N. Y. Rep.] Opinion of the Court, per VANN, J. doubled. The benefits were specified and the rate was specified and can such a contract of insurance be so amended by the insurer, under a general power, as to take away from the insured without his consent an essential part of what he specifically contracted for? If the defendant had stated in the body of the certificate that it reserved the right to amend by increasing assessments and reducing benefits, the plaintiff would have had notice of what he might expect, but, in that event, it is doubtful whether he would have taken out the insurance, yet the defendant is forced to claim that the contract now has precisely the same meaning and effect as if it had been drawn in that form. The general reservation doubtless authorized the defendant to amend its by-laws so as to cover subjects not therein specifically provided for and even in other respects, which would not essentially impair the contract as made. But the subjects of assessments and benefits were specifically provided for, each being defined in express terms so that the member knew what he was bound to pay and what he was entitled to receive. After he had acted upon those specifications in the contract by paying at the rate provided thereby for seven years, the plan of insurance was changed from term to life, while the assessments were so advanced and the benefits so reduced as to make a new contract of much less value to him than the old. Much has been written in various jurisdictions upon the subject of amendments to by laws, but we shall confine our review to our own decisions, which we regard as conclusive in principle. They show determined and consistent progression. More than thirty years ago it was held by this court, in a carefully considered case, that, even when the power to amend is reserved by the charter of a business corporation, a by-law could not be repealed so as to impair rights which had been given and had become vested by virtue of such by-law. (Kent v. Quicksilver Mining Co., 78 N. Y. 159, 182.) In a later case, brought against the defendant now before. us, the act of self-destruction insured against according to the by-laws was held beyond the power of amendment, so as to Opinion of the Court, per VANN, J. [Vol. 196. provide that such an act should not be insured against. (Weber v. Supreme Tent of the Knights of Maccabees of the World, 172 N. Y. 490.) In Shipman v. Protected Home Circle (174 N. Y. 398, 404) there was no provision in the certificate or by-laws against death by suicide, but acting under a power reserved by express consent an amendment was adopted making the certificate void, in case the insured "died by suicide, felonious or otherwise, sane or insane." The court, speaking through Judge WERNER, said: "As the contract was silent upon the subject of self-destruction by the insured while insane, death from that cause was clearly within its terms. Upon the execution of the contract the insured, therefore, acquired a fixed and vested right to insurance covering that risk. No subsequent amendment of the by-laws could affect that right without the express assent of the insured." Citing the Weber case. In another case, against the present defendant, Judge CULLEN, speaking for all the judges but one, said: "A reference to the laws of the order informed the plaintiff at the time he joined the order of the character of the disability which entitled him to receive half the amount of the certificate, and there was no provision therein to the effect that the payment was not to be immediate but in annual installments. As said by Judge GRAY in Langan v. Supreme Council American Legion of Honor (174 N. Y. 266): 'It was beyond the power of the defendant to affect the obligation expressed in the certificate, without the consent of its holder. The constitution and laws of the defendant constitute a book of over ninety pages and the provision authorizing an amendment of the endowment laws is found not in the endowment laws, but in a brief section of the constitution." After reviewing certain cases he continued: "Under the doctrine of these cases we think that the obligations assumed by the defendant in its certificate of membership should not be impaired by provisions of the constitution and laws of the order to which the attention of the member might never be N. Y. Rep.] Opinion of the Court, per VANN, J. called, or, at least, they should not be cut down under the reservation of the power to amend. It is quite easy for fraternal organizations, such as the defendant, if they deem the provisions for benefits to their members tentative only and desire to have them subject to such modification as the business of the orders may require, to express that in the certificate. So, in the present case, if the certificate had provided that the payments therein specified should be subject to such modification as to amount, terms and conditions of pay. ment and contingencies in which the same were payable as the endowment laws of the order from time to time might provide, the amendments would be applicable to existing members. But I think that nothing less explicit than this appearing in the certificate itself should be effectual for such a purpose." (Beach v. Supreme Tent of the Knights of the Maccabees of the World, 177 N. Y. 100, 104.) We soon had the subject before us again in a case where the application contained a promise similar to that made by the plaintiff in this case "to conform in all