Judicial Court on January 27, 1923, and afterwards amended, by five members of, and holders in good standing of beneficiary certificates of the defendant, three of whom were of the age of sixty years, one of sixty-five years and one of seventy years, who alleged that they brought the suit "for themselves and on behalf of such other creditors of or persons financially interested in the defendant corporation who" might join therein.

The prayers of the bill were that the defendant be enjoined from cancelling or altering its several contracts of insurance with the several plaintiffs or with the other holders of insurance certificates who have paid and who continue to pay the premiums as established under contract with the defendant corporation in the year 1913; from issuing any cash surrender value or paid-up life insurance policies or certificates, and from reducing the principal amount payable under its outstanding certificates held by the plaintiffs, as well as by other certificate holders, which it had contracted to pay to their beneficiaries upon their death, or from otherwise avoiding or cancelling its contracts of insurance with them theretofore made and in force; from transferring, concealing, expending, encumbering, removing from this Commonwealth, or parting with the possession of or title to any of the moneys, stocks, bonds, securities, properties, or assets of the defendant corporation, and from incurring or contracting any further indebtedness or otherwise depleting the assets of the defendant corporation; also for the appointment of a receiver, a determination of the several amounts paid into the defendant corporation as premiums upon the life insurance by the several certificate holders and of the indebtedness of the defendant corporation to each of said certificate holders and to each and every creditor of said corporation, and that the assets of the defendant be distributed ratably among the several certificate holders and other creditors in such way and manner as might be just and equitable; or, in the alternative, if it should appear that the defendant might properly continue to do an insurance business, that the rights and obligations of the several plaintiffs and of the defendant with respect to contracts of insurance upon the lives of the several plaintiffs might be determined and that such orders and decrees might be made in the premises as would preserve the right of the plaintiffs, permit them to pay such premiums as may be lawful

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and proper, and to continue their insurance in force under such conditions and restrictions as will best prevent loss. And, further in the alternative, “that the by-laws adopted by the defendant in October, 1922, be decreed void and of no effect and that the defendant be enjoined from enforcing or attempting to enforce the provisions of said by-laws or any of them against the plaintiffs.' The suit was heard by Pierce, J., who filed a statement of facts found by him, which closed with a finding that the plaintiffs already had placed before the insurance commissioner of Massachusetts the facts set forth in his findings, and also the charges and complaints contained in the bill in this case, and that the insurance commissioner had refused to take any action in the premises. Other material facts are described in the opinion. By order of the single justice, the suit was reserved for determination by the full court.

C. W. Rowley, for the plaintiffs.

M. Hayes & C. H. Waterman, for the defendant.

RUGG, C.J. This is a suit in equity. The plaintiffs, who bring this suit in behalf of themselves and others having similar interests, are members of the defendant and holders in good standing of beneficiary certificates issued by the defendant many years ago. They seek to restrain the defendant from putting into operation certain recently adopted amendments to its by-laws, and pray for the appointment of a receiver and for general relief.

The defendant is a fraternal benefit society incorporated in 1883. under the laws of this Commonwealth and since then engaged with its members in the fraternal insurance business under the lodge system with a representative form of government in accordance with the organization and undertakings described now in G. L. c. 176.

The case comes to this court for determination by reservation upon the bill and answer and findings of fact. The essential facts are that the defendant corporation is formed for the purpose of uniting in social and fraternal association all acceptable men, including also women since 1917, of sound bodily health and good moral character, promoting benevolence, charity and morality, aiding members disabled by accident or sickness, their families and dependents, and assisting widows, orphans, relatives and other dependents of deceased members. All applications for

