VIRGINIA HIGH SCHOOL
J.J. KELLY HIGH SCHOOL
October 31, 1997
Record No. 970053
VIRGINIA HIGH SCHOOL LEAGUE, INC.
J.J. KELLY HIGH SCHOOL
OPINION BY SENIOR JUSTICE HENRY H. WHITING
FROM THE CIRCUIT COURT OF WISE COUNTY
Willis A. Woods, Judge Designate
Present: Carrico, C.J., Compton, Lacy, Hassell, Keenan, JJ.,
and Stephenson and Whiting, Senior Justices
In this appeal, we apply corporate bylaws to resolve an issue
between a nonstock corporation and one of its members.
J.J. Kelly High School (Kelly) is a member of the Virginia
High School League, Inc. (the League), a nonstock corporation
organized to "foster among the public high schools of
Virginia a broad program of supervised competitions and desirable
school activities as an aid in the total education of
students." The principals of the over 280-member high
schools and 14 other persons comprise the members of the
Legislative Council in which the "general legislative powers
of the League" are vested.
Classifying high schools into three groups based on student
membership in each school, bylaw ?? 11-1-1 and 11-2-1
define student membership for "classification purposes only
. . . [as] original entries plus reentries minus
withdrawals in grades 10, 11 and 12." As applicable here,
bylaw ? 11-1-1 directs that classifications be made
"according to each school’s membership on September 30 of
the immediately preceding odd-numbered year." Under bylaw
? 11-2-1, the group classifications are based on the
following student memberships in the various high schools: (1)
Group A, 500 or fewer students; (2) Group AA, from 501 to l,000
students; and (3) Group AAA, 1001 or more students.
Under bylaw ? 21-1-1, each group is divided into
districts within the State and the various schools are assigned
to districts within their group classification. Bylaw
? 21-2-1 provides that districts are established by group
boards upon approval of (1) redistricting study committee
recommendations or (2) requests from several schools within the
same general area of the State for their inclusion in a new
district. However, pursuant to bylaw ? 21-2-3, districts
may also be established "by a Redistricting and
Reclassification Committee appointed by the League Chairman on
authority of the Legislative Council. The plan of redistricting
and reclassification proposed by the committee, when approved by
the Executive Committee, . . . shall be final."
In March 1995, the Legislative Council resolved "to
appoint a Redistricting and Reclassification Committee in
accordance with 21-2-3 of the Handbook to gather data from
schools, develop a plan of redistricting and reclassification of
[all schools and all classes] and submit the plan to the
Executive Committee for final approval at the September [30,
1995] meeting." The committee was appointed, collected data
from the schools, and, on July 29, 1995, submitted tentative
redistricting and reclassification plans to its member school
principals which, under bylaw ? 11-1-1, would become
effective in 1996. However, instead of calculating school
membership by using the September 30, 1995, attendance figures of
tenth through twelfth graders, the committee used figures from
March 31, 1995, of students in the ninth through eleventh grades.
The figures in these plans showed Kelly as having a membership of
512 students, thus removing it from Group A classification and
placing it in Group AA and, therefore, in a different district.
Kelly asserts that even though its protests against
reclassification to the redistricting committee and the executive
committee were unavailing, a correct application of the method
prescribed by the bylaws would demonstrate that its student
membership was less than 501 persons. Consequently, Kelly filed
this suit to enjoin the League from executing its plan to change
Kelly’s group status from Group A to Group AA and to transfer
Kelly from its former Lonesome Pine District of Group A to the
Highlands District of Group AA. After an ore tenus
hearing, the chancellor issued a written opinion in which he held
that the League had arbitrarily and capriciously violated its own
bylaws in reclassifying Kelly and directed counsel to prepare a
decree enjoining such reclassification.
Upon being advised that the parties had agreed to permit Kelly
to remain in Group A pending the League’s appeal of the court’s
judgment, the chancellor entered a decree directing the parties
to comply with that agreement pending the appeal to this Court.
We awarded an appeal to the League.
The League contends that bylaw ? 21-2-3 is "an
alternative means to redistrict and reclassify already in the
bylaws." It also argues that because the Redistricting and
Reclassification Committee report had to be submitted at the
Executive Committee’s September 30 meeting, it would have been
impossible to include school membership figures from that same
day as required by bylaw ? 11-2-1. Accordingly, the League
asserts that the committee’s decision to use the March 31 figures
for ninth through eleventh grade students was a reasonable
construction of its rules.
Kelly responds that the language of the bylaw sections in
controversy is unambiguous and that we should give effect to the
plain meaning of that language. We agree with Kelly.
Ordinarily, nonstock corporations and their members are
controlled by the corporate bylaws. See Code
? 13.1-823(B); Blue Ridge Property Owners Ass’n v.
Miller, 216 Va. 611, 615, 221 S.E.2d 163, 166 (1976); cf.
Knights of Columbus v. Burroughs’ Beneficiary, 107 Va.
671, 680, 60 S.E. 40, 43 (1908) (member of mutual benefit society
bound by its bylaws). And, courts apply the bylaws in resolving
disputes between those parties. See, e.g., Blue Ridge
Property Owners Ass’n, 216 Va. at 615, 221 S.E.2d at 166.
Moreover, "[t]he rules used to interpret statutes,
contracts, and other written instruments are applicable when
construing corporate bylaws." 8 William M. Fletcher,
Fletcher Cyclopedia of the Law of Private Corporations
? 4195 (perm. ed. rev. vol. 1992). Hence, courts will not
attempt to look beyond the language of bylaws written in
unambiguous terms. Id.; cf. Seoane v. Drug
Emporium, Inc., 249 Va. 469, 475, 457 S.E.2d 93, 96 (1995)
("[I]f such contractual language is unambiguous,
. . . we do not apply rules of construction or
interpretation; we simply give the language its plain
meaning"); Brown v. Lukhard, 229 Va. 316, 321, 330
S.E.2d 84, 87 (1985) ("If [statutory] language is clear and
unambiguous, there is no need for construction by the court; the
plain meaning and intent of the enactment will be given
it"). Similarly, when bylaw language is unambiguous, we need
not defer to an interpretation of a corporation’s various boards
In this case there is no need to interpret or construe the
unambiguous language of bylaw ? 11-1-1 requiring the League
to classify schools based upon student membership in "grades
10, 11, and 12" as of "September 30 of the immediately
preceding odd-numbered year." This language tells the League
exactly how the student membership of each member high school
must be determined in classifying a particular school. Nor does
any language in bylaw ? 21-2-3 conflict with this
requirement, as suggested by the League. Although empowering the
Redistricting and Reclassification Committee to reclassify
schools and establish districts, nothing in bylaw ? 21-2-3
suggests that the committee’s "means" of doing so can
be other than that plainly set forth in bylaw ? 11-1-1.
Hence, we cannot accept the League’s suggestion that the time
constraints imposed upon the Redistricting and Reclassification
Committee by the Executive Committee authorized either of the
committees or the League to use a different method for
determining student population. Such an authorization would, as
the chancellor indicated, effectively permit those committees to
amend the bylaws. Bylaw ? 25-4-1 vests the power of
amendment solely in the Legislative Council and sets forth
specific procedures for amendment, none of which was followed
Accordingly, we conclude that the League action was a
violation of its bylaws and is, therefore, invalid. For this
reason, we will affirm the trial court’s judgment and remand the
case for any further proceedings that may be necessary,
consistent with this opinion.
Affirmed and remanded.