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title-16•Title 16 — Corporations and Associations, Religious
title-16N.J.S.A. tit. 16CodeJan 1, 1900
Members of every religious society or congregation, entitled to protection in the free use of their religion by the constitution and laws of this State, may assemble at their usual place of meeting for public worship, at any time agreed upon by them, after at least ten days' notice of the time and purpose of assembling, given by an advertisement set up in open view at or near the place of meeting and when so assembled a plurality of votes of the members of such society or congregation over 18 years of age who regularly contribute to its support and who are present at such meeting, may elect any number of such society or congregation to be its trustees for the purpose of incorporating such society or congregation as provided in section 16:1-2 of this title.
The trustees shall make a certificate, under their hands and seals, of the name they take upon themselves, and shall transmit such certificate to the county clerk, who shall forthwith record the same, for which service he shall be entitled to receive the fee provided in section 22:2-19 of the title Fees and Costs. Thereupon the trustees and their successors shall be a corporation by the name stated in the certificate.
Where the trustees of any religious society, pursuant to the provisions of an act entitled "An act to incorporate trustees of religious societies," approved April ninth, one thousand eight hundred and seventy-five, and further, pursuant to the provisions of an act entitled "A further supplement to an act entitled "An act to incorporate trustees of religious societies,' approved April ninth, one thousand eight hundred and seventy-five," which said further supplement was approved April ninth, nineteen hundred and fourteen, and further, pursuant to the provisions of an act entitled "A further supplement to an act entitled "An act to incorporate trustees of religious societies,' approved April ninth, one thousand eight hundred and seventy-five," which said further supplement was approved February sixteenth, nineteen hundred and eighteen, shall have recorded their certificate of incorporation with the county clerk of the county setting forth the name by which they and their successors shall be known and distinguished as a body, but have failed to file and record said certificate with the secretary of state, any such corporation is hereby authorized and empowered to file a certified copy of said certificate of incorporation with the secretary of state, and upon the filing of such certificate as aforesaid, the incorporation and all de facto acts done in pursuance thereof are hereby validated, ratified and confirmed.
Every religious society or congregation incorporated by virtue of any law of this state shall have power to:
a. Have perpetual succession as such corporation;
b. Sue and be sued, plead and be impleaded in any court;
c. Adopt and use a common seal and alter and renew the same at pleasure;
d. Appoint such officers, agents and employees as may be required for its properties, institutions and business;
e. Make by-laws and rules consistent with law, for the regulation and management of its affairs, properties and institutions;
f. Acquire, purchase, receive, have and hold and take by devise, bequest or gift without limit, real and personal property of all kinds, church edifices, schoolhouses, college buildings, parsonages, sisters' houses, hospitals, orphan asylums, and all other kinds of religious, ecclesiastical, educational and charitable institutions, and the lands whereon the same are or may be erected, and cemeteries or burial places, and any real estate suitable for any or all of said purposes;
g. Lease, grant, sell and dispose of all or any part of such property;
h. Borrow money for the purposes of the corporation, and to give bonds and mortgages therefor on any part of its property;
i. Have the management, direction and control of all the civil and temporal affairs of the congregation, church or parish; and
j. Exercise any corporate powers necessary and proper for the carrying out of the above-enumerated powers and the purposes of the corporation and its institutions.
The proceedings, orders and acts of a majority of the members of such corporation present in person at any duly convened annual or special meeting, but not of a less number shall be valid and effectual.
The trustees of any church or religious society and their successors in office or a majority of them are authorized and empowered to sell at public or private sale and convey in fee simple or otherwise all the church and parsonage property of such church or religious society together with all the estate, right, title and interest which the said trustees or stewards or other officers now have or may have in the same by virtue of any deeds of conveyance or otherwise, if the sale is authorized and directed by a majority of the members present at any meeting called by the trustees and held at its usual place of public worship, after at least ten days' notice of the time and place and object of such meeting, by advertisement set up in open view at or near the place of meeting, which notice shall be signed by the president and secretary of the board of trustees or by a majority of the trustees.
Any religious society, however incorporated, may hold and convey and dispose of land, not exceeding fifty acres which was, before April twelfth, one thousand eight hundred and ninety-eight, conveyed to it for the purposes of a cemetery and the burial of the dead, and may sell the same in lots or plots for the burial of deceased persons, subject to the laws of this state governing cemeteries and the burial of the dead. The society may devote the moneys derived from such sale to the laying out, care and maintenance of the cemetery or burial ground and for no other purpose. When the moneys received from sales of lots shall exceed the sum needed for the proper care and maintenance of its burial grounds, the surplus may be invested in safe and suitable securities and the interest derived therefrom shall be devoted to the care and maintenance of its burial grounds and for no other purpose.
(1) the ownership, manufacture, installation, sale, creation, inscription, provision or conveyance, in any form, of memorials;
(2) the ownership, manufacture, installation, sale, creation, provision or conveyance, in any form, of vaults, including vaults installed in a grave before or after sale and including vaults joined with each other in the ground;
(3) the ownership, manufacture, installation, sale, creation, provision or conveyance, in any form, of a mausoleum intended for private use, which shall not include a mausoleum built for use by or sale to the general public membership of a religious organization;
(4) the ownership or conduct of any funeral home or mortuary, or the engaging in the business or profession of funeral directing or mortuary science;
(5) the sale, renting or leasing of any of its real property dedicated to cemetery purposes, for the location of a funeral home or mortuary or the conduct of the business or profession of funeral directing or mortuary science; or
(6) the entering into a management contract to authorize control of its cemetery related operations with any entity that, directly or indirectly, in this State, engages in the ownership or conduct of a funeral home or mortuary or that engages in the business or profession of funeral directing or mortuary science.
b. As used in this act:
(1) "funeral directing," "mortuary" and "mortuary science" shall have the same meanings as set forth in section 3 of P.L.1952, c.340 (C.45:7-34); and
(2) "mausoleum," "memorial" and "vault" shall have the same meanings as set forth in section 2 of P.L.2003, c.261 (C.45:27-2).
