*153.* _Charter, By-Laws._—The articles of organization or the charter
which is the constitution of the corporation may provide who may be
officers of a religious society and limit their authority. The
constitution usually gives further authority to make by-laws which are
binding on the officers as well as on the members.(274)
*154.* _Unincorporated Church, Incorporated._—The officers of an
unincorporated church can only be elected by the members of the church,
unless there is some law of the State or rule of the church that provides
for appointing them. In an incorporated congregation, the charter and
by-laws of the corporation determine whether the officers shall be elected
or appointed.(275)
*155.* _Trustees, Control._—A statute passed in 1813 providing that a
certificate of incorporation by the bishop, vicar-general, pastor of the
church, and two others selected by them and their successors shall be a
body corporate, does not constitute the trustees the corporation in place
of the congregation so as to make the acts of a majority of the trustees
binding on the corporation in the absence of proof of other
authority.(276) Under the statutes of Louisiana providing for the
incorporation of congregations for the purpose of administration and
revenues, it was held that the corporation had full control and was
responsible to the congregation alone and could not be controled by the
clergy. The congregation had the right to elect others in the places of
those amoved by reason of their misuse or abuse of their powers.(277) And
in Massachusetts, under the law for incorporating Catholic parishes, no
one but the trustees have any power.(278)
*156.* _Membership, Office._—Where church membership is necessary to hold
office in the church corporation, it is a binding condition
precedent.(279) An officer who withdraws or is expelled from a religious
organization thereby terminates his office.(280)
*157.* _Certificate of Election._—A certificate of election of officers is
prima facie evidence thereof, but the truth may be shown _aliunde_ and a
wrong certificate may be cancelled by a judgment of a competent court on a
writ of _quo warranto_ or proceeding under a statute of the State. Also,
if the certificate does not conform to the law, it is insufficient.(281)
*158.* _Term, Successors, Contest._—Where there is no term of office
fixed, the presumption is that an officer continues as such until proof to
the contrary is established,(282) or until his successor shall have been
elected and shall have qualified.(283) Also, the officers elected for a
certain term can not be amoved by electing new officers before the end of
the term.(284) When officers or committees have been elected “for the
ensuing year,” they shall hold office until superseded by their duly
elected successors. Where two sets of officers were elected at a meeting
of a religious corporation and the set that was elected according to the
charter continued in office by appointment thereafter, it was too late for
the irregularly elected officers to make a contest for the offices after
the term for which they had been elected had expired.(285)
*159.* _By-Laws, Preside._—At an election of trustees under by-laws that
provide that certain officers shall preside, if there are no such officers
members may be selected to preside in their places.(286)
*160.* _Note, Overdraft, Interest._—The president and secretary of a
church corporation have no authority to make a promissory note unless
authorized by the board of trustees.(287) Neither has the treasurer
authority to make an overdraft on a bank with the action of the
trustees.(288) The trustees of a parish, however, may make a note binding
the congregation for the payment of the money used in building a
church.(289) But when the trustees have an interest in the transaction,
adverse to the congregation, they are disqualified from acting.(290) When
trustees had claims against the congregation which they included with
other claims that third parties had against the church, they could not put
them in a judgment note so as to get a lien upon the church property. When
officers do not bind the congregation, they usually bind themselves.(291)
The trustees of an unincorporated church can not bind it beyond the
expressed powers granted by the members.(292)
*161.* _Board, Control._—When the laws of the organization give control of
matters to the board of trustees, the majority of the members of the
church can not control the action of the trustees contrary to the usages
and regulations of the church.(293)
*162.* _Treasurer, Accepting a Draft._—A parish treasurer has no authority
under any condition to bind the corporation by accepting a draft in favor
of a third person. A treasurer elected for the purpose of receiving and
investing funds in his individual name, holds such funds as trustee for
the church and is subject as such trustee to a court of equity. Persons
claiming to be trustees of a church but never getting possession of their
offices or the property of the church, can not maintain an action against
other persons who are in possession and have been duly elected.(294)
*163.* _Note, Trustees._—A church will not be bound by a note which was
executed by two of its trustees and sent around to other trustees to sign
it, where there was no vote of the board of trustees at an authorized
meeting to borrow or to execute such note.(295) A meeting of a board must
be called as required by law or the by-laws of the organization, and in
the absence of any such all members must be notified a reasonable time
