group imparting a message the organizers do not wish to convey."
Despite the fact that private clubs may be exempt from civil rights laws, they are still subject to the power of public opinion. In 2002, the National Council of Women's Organizations (NCWO), which has approximately six million members from over one hundred groups, announced that it would seek the admittance of women members to the Augusta National Golf Club in Augusta, Georgia. The club, with a membership of three hundred, is the home of the prestigious Masters Golf Tournament. When NCWO stated that it would contact television sponsors of the Masters to seek their help in applying pressure, the club announced it would forgo advertising revenue for the 2003 tournament. The controversy generated friction within the membership, with some members urging the admittance of women and some resigning in protest at the club's actions in dealing with the demands of NCWO. The NCWO pressed the CBS network not to televise the 2003 tournament but was rebuffed by the network. However, many corporations declined to sponsor the tournament, a sure indication that the NCWO campaign had some success.
Cokorinos, Lee. 2003. The Assault on Diversity: An Organized Challenge to Racial and Gender Justice. New York: Rowman & Littlefield.
Koppen, Margaret E. 1993. "The Private Club Exemption from Civil Rights Legislation—Sanctioned Discrimination or Justified Protection of Right to Associate?" Pepperdine Law Review 20.
Lauren, Paul Gordon. 1996. Power and Prejudice: The Politics and Diplomacy of Racial Discrimination. 2d ed. New York: Westview.
Sawyer, Thomas. 1993. "Private Golf Clubs: Freedom of Expression and the Right to Privacy." Marquette Sports Law Journal 3 (spring).
Worth, Diane S., and Nancy M. Landis. 1991. "Does Membership Have Its Privileges? The Limits on Permissible Discrimination in Private Clubs." Journal of the Kansas Bar Association 60 (June–July).