1. The general power of the legislature to alter, suspend or repeal the charter of any corporation, reserved by section 6 of the General Corporation act of 1846 and re-enacted as section 4 of the General Corporation act of 1896, gave it the power to provide by P.L. 1932 p. 17, amending P.L. 1898 p. 422, that domestic corporations organized under the latter act, might merge with associations having similar objects formed under the 1898 act or under the laws of another state.
2. Article IV, section 7, paragraph 4 of the state constitution, provides that no act shall be passed which shall provide that any existing law shall be made or deemed a part of the act unless the existing law be recited in such act. The Non-Pecuniary Corporation act of 1898 contains no reference to the General Corporation act of 1896, nor does the latter contain any reference to the latter. The provisions of the latter act applying to merger need not be considered in connection with non-pecuniary corporations. P.L. 1932 p. 17; amending the 1898 Non-Pecuniary Corporation act, confers legislative permission on the defendant New Jersey corporation to merge with a New York corporation having similar purposes.
3. The permission granted by the legislature under P.L. 1932 p. 17, to merge, should not be exercised by a non-pecuniary domestic corporation if it will impair the rights of its objecting members. In becoming members of the defendant corporation and accepting its insurance certificate, a reciprocal relation arose between complainants and defendant, on the one hand, and between complainants and their fellow members on the other hand. A contractual status arose whereby the parties were bound to deal with each other equitably and to refrain from any act which would impair their relationship.
4. In associating together under defendant's charter, defendant's members became bound in equity from combining together and, by a majority vote over the objection of a substantial minority, take advantage of permissive legislation to merge, if thereby a material change would result in the mutual enterprise and the contracts or status of the minority would be impaired.
5. Under the proposed merger with the New York association, defendant, a New Jersey association, with headquarters in this state, conducted under the supervision of the department of banking and insurance and subject to New Jersey laws as construed by New Jersey courts, would turn over all its assets, amounting to more than one million dollars, now impressed with a trust in complainants' favor, to be commingled with the assets of the foreign corporation. Complainants would be compelled to become members of the merged corporation and accept such protection for their present interests as the New York corporation and laws may give them, or in the alternative surrender their certificates for an amount less than their certificates assure will be paid at death if they continue membership with the defendant. Held, complainants' right to continue membership with defendant is a vested one and the proposed merger is inequitable as against them. Decree restraining merger advised.
PER CURIAM.
The judgment under review herein should be affirmed, for the reasons expressed in the opinion delivered by Vice-Chancellor Fielder, in the court below.
For affirmance — THE CHIEF-JUSTICE, HEHER, PERSKIE, HETFIELD, DEAR, WELLS, WOLFSKEIL, RAFFERTY, JJ. 8.
For reversal — LLOYD, CASE, BODINE, JJ. 3.