SUPREME COURT OF NEW YORK, APPELLATE DIVISION, SECOND DEPARTMENT
July 8, 1968
ELIZABETH ARMSTRONG ET AL., APPELLANTS, AND DORIS GATES ET AL., INDIVIDUALLY AND AS MEMBERS OF THE NEW ROCHELLE GIRL SCOUT COUNCIL, INC., ET AL., RESPONDENTS,
WHITE PLAINS COUNCIL OF GIRL SCOUTS, INC., ET AL., APPELLANTS-RESPONDENTS
Brennan, Acting P. J., Hopkins, Benjamin, Munder and Martuscello, JJ., concur.
We are of the opinion that in accordance with the provisions of the Membership Corporations Law (§ 41), the by-laws of the New Rochelle Girl Scout Council, Inc., (arts. VI, VIII) provide by implication that only active members have the right to vote. We are further impressed by the fact that associate membership merely requires the payment of $1 annually. Therefore the failure to give notice of the meeting to associate members in connection with the proposed consolidation did not invalidate the action taken by the active members. To upset a consolidation which has already been confirmed by the courts requires a showing of prejudice to a valuable right. At bar, no such showing has been made. Furthermore, the several plaintiffs could have challenged the order approving the consolidation of the New Rochelle Girl Scout Council, Inc., into the Sackerah Path Girl Scout Council, Inc. (see Matter of Sackerah Path Girl Scout Council 50 Misc. 2d 883, supra) by moving to be relieved from the order pursuant to CPLR 5015. Having failed to do so, plaintiffs are now barred from relitigating issues which were or which could have been raised in the first action.
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