*62.* _Special Law, General Laws._—In most of the States there is a
special law under which congregations may be incorporated. New York is a
good example.(111) Where such law does not exist, the congregation may be
incorporated under the general laws. For business reasons each
congregation should be incorporated.(112)
*63.* _Officers, Discipline, Property._—When a church society incorporates
it becomes a private corporation, and the officers are bound to manage the
property in the most upright and careful manner according to the
discipline of the church.(113) When a parish incorporates, the title to
the parish property vests in the corporation, to which trustees may be
compelled to convey it.(114)
*64.* _Incorporation, Evidence._—The certificate of incorporation or
charter of a religious society or a certified copy thereof from the public
record, is the proper evidence thereof.(115) Secondary evidence and
evidence _aliunde_ may be competent in some forums.(116) In most States if
incorporation is alleged in the complaint, it need not be proved unless
denied by an affidavit or a verified answer.
*65.* _Congregation, Members._—The act of incorporation applies only to
the particular congregation petitioning for it and does not extend to
other churches, even though they are a subsequent growth within the same
territory.(117) Incorporation once established is presumed to
continue.(118) When a new religious society is formed and incorporated,
consisting of individuals from existing parishes, the members of the new
society from the time of its incorporation cease to be members of the
respective parishes to which they had belonged.(119)
*66.* _Temporal Affairs, Management._—A majority of a religious
corporation at a regularly called meeting may, by a vote taken, bind the
minority in all temporal affairs.(120) The character of membership in the
religious corporation may be very different from that of membership in the
church.(121) The fact that a member has been declared out of the church by
an ecclesiastical tribunal, may not affect his rights in the management of
the temporal concerns of the corporation.(122)
*67.* _Corporators, Change._—In isolated cases here and there it has been
held that a majority of the corporators of a religious society has the
right to change the form of church government, as from the Congregational
Church to an organization in connection with the Presbyterian Church.(123)
But it is a general rule that a majority of the congregation can act only
consistently with the particular and general laws of the church
organization, but not in violation of them.(124)
*68.* _Constitution, Subsequent Laws._—An ecclesiastical society formed
before the adoption of the state constitution is not by that constitution
and subsequent laws concerning religious societies divested of its legal
character.(125)
*69.* _Name, Change._—The name of an ecclesiastical corporation is
arbitrary and a change or alteration in its name does not affect its
identity.(126) A charter will not be granted to a church with a name so
like another church in the same State, that one may be taken for the
other.(127)
*70.* _Church, Regular._—In church organizations those who adhere to the
regular order of the church, legal and general, though a minority, are the
true congregation and constitute the corporation if incorporated.(128)
*71.* _Notice, Legal._—All the proceedings of a corporation, including
notice, must be in accordance with the constitution and by-laws, and no
business transacted contrary thereto is legal.(129)
*72.* _Control, Secede, Vested Rights._—The officers of a church
corporation have control of the business management for all civil
purposes, excepting as otherwise provided by the articles of organization,
charter, or by-laws of the corporation. However, the by-laws must not
contravene the laws of the State.(130) A charter was refused in
Pennsylvania which provided that the congregation might, by a majority
vote, dissolve or secede from the central body and divide the
property.(131) A charter of incorporation may be amended in harmony with
the principles, discipline, and objects of the church, but not
otherwise.(132) The fact that incorporation of a church confers certain
rights and privileges under the charter, such charter being accepted, does
not give the church corporation any vested rights.(133)
*73.* _Consolidation, Control, Dissolution._—So far as the State law is
concerned, two different denominations may form one corporation;(134) or
two or more congregations of the same organization may form one
corporation.(135) Where such consolidation is attempted, the new
organization must have control of all the property.(136) So long as
different congregations attempting to consolidate retain their respective
identities, they do not form a single corporation.(137) It is a general
rule that a corporation may be dissolved by taking the steps required by
law. As there are various statutory provisions in the different States,
each case had best be attended to by an attorney. In some States there is
a provision that where a corporation fails to carry out its functions for
a stated time, it thereby becomes dissolved. The omission of a parish for
one year to elect officers, does not necessarily operate as a dissolution
under such statute. In case of dissolution under a statute of that kind,
the property of the church is not forfeited to the State.(138)
*74.* _Debt, Limited._—The amount of debt which the trustees of a
religious society may be authorized to create, may be limited by its
constitution.(139)
*75.* _Conditions, Effect._—Where $1,000 was given defendants to erect and
maintain forever a Lutheran church and prohibiting the grantee from
alienating or disposing of or otherwise changing or encumbering the land
by deed, a mortgage given to secure a legitimate debt was held valid, as
the legal title was in the corporation and a court of equity could not
refuse to enforce the mortgage for the payment of an honest debt under
color of protecting a charitable use.(140) But property given a
congregation for the maintenance of a church that becomes dissolved,
reverts to the heirs as a resulting trust.(141) A corporation that has
been authorized to purchase land may execute a mortgage for the purchase
money or a part of it without further authority.(142) Where by an ancient
agreement a meeting-house was to remain in a particular place, a vote of
the congregation will not justify pulling it down, and an action of
trespass will lie for razing it and damages will be given for the value of
the building.(143)
*76.* _Suits, Parties._—When a church is incorporated, it should be sued
in its corporate name; but when the bishop of the Catholic church holds
the legal title to the land in litigation, he should be made a party.(144)
And if there are two sets of officers contending for control, service of
the papers upon the intruders may not be sufficient. The safer practice is
to serve upon both.(145) A suit by the trustees of a religious society to
restrain other parties claiming to be trustees from interfering in the
management and control of the society property, is properly brought in the
corporate name of the trustees and not in the name of the State.(146)
*77.* _Incorporation, Sufficient._—Where the articles of incorporation
were drawn and signed in the form required by law, excepting as to the
acknowledgment, and were recorded, and the corporation organized in good
faith, it became a _de facto_ corporation and was sufficient to entitle it
to sue to prevent certain members from perverting the use of its
property.(147)
*78.* _Dissolution, Fund._—The corporation of a congregation can not by
seceding and a majority vote dissolve the corporation where it is a part
of a superior body.(148) But the courts have plenary powers over
corporations under the United States jurisdiction, such as territories,
and may dissolve a corporation.(149) The fact that the dissolution is
contrary to, or authorized by church discipline, makes no difference as to
granting the dissolution, as such discipline can not supersede the state
law.(150) On dissolution of a religious corporation, the surplus fund
derived from a legacy should be disposed of in the manner the court
believes to be most in harmony with the will of the contributors to the
fund, could they have foreseen the event.(151)
*79.* _Reorganization._—A church corporation may reorganize and be
reinstated into all rights that it formerly had.(152) The steps to be
taken to reorganize are usually provided by statute and should be closely
followed. Upon the reorganization, the old corporation becomes
terminated.(153)
*80.* _Meetings, Majority, Quorum._—In corporate meetings, meetings of
boards, and meetings of committees duly called, a majority vote of those
present determines the action of the body. If the membership is
indefinite, those who attend such meeting constitute a quorum; but if the
membership is definite, it requires a majority of the voting members to
constitute a quorum, unless the law of the State or the constitution
(articles of organization) or by-laws provide a different number.(154)