CLUB

CLUB

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 man-
ner 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 associa-
tions 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 inter-
ests of the community, whether a club is incor-
porated 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 reg-
ulates 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, han-
dling of money or property, selection of mem-
bers, 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.

Liabilities
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 club-
house and is financed by membership dues is
financially responsible for injuries due to its
NEGLIGENCE. Similarly, a club, whether incorpo-
rated 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 acci-
dental 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 ASSOCI-
ATION. In attempting to determine whether an
organization genuinely deserves private club
status, courts have considered a number of fac-
tors, 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.”
Public Opinion
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.

FURTHER READINGS
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).

CROSS-REFERENCES
Gay and Lesbian Rights; Women’s Rights.