§ 80. Application of this article.- This article is not applicable to a Protestant Episcopal church, a Roman Catholic church, or to a Christian Orthodox Catholic Church of the Eastern Confession. No provision of this article is applicable to a Reformed church in America, a true Reformed Dutch church in the United States of America, a Reformed Presbyterian church or to an Evangelical Lutheran church, except as declared to be so applicable by the next preceding article of this chapter. This article is applicable to churches of all other denominations. [New.] 81. Notice of meeting for incorporation.—Notice of a meeting for the purpose of incorporating an unincorporated church, to which this article is applicable, shall be given as follows: The notice shall be in writing, and shall state, in substance, that a meeting of such unincorporated church will be held at its usual place of worship at a specified day and hour, for the purpose of incorporating such church and electing trustees thereof. The notice must be signed by at least six persons of full age, who are then members in good and regular standing of such church by admission into full communion or membership therewith, in accordance with the rules and regulations of such church, and of the governing ecclesiastical body of the denomination or order, if any, to which the church belongs, or who have statedly worshipped with such church and have regularly contributed to the financial support thereof during the year next prior thereto, or from the time of the formation thereof. A copy of such notice shall be posted conspicuously on the outside of the main entrance to such place of worship, at least fifteen days before the day so specified for such meeting, and shall be publicly read at each of the two next preceding regular meetings of such unincorporated church for public worship, at least one week apart, at morning service, if such service be held, on Sunday, if Sunday be the day for such regular meetings, by the first named of the following persons who is present thereat, to wit: The minister of such church, the officiating minister thereof, the elders thereof in the order of their age beginning with the oldest, the deacons of the church in the order of their age beginning with the oldest, any person qualified to sign such notice. [See form, Nc. 21. L. 1813, ch. 60, § 30; R. S., Sth ed., 1884. L. 1890, ch. 66; R. S., 8th ed. (supp.), 3290. The requirement of six signers of the notice is new. The contents of notice are more specific; but otherwise there is no substantial change. Where a society is divided into factions holding services at two places, either faction may incorporate, to the exclusion of the other, on giving the requisite notices, etc., at the places where each faction meets; and the corporation will succeed to the property of the society. A subsequent attempt to incorporate by the other faction, although constituting a majority of the members, will be ineffectual. The Trustees of St. Jacob's, etc., Ch. v. George Bly, et al., 73 N. Y. 323. A formal dissolution held unnecessary under § 16 of ch. 60, L. 1813, before reincorporation; where a religious corporation has been dissolved through nonuser, or neglect to exercise its powers. First Soc. of M. E. Ch. v. Brownell, 5 Hun, 464. Section 16 has not been re-enacted, but the same rule would probably be applied as to reincorporation under this chapter. The signers of the notice are required to have the same qualifications as voters at corporate meetings. See §§ 82, 85.] § 82. The meeting for incorporation.- At the meeting for incorporation held in pursuance of such notice, the following persons, and no others, shall be qualified voters, to wit: All persons of full age, who are then members, in good and regular standing of such church by admission into full communion or membership therewith, in accordance with the rules and regulations thereof, and of the governing ecclesiastical body, if any, of the denomination or order, to which the church belongs, or who have statedly worshipped with such church and have regularly contributed to the financial support thereof during the year next preceding such meeting, or from the time of the formation thereof. The presence of a majority of such qualified voters, at least six in number, shall be necessary to constitute a quorum of such meeting. The action of the meeting upon any matter or question shall be decided by a majority of the qualified voters voting thereon, a quorum being present. The first named of the following persons, who is present at such meeting shall preside thereat, to wit: The minister of the church, the officiating minister thereof, the elders thereof in the order of their age, beginning with the oldest, the deacons thereof in the order of their age, beginning with the oldest, any qualified voter elected to preside. The presiding officer of the meeting shall receive the votes, be the judge of the qualifications of voters and declare the result of the votes cast on any matter. The polls of the meeting shall remain open for one hour, and longer, in the discretion of the presid ing officer, or if required, by a majority of the voters present. Such meeting shall decide whether such unincorporated church shall become incorporated. If such decision shall be in favor of incorporation such meeting shall decide upon the name of the proposed corporation, the number of the trustecs thereof, which shall be three, six or nine, and shall determine the date, not more than fifteen months thereafter, on which the first annual election of the trustees thereof after such meeting shall be held. Such meeting shall elect from the persons qualified to vote at such meeting, one-third of the number of trustees so decided on who shall hold office until the first annual election of trustees thereafter, one-third of such number of trustees to hold office until the second annual election of trustees thereafter, and one-third of such number of trustees to hold office until the third annual election of trustees thereafter. [L. 1813, ch. 60, §§ 3, 