Ferry

Appellants Phyllis C. Ferry and Charles H. Cutter (Plaintiffs) are members of respondent San Diego Museum of Art (Museum). They brought a declaratory relief action challenging the Museum’s amendment of its bylaws on June 27, 1980, terminating all voting rights of its members. Their amended complaint set forth various theories which they claimed entitled them to relief, which may be briefly described as follows: (1) Corporations Code section 5341 applied to the vote termination, and its requirements were not met; (2) the amendment procedure was so unfair and unreasonable as to be invalid; (3) the separate vote of life members voting as a class should have been allowed; (4) violations of sections 5610 and 5612 occurred pertaining to the way in which members’ spouses were allowed to vote.

After various preliminary skirmishes, Museum moved for summary judgment, and Plaintiffs opposed the motion and cross-moved for summary judgment in their favor. After hearing oral argument, Judge Levitt stated he would grant partial summary adjudication in Museum’s favor on Plaintiffs’ first two causes of action, but not on the third cause. He also indicated he thought the cross-motion had…