What Is the Legal Definition of a Club ?

The court was asked to decide whether the federally chartered, tax exempt credit union was a "private membership club" under Title VII. the court duly began by trying to fit the ordinary meaning of the phrase to its statutory context:

The sole issue presented for review is whether the district court erred in granting summary judgment for the University Federal Credit Union holding that the credit union was not an employer within the language of section 701(b)(2) of Title VII.

The proposition which guides our analysis of this question is that "Title VII of the Civil Rights Act of 1964 is to be accorded a liberal construction in order to carry out the purposes of Congress to eliminate the inconvenience, unfairness and humiliation of racial discrimination." Parham v. Southwestern Bell Telephone Co., 433 F.2d 421, 425 (8th Cir. 1970). Accord, Rogers v. EEOC, 454 F.2d 234 (5th Cir. 1971), cert. denied, 406 U.S. 957, 92 S. Ct. 2058, 32 L. Ed. 2d 343 (1972).

The statute's definition of "employer" is entitled to similar liberal construction. Baker v. Stuart Broadcasting Co., 560 F.2d 389 (8th Cir. 1977).

Webster's Third International Dictionary of the English Language offers the following definition at page 430:

club--an association of persons for social and recreational purposes or for the promotion of some common object (as literature, science, political activity) usually jointly supported and meeting periodically, membership in social clubs usually being conferred by ballot and carrying the privilege of use of the club property.

The common understanding of the term "club" is reinforced by Webster's definition.

The adjectives "bona fide", "private" and "membership", included in the statute serve to indicate the more limited type of club sought to be exempted by the narrow exception in the statute.

These modifiers suggest that, in order to be exempt from coverage by Title VII, an association of persons for social or recreational purposes or for the promotion of some common literary, scientific or political objective must also be legitimate (as opposed to sham), private (as opposed to public) and must require some meaningful conditions of limited membership. 617 F.2d at 130-131

In holding that the credit union was not entitled to the private club exemption, the Fifth Circuit emphasized the credit union's narrowly mercantile purpose. the court likened the credit union to automobile clubs that had been found non-exempt under Title VII in other cases.

The members of such associations, the court noted, did not commingle or seek from their associations a social outlet and were not selected for membership on that basis.

Rather, they had banded together, in the court's words, almost solely for the purpose of achieving a sort of volume discount in the acquisition of certain services.

Although this was a legitimate purpose, although the credit union was indeed tax exempt, and although the credit union's membership was plainly limited in the sense of being offered only to the occupants of certain jobs, these factors did not overcome, the court ruled, the absence of social intercourse from the credit union's purposes and practices.

Such intercourse, the court suggested, is at the heart of what is ordinarily understood as a private club and is one of the few interests fundamental enough to justify an exception from Congress's otherwise clear intention to eradicate invidious discrimination.

A similar focus on sociality has informed the cases construing the slightly different private club exemption in Title II of the Civil Rights Act. 42 U.S.C. § 2000a(e).

Title II forbids invidious discrimination in places of public accommodation, resort, or amusement. Cf. KRS 344.120. Rotary clubs, Jaycees, Kiwanis clubs, Little League, Boys Clubs, and the Boy Scouts, among others, have all sought exemption from Title II or state-law counterparts on the ground that they are distinctly private membership associations and not public accommodations.

In making this distinction courts have looked closely at, among other things, the extent to which the association's purposes and practices are sociable as opposed to commercial or business related.

See Board of Directors of Rotary International v. Rotary Club, 481 U.S. 537, 95 L. Ed. 2d 474, 107 S. Ct. 1940 (1987) (membership association's other purposes sufficiently over shadowed by its business purposes to make it subject, within the United States Constitution, to state public accommodations statute); Roberts v. United States Jaycees, 468 U.S. 609, 82 L. Ed. 2d 462, 104 S. Ct. 3244 (1984) (same); Welsh v. Boy Scouts of America, 993 F.2d 1267 (7th Cir. 1993) (membership association's purposes primarily sociable and so not subject to state public accommodations statute); Kiwanis International v. Ridgewood, 806 F.2d 468 (3rd Cir. 1986) (same).

Similarly, in Fesel v. Masonic Home of Delaware, Inc., 428 F. Supp. 573 (D.Del. 1977), the Court ruled that a nursing home affiliated with a masonic lodge was not a club and so was not exempt from Title VII.

Although its "membership" (i.e. its residents) was strictly limited to Masons and their spouses, the home principally provided housing and health-care services, not the sort of sociability ordinarily associated with a private club. See also Mills v. Fox, 421 F. Supp. 519 (E. D. N.Y. 1976) (nursing home not entitled to exemption because is did not resemble what is ordinarily understood as a private club). and in Willson v. Association of Graduates of the United States Military Academy, Westpoint, 946 F. Supp. 294 (S.D. N.Y. 1996), the court rejected a summary judgment motion by an alumni association facing discrimination charges because the association's claim that it was entitled to the private club exemption had been countered by plausible allegations that the association was a mere fund-raising organ and not a bona fide club whose primary purposes included social intercourse.

Sociability was also a crucial factor in Equal Employment Opportunity Commission v. the Chicago Club, 86 F.3d 1423 (7th Cir. 1996).

In that case, the EEOC sought to compel one of Chicago's historic clubs to comply with Title VII's record-keeping and reporting requirements. Against the club's assertion of the exemption, the EEOC noted that the association's membership is fairly large, (in excess of 1200), and through a liberal guest policy, club facilities are available to a substantial portion of the public. These facts, the EEOC asserted, belied the club's claim to be private.

The court strongly disagreed. It regarded the appellee's practices and purposes--its providing for its members, as one of its principal functions, dining facilities and meeting spaces; its limiting new memberships to existing members' acquaintances who are nominated and elected by existing members; and its extending guest privileges only to those properly sponsored by a member--as plainly geared toward private social intercourse. Indeed, the court chided the EEOC for seeking "to change the rules of the game so as to facilitate [its] implementation of its ambitious agenda for oversight of private clubs under Title VII." 86 F.3d at 1433.

In upholding the Chicago Club's claimed exemption from Title VII, the Seventh Circuit recognized the factors potentially indicative of that status quoted above from Quijano and cited these factors from an EEOC policy statement:

(1) the extent to which it limits its facilities and services to club members and their guests;

(2) the extent to which and/or the manner in which it is controlled or owned by its membership; and

(3) whether, and, if so, to what extent and in what manner it publicly advertises to solicit members or to promote the use of its facilities or services by the general public.

Id. by all these standards, the court believed, the Chicago Club is private. the EEOC conceded the second and third factors: the club was completely owned and controlled by its members, and it did not solicit either members or guests by public advertisement. As for the first factor, size alone, the court stated, does not determine an association's status. Rather, the court opined,

selective membership practices are the essence of private clubs. Decisions concerning a club's membership expansion are to individual members significant as their own decisions to join the club.

One presumably affiliates with a private club because of the community of interests or agendas shared by the membership. the integrity of those common interests or agendas has much at stake in the membership selection process, and membership participation in the selection of new members is a crucial attribute of a private club. by participating in the selection process, members guarantee that the interests they share with other members will continue to bind the membership in the future. 86 F.3d at 1436.

The Seventh Circuit concluded that the Chicago Club satisfied this selective membership requirement. "The undisputed facts suggest that the members of the Club exercise complete autonomy in the selection process." Id. This discussion by the Court in Chicago Club, concerning "selective membership" seems to us again to be based on the fundamental interest people have in intimate social contact. a "private club" is one that limits its membership to further such social intercourse.