before the time fixed for holding the meeting. However, if all the
trustees are present and agree to hold a meeting it is valid; but it would
be well to put such consent in writing and have all the members sign
it.(296)
*164.* _Money, Powers._—The treasurer of a congregation has no right to
return to members moving out of the parish a part of the money paid for
the church by them.(297) Officers of a corporation have no powers only
those conferred upon them by the charter and by-laws of the corporation or
by a majority vote of a duly called meeting of the congregation.(298) When
the trustees of a church are authorized to execute contracts for the
church, they should act as a body or delegate the power to one of their
number or ratify the acts of one of their number.(299) The individual
disjointed action of trustees of a religious society, at various times and
places, although assented to by a majority, is not the action of the
board, and is not binding on the society. To make the action of the board
of trustees binding, they must duly meet and by a vote determine their
action.(300)
*165.* _De Facto Officers._—The acts of _de facto_ officers can not
usually be questioned in a collateral proceeding, such as to set aside a
conveyance, when the merits of the question do not involve the
election.(301) Being elected does not alone make a person a _de facto_
officer; but he must also be acting in the particular office to which he
claims to have been elected.(302) But one who has entered into a contract
with the officers of a congregation is estopped from denying their
authority to make such contract.(303)
*166.* _Trustees, Thanks, Charge._—Where trustees have taken care of funds
without charge, the only entry kept being a vote of thanks from time to
time, they could not afterward charge a commission on the moneys handled
by them for such services.(304)
*167.* _Discretion, Excommunication._—A court has no authority to control
the exercise of the judgment or discretion of the officers of a church in
the management of its funds so long as they do not violate its
constitution or by-laws.(305) Excommunication does not always remove an
officer of a church corporation.(306) The legal rights of a bishop in
regard to the temporalities of a church where they are not prescribed by
civil law, must rest, if at all, upon the ecclesiastical law, which must
be determined by evidence.(307)
*168.* _Key, Possession, Right._—Having the key of a church, is prima
facie evidence of possession, but the right of possession is a matter of
proof.(308)
*169.* _Church, Bishop, Debts, Salary of a Priest._—Where a church is not
itself liable because it is not incorporated, the Roman Catholic bishop of
the diocese is not personally liable for moneys borrowed by the pastors of
such church in the name of the church, which were partly invested in real
estate which was put in the bishop’s name in the usual manner, although
the bishop’s permission was necessary before borrowing the money, and
notwithstanding that the bishop raised some of the money to pay some of
the debts and the mortgage on the real estate of the church on his
personal security, and he received part of the borrowed funds from a dying
pastor and handed it over to his successor.(309) Also, a bishop is not
personally liable for the salary of a priest whom he engages. They are
fellow servants working for the Church and not in the relation of employer
and employee any more than are a general and captain in the same
army.(310)
*170.* _Note, Building Committee._—In an action on a note given by the
pastor of a church for money borrowed to pay bills for the erection of the
church building, in which the plaintiff sought to charge the building
committee, and it appeared from the plaintiff’s testimony that the title
to the property was in the bishop and the committee did not handle any of
the funds, but was a shifting body to whom the pastor only went for advice
and consultation, it was held that the plaintiff could not recover.(311)
*171.* _Fraud, Trust._—Where a “prophet” induced members of his
organization, by his fraud and deceit, to convey to him all their property
in discharge of a religious duty and then refused to account to them, the
court declared the trust closed and divided the estate among the members
in proportion to the money, property, and labor contributed by each of
them.(312)
*172.* _Superioress, Money._—A person who contributed money for the
purpose of repairing a convent, the money being turned over to the
superioress and the convent not being incorporated, upon the project being
abandoned subsequently a personal judgment could not be obtained against
the superioress for the money contributed.(313)
*173.* _Loan, Priest._—If a man lends money to a priest for the purpose of
paying a note against the congregation left at the bank for collection, he
can recover the money so paid from the congregation.(314)
*174.* _Warden, Wages, Sexton._—A church warden who was hired by the
trustees of a church can not collect his wages by an action against the
priest of the parish.(315) A church accepting the services of a sexton is
liable to him therefor, whether the by-laws were observed in employing him
or not; nor will the fact that any party (as in this case the Ladies of
the Altar Society) agreed to contribute to his annual salary, defeat his
recovery of the whole from the church employing him.(316)
*175.* _Sewing Circle, Money._—A church may maintain an action against a
sewing circle to require it to pay over money collected for the benefit of
the church.(317)