ARTICLE I. Provisions Applicable to Religious Corporations Generally. Section 1. Short title. 2. Definitions. 3. Filing and recording certificates of incorporation of religious corporations. 4. Property of unincorporated society transferred by its incorporation. 5. General powers and duties of trustees of religious corporations. 6. Acquisition of property by religious corporations 8. Removal of human remains from one cemetery of a by it. e. Acquisition of property by two or more religious corporations for a common parsonage. 10. Correction and confirmation of conveyances to religious corporations. 11. Sale, mortgage and lease of real property of religious corporations. 12. Consolidation of incorporated churches. 13. Judicial investigation of amount of property of religious corporations. 14. Corporations with governing authority over churches. 15. Property of extinct churches. 16. Corporations for organizing and maintaining mission churches and Sunday schools. 17. Corporations for acquiring parsonages for presiding elders and camp-meeting grounds. 18. Application of this chapter to churches created by special laws Section 1. Short title. This chapter shall be known as the religious corporations law. [A religious corporation organized under or subject to the provisions of this chapter to determine its powers and duties must refer, first, to the general corporation law, which is applicable to all corporations; second, to article I of this chapter, which is applicable to all religious corporations; and third, to the article of this chapter containing the provisions specially applicable to the class of religious bodies to which the corporation belongs. If the provisions of this chapter conflict with any provision of the general corporation law, the provisions of this chapter must prevail. Gen. Corp. L., § 33. For a review of early legislation affecting religious societies, see note of revisers immediately preceding this chapter.] 2. Definitions.-A religious corporation is a corporation created for religious purposes. An incorporated church is a religious corporation created to enable its members to meet for divine worship or other religious observances. An unincorporated church is a congregation, society, or other assemblage of persons who are accustomed to statedly meet for divine worship or other religious observances, without having been incorporated for that purpose. The term minister, includes a clergyman, pastor, rector, priest, rabbi, or other person having authority from, or in accordance with, the rules and regulations of the governing ecclesiastical body of the denomination or order, if any, to which the church belongs, or otherwise from the church, to preside over and direct the spiritual affairs of the church. [This section is new. Nature of the corporation. A religious corporation possesses no powers not conferred by statute. People v. Hurlbert, 46 N. Y. 110. They are not ecclesiastical corporations in the sense of the English law, but are to be regarded as private civil corporations, governed by the ordinary rules of the common law, not subject to the visitorial jurisdiction of a court of equity, except as such power is conferred by the statute. Robertson v. Bullions, 11 N. Y. 243; Watkins v. Wilcox, 4 Hun, 220; Kinskern v. Lutheran Churches, 1 Sand. ch. 439. Three distinct classes or bodies are interested in the incorporation of a Christian church,- the church proper or spiritual body consisting of its office-bearers and other communicants, the congregation or electors, and, the directors or trustees. Lawyer v. Cipperly, 7 Paige, 281. Jurisdiction of legal tribunals.- The legal tribunals of the state have no jurisdiction over the church or spiritual body as such, the tenets of its creed or the forms and discipline of its polity; and, in relation to these matters, a decision of the eeclesiastical judicatories where they have jurisdiction according to the canons of the church, is not reviewable by the civil courts. Baptist Church in Hartford v. Witherell, 3 Paige, 296; Connitt v. The Reformed, etc., Church, 5 N. Y. 551, 563. Thus a court will not inquire whether a bishop is acting discreetly in removing a minister, but merely whether the bishop has power to act. The only ground upon which a court can question the action of the bishop is that removal may affect the civil rights of the minister. Walker v. Wainwright, 16 Barb. 486. The decision of the ecclesiastical judicatories as to their own jurisdiction in ecclesiastical matter, should receive great weight in civil courts. Where such tribunals have jurisdiction, civil courts can not inquire whether they proceeded according to the laws and usages or their church, or whether they have decided correctly. Connitt v. The Reformed, etc., Church, 54 N. Y. 551. Matters of faith are wholly within the jurisdiction of the church authorities. Baptist Church in Hartford v. Witherell, 3 Paige, 296. Who compose the corporation. The religious corporation proper as distinguished from the church or spiritual body consists, not of the communicants or members of the church on the one hand, or the trus tees on the other, but of every member of the society having the privilege of voting. Wyatt v. Benson, 23 Barb. 327; Robertson v. Bullions, 11 N. Y. 243; Baptist Church in Hartford v. Witherell, 3 Paige, 206; Cram v. Evan. Luth. Soc., 36 N. Y. 161. This was the law prior to the revision, and by the provisions of §§ 31 and 83 the qualified voters are expressly made the corporation. Thus a religions corporation under its rules and discipline may exclude a member from spiritual privileges, but can not deprive him of his rights as a corporator. People v. German Church, 53 N. Y. 103; reversing 6 Lans. 172. Such a disfranchisement is an absolute nullity and a mandamus will not lie to restore the corporator to membership. Id. Corporations heretofore formed. Corporations heretofore incorporated under laws repealed by this chapter will be governed by its provisions, the new law being in effect a modification or amendment of the law repealed. (See Gen. Corp. L., § 36; Statutory Construction L., § 32.). But religious corporations existing prior to 1828, when the right to repeal or alter corporate charters was first reserved by the legislature, are not bound by subsequent legislation affecting corporate rights, unless adopted by the corporation; and the rights and franchises of a private corporation organized under a general law are as inviolable as if organ ized by special charter. People ex rel. Sturges v. Keese, 27 Hun, 483; The Dartmouth College Case, 4 Wheat. 