The present tendency, however, seems to be for English and American clubs to assimilate in character. In England the clubs have extended through all the' classes of the community, so that in many of them membership consists fully as much of business men as it does here. In the United States, on the other hand, the number of or half employed men is very much on the increase, so that the men who use clubs as places to live in have greatly increased in number. It is said, by those who are in a posi tion to know, that the sociability which has char acterized American clubs has extended to these societies in England and is on the increase among them.
Regarded from a legal point of view, a club may be incorporated or unincorporated ; but it is essential to its character as a club that it. shall not be instituted for trading purposes, and shall not carry on any occupation having gain for its object. Social clubs, as we know them, are of English origin and have usually been unincor porated, the earliest—such as White's, Brooks's, 'The Beefsteak,' and other celebrated resorts in London—being of the proprietary kind, one per son furnishing the club premises and all acces sories, in consideration of an entrance fee and fixed annual subscriptions, the members being mere licensees and not co-proprietors. This type of club still survives in England and has of late become quite common in convivial and sporting circles in New York, Chicago, San Francisco, and other large cities of the United States. Gam ing @bibs are usually conducted on this principle.
The more usual and familiar type of club at the present time, however, is the 'members' club,' in which the persons constituting the asso ciation are, by virtue of their membership. co owners of the property of the club and equally entitled to share in its privileges. The legal relation between the members is that of mutual contracting parties, the terms of the agreement creating their mutual rights and obligations being contained in the articles of association and in the rules and regulations adopted thereunder. These articles and rules also fix the powers and determine the authority of the governing board and other officers and committees of the club, each member being bound to submit to such authority by his express or implied assent to the rules and regular proceedings of the club. Every new member becomes a party to the con tract of association, whether he formally sub scribes to its articles or not, though it is usual to make such subscription.
The proceedings of social clubs have not often come before the courts for review, and when they have, it has usually been in connection with the exercise of the right of expulsion of an obnox ious or offending member. This is generally pro vided for and regulated by the rules of the club, and, in general, it may be said that any member who brings himself by his conduct within the condemnation of the rules may be expelled in the manner provided by them, or, in the absence of any express provision, by the vote of a major ity of its members. But the courts are not blind to the serious consequences of an expulsion, es pecially in the forfeiture of the property rights which it involves, and will see that the offending member has fair play. He is entitled to a hear
ing and to reasonable notice, whether the rules of the club provide for it or not. The governing committee is a quasi-judicial tribunal and must act as such. But if the proceedings have been regular and fairly conducted, the courts will usually make no further inquiry. They will not, under ordinary circumstances, undertake to con trol the discretion of the Association or its com mittee, or to determine what is and what is not proper conduct on the part of a member. Doubt less, however, if it appeared to the court that a member against whom proceedings have been taken was the victim of unreasonable prejudice or of a conspiracy, it might order his reinstate ment.
Generally speaking, the individual members of unincorporated clubs are not liable for the debts of the concern, unless they have authorized the transactions out of which such debts arose—a voluntary club not being a partnership and no agency being presumed; but the assent necessary to bind the members individually may be given by resolution under the rules. Of course, where no agency or ratification can be shown, the stew ard or house committee or other officer making or directing a purchase becomes personally liable upon the obligation incurred, the club, as such, haying no legal status. An incorporated club, however, like any other corporation, may sue and be sued in its corporate capacity; and its officers and members, so long as they have com plied with the law, are equally free from indi vidual liability for its debts. For this and other reasons it has become a common practice to in corporate clubs of this character. But incorpo ration does not involve the existence of a capital stock, in the ordinary sense of that term, nor of corporate shares, nor has a club-member usually a transferable interest. (For a remarkable ex ception to this rule, see STOCK EXCHANGE.) For the dissolution of an incorporated club, legal proceedings are necessary; but a vol untary, unincorporated association may be dis solved informally by mutual agreement of its members, and thereupon the property of the club is distributed equally among them.
Although a club is not a place of public enter tainment, i.e. neither a tavern nor a hotel, within the meaning of excise legislation, it may never theless be brought by statute under public regu lation. Of course, the proprietor of a 'propri etary club' is subject to the same laws as any other persons buying and selling intoxicating liquors. It has been held, however, that the fur nishing of wine, beer, etc., to a member of a Member's club' is not 'giving or selling' liquors within the excise laws. A club may also be a common gambling-house under the law if its members in considerable numbers habitually con gregate there for purposes of gaining. See Cog rOBAT1ON: JOINT STOCK ASSOCIATION; VOLUN TARY ASSOCIATION; and the authorities there referred to. See, also, Boys' CLUBS; GIRLS' CLUBS; WOMEN'S CLUBS; WORKING Al EN 'S CLUBS; WORKING WOMEN'S CLUBS. Consult also Wertheimer, Law Relating to Clubs (2d ed., London, 1SS9).