6; R. S., Sth ed., 1884. L. 1890, ch. 66; R. S., 8th ed. (supp.), 3290. L. 1876, ch. 329, §§ 2, 3, 4; R. S., 8th ed., 1910. The quorum clause is new. One presiding officer for the meeting is substituted for the two provided by present law. The qualification of voters in Baptist churches is not substantially changed. The qualification of voters for other churches generally has remained unchanged since L. 1784, 7th Session, ch. 18, except for the amendment of L. 1867, ch. 656, striking out the word "male;" and by the present law is as follows: “Every person of full age who has statedly worshipped with such church, congregation or society and has formerly been considered as belonging thereto." The indefinite character of this statement was illustrated in People ex re!. Sturges v. Keese, 27 Hun, 484. The change proposed has the advantage of a uniform statement for all churches, and will tend to diminish doubt and controversy. By present law, trustees are elected by plurality vote. This section of the revision requiries a majority. Original election of trustees for one, two and three years is substituted for original election of whole number and classification by lot. The requirement that trustees be qualified voters is new as to all churches except Baptist. The provision that the number of trustees be three, six or nine, is substituted for " not less than three nor more than nine," to accord with the evident intention of the present law, which provides that the term of one-third shall expire each year. The foregoing is the revisers' note, contained in their report to legislature of 1895. If at the meeting for incorporation, the officers directed by the statute to preside are not present, a member of the congregation shall prescribe. Lynch v. Pfeiffer, 110 N. Y. 33. The members of the congregation, and not merely the members of the Christian church connected with such congregation, are authorized to incorporate, and elect trustees, although they may have been excommunicated by the church authorities. Baptist Church in Hartford v. Witherell, 3 Paige, 296; and cases cited under § 84, post.] § 83. The certificate of incorporation - The presiding officer of such meeting and at least two other persons present and voting thereat, shall execute and acknowledge a certificate of incorporation, setting forth the matters so determined at such meeting, the trustees elected thereat and the terms of office for which they were respectively elected and the county, town, city or vil lage in which its principal place of worship is or is intended to be located. On filing such certificate the members of such church and the persons qualified to vote at such meeting and who shall thereafter, from time to time, be qualified voters, at the corporate meetings thereof, shall be a corporation by the name. stated in such certificate, and the persons therein stated to be elected trustees of such church shall be the trustees thereof, for the terms for which they were respectively so elected. [See form, No. 22. L. 1813, ch. 60, § 3; R. S., 8th ed., 1884. L. 1890, ch. 66; R. S., 8th ed. (supp.), 3290. L. 1876, ch. 329, § 5; R. S., 8th ed., 1911. The qualified voters and members are expressly constituted the corporation. The language of the present law would seem to make the corporation consist of the trustees only; but the present law has been construed to make the members the corporation. See Robertson v. Bullions, 11 N. Y. 243, and Cram v. Evan. Luth. Soc., 36 N. Y. 161, and cases cited under § 2. If trustees are named it will be considered a compliance with the statute that number be stated (Betts v. Betts, 4 Abb. N. C. 317), but it is the better practice to state the number. As to place of filing certificate, see § 3 and cases cited. The general qualification of incorporators, the naming of the corporation and other general regulations as to certificates, are provided by general corporation law, §§ 3-9. The persons before whom acknowledgments may be taken are specified in statutory construction law, § 15. The certificate must contain the names of the trustees and the corporate name, but a defect in the record can not be taken advantage of by a person who has contracted with the corporation. M. E., etc., Church v. Pickett, 19 N. Y. 482. A certificate reciting that the meeting for incorporation was composed of the male members of the congregation is valid, although female members were entitled to vote. If they voluntarily absented themselves the male members had the right to constitute the meeting. Lynch v. Pfeiffer, 110 N. Y. 33. A compliance with the statute will be presumed from long user under it. Saints' Church v. Lovett, 1 Hall's Superior Ct. Rep. 191. A certified copy of the certificate is evidence equally with the original Code of Civil Procedure, § 933.] § 84. Time, place and notice of corporate meetings.- The annual corporate meeting of every incorporated church to which this article is applicable, shall be held at the time and place fixed by or in pursuance of law therefor, if such time and place be so fixed, and otherwise, at a time and place to be fixed by its trustees. A special corporate meeting of any such church may be called by the board of trustees thereof, on its own motion or on the written request of at least ten qualified voters of such church. The trustees shall cause notice of the time and place of its annual corporate meeting, therein specifying the names of any trustees, whose successors are to be elected thereat, and, if a special meeting, specifying the business to be transacted thereat, to be given at a regular meeting of the church for public worship, at morning service, if such service be held, on each of the two successive Sundays next preceding such meeting, if Sunday be the regular day for such public worship, and public worship be had thereon, or otherwise at a regular meeting of such church for public worship on each of two days, at least one week apart, next preceding such meeting, or if no such public worship be held during such period, by conspicuously posting such notice, in writing, |
