Burlingame v. Giss
Docket: 5-4032
Court: Supreme Court of Arkansas; November 14, 1966; Arkansas; State Supreme Court
The appeal arises from a prior decision in Giss v. Apple regarding the Riverdale Country Club's proposal to exchange approximately 250 acres of land and facilities with Pleasant Valley. Pleasant Valley offered to provide substantial financial support for improvements at Riverdale, including a clubhouse and sports facilities, and to assist in paying off Riverdale’s existing mortgage. In return, Riverdale would transfer its assets to Pleasant Valley and change its name. A majority of Riverdale's members initially voted in favor of this proposal. However, two members obtained an injunction against the proposed exchange, arguing that the club lacked the authority to proceed without proper member authorization. The lower court agreed, ruling that the vote did not sufficiently empower the board to execute the agreement. In Giss v. Apple, the court held that the club had the authority to make the exchange, as it could establish its own governance and regulations, but had failed to do so adequately. The court confirmed that a majority of voting members could authorize the board to enter into the agreement, but less than a majority could not. Following this ruling, Riverdale held additional meetings in June 1965, where members voted to amend the constitution, allowing the board to proceed with the exchange upon majority approval. The amendments passed with significant support. The court found no error in the chancery court's ruling that the Riverdale Country Club was authorized to amend its constitution and proceed with the exchange, dismissing the petition for injunction with prejudice. The decision from the Giss case was deemed conclusive for this matter, and the court affirmed the lower court's decree. Judges Ward, Cobb, and Amsler did not participate in the decision.