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Aleman v. Carrillo

OPINION FILED APRIL 21, 1977.

JUAN ALEMAN, PLAINTIFF-APPELLANT,

v.

JOSEPH CARRILLO ET AL., DEFENDANTS-APPELLEES. — MEXICAN-AMERICAN SOCIETY OF FAIRMONT CITY, PLAINTIFF-APPELLANT,

v.

MEXICAN-AMERICAN CLUB, INC., DEFENDANT-APPELLEE.



APPEAL from the Circuit Court of St. Clair County; the Hon. ALVIN H. MAEYS, JR., Judge, presiding.

MR. JUSTICE GEORGE J. MORAN DELIVERED THE OPINION OF THE COURT:

Mr. JUSTICE GEORGE J. MORAN delivered the opinion of the court:

Plaintiffs appeal from a judgment of the circuit court of St. Clair County finding the issues in favor of the defendant in a case in which plaintiffs contested the validity of the dissolution of a not-for-profit corporation known as "Mexican-American Society of Fairmont City, Illinois."

Plaintiff Mexican-American Society of Fairmont City (herein referred to as the "Society") was incorporated in 1947 pursuant to the Illinois General Not-For-Profit Corporation Act (Ill. Rev. Stat. 1975, ch. 32, par. 163(a) et seq.). The purpose of the Society was to provide an organization to assist the Mexican-American community in a variety of ways, including but not limited to social, intellectual, and economic advancement.

The original Society consisted of 45 founding members who adopted a constitution and bylaws in accordance with section 163(a)(8) of the Not-for-Profit Corporation Act. The original constitution and bylaws were written in Spanish, and translated into English for the purposes of this lawsuit.

On May 13, 1968, the Society held its periodic meeting. A motion to reorganize the Society to a business corporation was adopted by 20 members attending the meeting. The motion stated:

"The May 13, 1968 meeting of the Mexican-American Society of Fairmont City passed a motion that the organization be made into a profit organization of shares for twenty members in good standing. Every member will be given an equal share. Listed below are the names of members who are to receive the shares."

The signatures of the 20 members follow, and the document was notarized by the accountant. A certificate of dissolution of the corporation was thereafter issued by the Secretary of State.

The Mexican-American Club, Inc., was then incorporated as the business corporation to succeed the Society. In accordance with the motion to reorganize, the 20 members whose signatures appear on the motion received equal shares in the corporation.

On August 10, 1972, the plaintiff Juan Aleman filed a suit, T.C. No. 72-2152, against Joseph Carillo, Jose M. Roque, Justino Martinez, Antonio Rangel, and Mexican-American Club, Inc., alleging that the individual defendants fraudulently and illegally dissolved a not-for-profit corporation known as "Sociedad Mexican American de Fairmont City, Illinois" and wrongfully converted it into a corporation for profit, namely, the defendant Mexican-American Club, Inc. Plaintiff's suit asked the court to hold that the individual defendants were illegally elected and that the incorporation of the defendant Mexican-American Club, Inc., be held illegal and void.

On June 13, 1974, the trial court, after hearing the evidence, made complete findings of fact and conclusions of law and rendered judgment in favor of the defendants and against the plaintiff.

Appellant Aleman in his brief filed in this court has not questioned the validity of the judgment against him, so the judgment in favor of the defendants and against plaintiff Aleman in the trial court in Cause No. 72-2152 must be affirmed.

On June 10, 1974, in a suit styled "Mexican-American Society of Fairmont City, Illinois, an Illinois Corporation v. Mexican-American Club, Inc., a corporation," trial court No. 74 — L — 892, the plaintiff claimed that it was a nonprofit organization first organized in August of 1941, that the defendant was a business corporation incorporated on June 10, 1968; that plaintiff was the owner in fee of certain premises.

Plaintiff further alleged that on June 10, 1968, the defendant wrongfully entered the above premises and has withheld and continues to withhold possession of said property from ...


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