respects to the by-laws, rules and regulations of the association now in force or which may hereafter be adopted;" and the charter provided for the payment to the beneficiary "of such sum as the by-laws of such association may from time to time prescribe." By an amendment of the by-laws an attempt was made to cut down the benefit specified in the certificate. Judge HAIGHT, who had dissented in the Beach case, wrote for all the judges and held that the case then in hand could. not be distinguished from that case. He said: "The opinion in that case received the approval of all of the members of this court except myself. I entertained the view that under the contract entered into in that case the right to amend the bylaws was reserved, and the certificate holder, or those for whose interest he procured the same, did not acquire an absolute vested right under existing by-laws, but that they were subject to the reasonable amendments that should thereafter be found necessary and proper. But a contrary view was adopted by my associates, and it, therefore, becomes my duty to submit to the Opinion of the Court, per VANN, J. [Vol. 196. views of the majority." After holding that the two cases were the same in principle, he continued: "It is true that there is a variation in the certificates. In the Maccabees case the certificate provided for payments to be made in case of total disability. In this case the certificate contains no provision of that character, but I am unable to see that this distinguishes the two cases in principle. In the Maccabees case the beneficiary would ultimately receive the full amount of his certificate. In this case the beneficiary gets only about onethird of the amount of the certificate. We think that the former case is controlling upon us. * *" (Evans v. Southern Tier Masonic Relief Association, 182 N. Y. 453, 456, 459.) * All these cases, among others, were cited and relied upon in Ayers v. Ancient Order of United Workmen (188 N. Y. 280). In that case power to amend was expressly reserved and an amendment provided that the certificate should become void if the insured should thereafter "enter into the business or occupation of selling, by retail, intoxicating liquor as a beverage." All the judges who sat united in holding the amendment void, in the absence of a reservation of the specific right to so amend the by-laws as to restrict the occupation or business of the insured, upon the ground that it violated a vested right. Among other things it was said: "An amendment of by-laws which form part of a contract is an amendment of the contract itself, and when such a power is reserved in general terms the parties do not mean, as the courts hold, that the contract is subject to change in any essential particular at the election of the one in whose favor the reservation is made. It would be not reasonable and hence not within their contemplation, at least in the absence of stipulations clearly specifying the subjects to be affected, that one party should have the right to make a radical change in the contract, or one that would reduce its pecuniary value to the other. A contract which authorizes one party to change it in any respect that he chooses would in effect be binding upon the other party only and would leave him at the mercy of the N. Y. Rep.] Opinion of the Court, per VANN, J. former, and we have said that human language is not strong enough to place a person in that situation. (Industrial & General Trust, Limited, v. Tod, 180 N. Y. 215, 225.) While the defendant may doubtless so amend its by-laws, for instance, as to make reasonable changes in the methods of administration, the manner of conducting its business and the like, no change can be made which will deprive a member of a substantial right conferred expressly or impliedly by the contract itself. That is beyond the power of the legislature as well as the association, for the obligation of every contract is protected from state interference by the Federal Constitution." (See, also, Parish v. New York Produce Exchange, 169 N. Y. 34; Langan v. Supreme Council American Legion of Honor, 174 N. Y. 266; Simons v. American Legion of Honor, 178 N. Y. 263; Dowdall v. Catholic Mutual Benefit Assn., 196 N. Y. 405.) These cases establish the rule that benefits cannot be reduced, or new conditions forfeiting the benefits added by an amendment of the by-laws, even when the general right to amend is expressly reserved. They are controlling, therefore, so far as all the amendments now in question are concerned, except that providing for an increase in the rate of assessments. Following the authorities cited we hold that the amendments which assume to cut down the benefits to which the plaintiff became entitled by his contract with the defendant, are void and of no effect. I am, personally, of the opinion that the amendment increasing the rate of assessment is also void, for I can see no difference in principle between reducing benefits and increasing the amount to be paid for benefits. The plaintiff entered into the contract on the faith of the promise by the association that he should "pay at the same rate thereafter so long as he remains continually in good standing in the order," which he had the right to assume and the defendant knew that he would assume, was a covenant not to increase the rate. The certificate states that "he is entitled to all the rights, benefits and privileges provided by the laws of the order, which are thus made a part |