Forrest, J. Baker and Agid, JJ., concur.
The Garveys and their children appeal the trial court's summary judgment in favor of the Seattle Tennis Club (STC) following their expulsion, arguing that there is an issue of material fact as to whether the STC breached its bylaws in expelling the Garveys. We affirm.
The Seattle Tennis Club (STC) purported to expel the Garveys by a majority vote at a regular board meeting held on July 23, 1980. The Garveys had no notice of the meeting and did not attend. On July 26, 1980, Hoge Sullivan, president of the club, informed Mr. Garvey by phone that the board had decided to expel him and his family, and that the expulsion would be effective upon receipt of a forthcoming letter. The letter sent by the club stated that the
Board of Trustees has elected to expel you as members of the Seattle Tennis Club.
This action is a result of your unbecoming conduct upon the premises of the Club on Tuesday, July 15, 1980.
In accordance with the By-laws, Article II, Section 1, a hearing with the Board of Trustees has been scheduled for Monday, August 4, 1980, at 5:30 p.m.
The August 4 hearing was rescheduled to August 6, 1980.
Article 2, section 1 of the STC bylaws states that
Any member of the Club who is guilty of unbecoming conduct upon the premises, or of a violation of any of these By-laws, or of conduct which disturbs the harmony or impairs the good name or prosperity of the Club, may, after hearing, if desired by the member charged, be reprimanded, suspended, or expelled from the Club by a two-thirds vote of the entire Board of Trustees.
At the special meeting on August 6, 1980, counsel for the Garveys protested the July 23 expulsion as lacking notice and as being carried out by a majority vote, rather than the required two-thirds vote. The Garveys also requested a "significant" delay in the hearing. The board offered a 10-day extension, which the Garveys did not accept. By letter, the STC then offered to postpone the hearing to the August 28 board meeting.
The board met on August 28, 1980, after notice was given to the Garveys and their counsel. The Garveys chose not to attend the meeting. The board reviewed the Garveys' misconduct on the club's premises and considered a settlement offer that the Garveys had made. By secret ballot, the board members then present (8 out of 9) voted unanimously in favor of expulsion. Amended minutes from the July 23, 1980, meeting were approved, stating that on July 23 the board elected "to initiate the procedure specified in the By-laws if [the Garveys] chose not to resign and requested a hearing."*fn1
The Garveys filed suit in 1983, alleging that the club breached its bylaws in attempting to expel the Garveys by a majority vote on July 23, 1980, without notice or a hearing as required under the bylaws. The suit named the STC and members of the board as defendants. On March 4, 1985, partial summary judgment was granted in favor of the members of the board, dismissing all claims against the individual defendants and awarding them costs and fees. However, summary judgment was denied at that time with regard to the claim against the club because, the court said, there was a material issue of fact as to
whether the plaintiffs were actually expelled on the July 23, 1980 Board of Trustees meeting and events thereafter were cosmetic, perfunctory and in effect an attempt to ratify a decision already made, if ...