membership have contained the agreement to make punctual payment of all dues and assessments for which a member may become liable and to conform in every respect to the laws, rules and usages of the order "now in force or which may hereafter be adopted." The certificates of membership, while differing somewhat in form before and since 1904, contain a promise by the defendant to pay a specified amount, usually either $1,000 or $2,000, upon the express condition that the certificate holder while a member of the order shall comply with all its laws, rules and requirements. The defendant adopted by-laws, which have been changed from time to time and which always have contained appropriate provisions for alteration and amendment at any legal meeting of the corporation by a majority of the members. No certificate contains any stipulation limiting the amount of the assessment which may be levied upon the member. The assessment originally was by by-law limited to $1 for each member upon each death of a member. In 1901 the by-law was changed, increasing the amount of the assessment so as to provide for a beneficiary fund and for classified assessments based upon the ages of members, the assessment increasing with every advance of five years in age, until fifty, when the maximum was reached. Experience demonstrated that assessments thus required were insufficient to pay the accruing death claims, and in 1913 it was apparent that the defendant could not continue business without greatly increasing its assessments. A new by-law then was. adopted increasing the rates to a specified monthly amount based on the age of each member at that time, which was expected, and which was stated in a notice sent by the defendant in that year to each member, to remain the same throughout life. In 1917 these rates were increased by ten per cent as a war measure and in 1918 this increase was made permanent, all by appropriate by-laws. Although the defendant always has continued and is still "legally solvent" under G. L. c. 176, § 39, its percentage of solvency shown by the valuation required by the statutes slowly but steadily decreased from seventy-two and seven tenths per cent in 1913 to fifty-seven and thirty-two hundredths per cent in 1921. The financial results of the operations of the defendant subsequent to the adoption of the 1913 amendment were a surplus for each year up to and including 1916, but a deficit for each succeeding

year, although its cash reserves on December 31, 1922, amounted to approximately $600,000. The total membership of the order is now about twenty-two thousand. Since its organization it has collected and disbursed for payment of death claims something in excess of $28,000,000. In 1922 assessments received by it were about $930,000, and its death benefits paid or accrued about $986,000. At the annual convention of the order in 1922 a report was submitted recommending the adoption of a new schedule of assessments. That plan was not adopted, but a special committee was appointed to prepare another plan to be submitted at a session of the Grand Lodge to be held in October, 1922. Actuaries were employed and a report presented apparently based upon careful study and investigation. The plan presented by the special committee was adopted and the by-laws amended so as to carry out the recommendations of the actuaries and the committee. These by-laws, with respect to every member of the order, provided alternative options beginning with January 1, 1923, (1) for monthly payments in advance of a specified amount determined by a so called "Table of Whole Life Monthly Rates" based on age at birthday nearest to January 1, 1923, whereby the amount of the original certificate shall be maintained and payment thereof assured according to its terms; (2) for continued payment of the pre-existing rate of assessment with reduction in the amount of benefit to be paid; (3) for paid-up certificates; (4) for twenty payment life certificates; (5) for extended protection without payment of mortuary assessments, or (6) for cash surrender value certificates. There may be other options and benefits, but they need not be set forth. Since November, 1922, the defendant has entered into contracts with new members and with some old members and is about to issue certificates. pursuant thereto, all in accordance with the new or 1922 by-laws. The assessments established by the "Table of Whole Life Monthly Rates" of the 1922 by-laws are in excess of those hitherto charged and for the members advanced in years are very much greater. While the new by-law makes provision for the payment of less than the amounts of the original certificates and affords several options modifying the payment of that amount, yet it is plain that the right to the payment of the full amount specified in each original certificate is fully preserved to each member who chooses

to pay the annual assessment required to accomplish that result. It is left wholly to the deliberate preference of the certificate holder whether he will accept any of the options which will reduce the amount to be paid under the terms of the original certificate. There is no compulsion. It is entirely a matter of election with the member. Each member still has assurance that there will be paid the full amount named in his certificate provided he continues to pay the assessments necessary to that end under the 1922 by-law.

The letter sent to the members in explanation of the 1922 bylaw and the various options thereby afforded could not and did not purport to affect its terms. It clearly and truthfully states the new mortuary rate requisite for the continuance of each $1,000 of insurance afforded by the original certificate. While the return of the old certificate is requested, this is not stated to be a condition of further insurance. The rights of the certificate holders were in no way affected by the letter.

Manifestly we cannot pronounce the "Table of Whole Life Monthly Rates" unreasonable or arbitrary. The amounts may seem large, but they have been declared necessary and reasonable by the actuaries employed, by the special committee and by the order itself. No evidence is set forth to show that they are not essential in order justly to produce the requisite amounts to meet the actual cost of the insurance.

It seems plain on the record that this corporation, having in charge pecuniary interests of great importance to thousands of families, had been conducting its business upon unsound financial and insurance principles which if continued without change would lead to disaster. This defendant is a mutual corporation organized for the general benefit of all its members and not conducted for its private gain and business profit. Each of the plaintiffs agreed, as a condition of becoming a member of the defendant corporation, that he would be bound by and comply with all the by-laws of the defendant then in force or thereafter to be adopted. The beneficiary certificate, on which each rests his rights, contained the promise to pay the specified sum upon the express condition that the certificate holder should in every particular while a member conform to all the by-laws and requirements of the order. All the certificates are silent as to the assessments to be paid. The