518; Terrett v. Taylor, 9 Cranch, 43; Pawlet v. Clark, 9 Cranch, 292. Contracts with religious corporations.- One contracting with a religious corporation is bound to know the provisions of its constitution and by-laws, as to limitations on the powers of its officers. Hart v. The Trustees, etc., 49 Super. Ct. (17 J & S.) 523. A contract made with trustees de facto in possession, by one who has no knowledge of the illegality of their election, is binding on the corporation. Ebaugh v. German Reformed Church, 3 E. D. Smith, 60. But after a court has declared the election of trustees illegal, they can not bind the corporation. Id. The president of a religious corporation can not sue upon a claim in Its favor in his own name. Lowenthall v. Wiseman, 56 Barb. 490. Books as evidence. The books and minutes of a corporation are as a rule, evidence of the acts of the corporate body, and if not suspicious may be referred to in order to show the regularity of its proceedings. Abernethy v. The Society, etc., of the Puritans, 3 Daly, 1. Church fairs. A religious corporation, it seems, has no power to conduct a fair. Constant v. Rector, etc., 4 Daly, 405. Actions by and against.— An action by the trustees should be brought in the name of the corporation. Bundy v. Birdsall, 29 Barb. 31; People v. Fulton, 11 N. Y. 94. In an action by a religious corporation, it must prove itself to be a corporation de facto and for this purpose, proof of a statute under which it might incorporate is sufficient. M. E. Union Church v. Pickett, 19 N. Y. 482. The fact of incorporation may be proved by the religious certificate of incorporation (Jackson v. Leggett, 7 Wend. 377), or by a certified copy in pursuance of § 933 of the Code of Civil Procedure which makes the certified copy evidence as if the original was produced. A subscriber to the erection of an edifice of a religious corporation may deny its corporate existence, but he can not take advantage of an imperfection in the record, or certificate of incorporation. M. E. Union Ch. v. Pickett, 19 N. Y. 482. One who accepts office in a religious corporation is estopped from Going its corporate existence. All Saints' Church v. Lovett, 1 Hall's Superior Ct. 191. The rector, church wardens, etc., of an incorporated church can not maintain replevin, for the corporate seal against the treasurer of the church, if a rule of the church declares that the treasurer shall "safely keep the corporation seal." Rector, etc., v. Blackhurst (Common Pleas, N. Y.), 11 N. Y. Supp, 669.] § 3. Filing and recording certificates of incorporation of religious corporations.-The certificate of incorporation of a religious corporation shall be filed and recorded in the office of the clerk of the county in which its principal office or place of worship is, or is intended to be situated. If there is not, or is not intended to be, any such office or place of worship, the certificate shall be filed and recorded in the office of the secretary of state. [L. 1813, ch. 60, § 1, sub. 18; R. S., 8th ed., p. 1883. L. 1813, ch. 60, § 3; R. S., 8th ed., p. 1884. L. 1890, ch. 66, R. S., 8th ed., supp. p. 3290. L. 1844, ch. 158, § 1; R. S., 8th ed., p. 1896. Religions corporations are excepted from § 5 of general corporation law, as to filing and recording certificates of incorporation. Statutory construction law, § 15, specifies the officers authorized to take acknowledgments. Code of Civil Procedure, § 3304, prescribes the clerk's fees for filing. Remedy for refusal to file a certificate is by mandamus, and if such remedy is sought against the secretary of state, application must be made to the general term (appellate division) of the supreme court. Code of civil procedure, § 605. People ex rel. v. Rice, 128 N. Y. 121; People ex rel. v. Rice, 129 N. Y. 461; People ex rel. v. Rice, 138 N. Y. 614 Section 605 is amended by L. 1895, ch. 946, taking effect Jan. 1, 1896, so as to permit of application for mandamus of state officers to special term. A certificate of incorporation of a religious corporation was recorded in the register's office instead of the office of the county clerk, as required by the statute. Held, that the substantial requirements of the statute being complied with, the error was not fatal. Matter of Arden (Surrogate's Ct., N. Y.), 20 St. Rep. 865; following Trustees v. Bly, 73 N. Y. 325.] § 4. Property of unincorporated society transferred by its incorporation. All the temporalities and property of an unincorporated church, or of any unincorporated religious society, body, association or congregation, shall, on the incorporation thereof, become the temporalities and property of such corporation, whether such temporalities or property be given, granted or devised directly to such unincorporated church, society, body, association or congregation, or to any other person for the use or benefit thereof. [L. 1813, ch. 60, § 4; R. S., 8th ed., 1885. L. 1863, ch. 45, § 1, sub. 2; R. S., 8th ed., 1889. L. 1871, ch. 12, § 1, sub. 2; R. S. 8th ed., 1889., Without change of substance as to incorporated churches. New as to other religious corporations. |