Any religious society or congregation may, at the meeting for the election of trustees, provide, by by-law or resolution, for the election of its trustees for 3 years. In such event the number of trustees shall be fixed at the first election under this section by such society or congregation and shall be divided, as near as can be, into 3 equal numbers, 1 part of which shall be elected for 1 year, 1 part for 2 years, and 1 part for 3 years, and annually thereafter the terms of those expiring shall be filled for a period of 3 years.
The annual meetings for the election of trustees and officers shall be called by the board of trustees of such religious society or congregation upon ten days' notice, signed by the secretary of the board and posted as required in section 16:1-1 of this Title. The meeting when convened shall select its own officers and determine its own rules of procedure.
In the election of the trustees of any religious society incorporated by special act, it shall not be necessary that the trustees be members of the church in which the corporation exists, if they are attending members of the congregation and contribute to the support of the church, but at least a majority of the trustees elected shall be members of the church in good and regular standing.
Any church or religious society incorporated by special act prior to March twenty-second, one thousand eight hundred and eighty-three, may, at any annual meeting, designate, by a majority present duly qualified to vote, the time and place at which it will hold its annual meeting thereafter, any special law to the contrary notwithstanding. This section shall not apply to the Protestant Episcopal Church.
Any religious society or congregation may elect, in the same manner and at the same time as trustees are elected, a president, a vice-president, a secretary, and a treasurer, and such other officers as the by-laws may require to be elected by the congregation. No officer or trustee shall serve in the dual capacity of officer and trustee but the officers elected shall be members of the board of trustees during the term of their respective offices. The officers so elected shall hold office until the next annual meeting of the congregation and until their successors are elected.
In the event of any vacancy on the board of trustees or among the officers occasioned by the death, resignation, moving out of the limits of such society or congregation, or any other cause or reason, such vacancy may be filled for the unexpired term by the trustees unless the by-laws expressly provide that any such vacancy shall be filled by the congregation.
Any religious society or congregation recognizing no superior judicatory may provide in its by-laws the qualifications for its trustees and officers and may further provide therein the qualifications of members entitled to vote for trustees and officers. Such provisions shall be effective only when adopted by 2/3 majority of the members entitled to vote, who shall be present and voting at a meeting of which notice has been given as prescribed by section 16:1-1 of the time, place and purpose of such meeting.
The president may convene the corporation as occasion may require, preside at the meetings and execute all contracts. In his absence, sickness, death, resignation, refusal to act, or removal out of the limits of the religious society or congregation, his office shall devolve on the vice-president or the officer designated in the by-laws for the purpose, who shall occupy the same until the return or recovery of the president, or the election of another.
The secretary shall keep the minutes and enter the orders, acts and proceedings in a book kept for that purpose. He shall have custody of the common seal, and of the papers, deeds, writings, documents and books of or relating to the corporation. Upon the death, resignation, removal or expiration of the office of secretary, or election of a new one, the common seal and all minutes, papers, deeds, writings, documents and books of or belonging to such corporation shall be delivered to his successor in office, on the oath of the preceding secretary, or in case of his death, on the oath of his executors or administrators, so far as the executors or administrators have or may reasonably acquire knowledge thereof, under such pecuniary penalty as said corporation shall have previously fixed, to be recovered by civil action in the name and for the use of the corporation. Upon application to the secretary, any member of the religious society or congregation shall have free access to all such papers, deeds, writings, minutes, documents and books.
The treasurer shall have charge of the money of the corporation and shall keep a correct account of its receipt and disbursement. At each annual election for officers he shall render to the society a statement, in writing, of the receipts and disbursements of the corporation for the preceding year. Upon his death, resignation, removal or the expiration of his office, or election of his successor, all the books, accounts, vouchers and documents in the hands of the treasurer, belonging to the corporation, shall be delivered to his successor in office.
Any religious corporation, incorporated by general or special act, may change its corporate name by a two-thirds vote of those present and entitled to vote at any regular meeting, or at a special meeting duly called for that purpose in the manner its meetings are usually called, specifying by such vote the new corporate name. Thereafter the corporation shall be known by the new name, and shall, by the new name, have, hold and retain all its property, and enjoy the same rights, privileges and powers and be subject to the same liabilities as if no change had been made.
Any change in the number of officers and managers or trustees, and the terms of their office, which may be considered expedient for the interests of the corporation, may be made by a majority vote at any regular meeting, and any new departments of religious work not specified in the act of incorporation may be established and maintained by a similar vote, at any regular meeting.
This section shall not apply to the Protestant Episcopal Church.
Whenever any change provided for in section 16:1-18 of this title is made, a certificate thereof, over the hand of the presiding officer of the corporation and attested by its secretary, shall be filed with the secretary of state within thirty days after such change is made, for which filing the secretary of state shall be entitled to receive the fee provided in section 22:4-1 of the title Fees and Costs.
This section shall not apply to the Protestant Episcopal Church.
Whenever two or more incorporated religious societies of the same denomination agree to consolidate or unite into one, with the approval thereof by the presbytery, classis or other like governing body of their denomination within whose jurisdiction they are located, the trustees, or other like bodies of the two societies, may make a certificate under the seal of each corporation, signed by the president and attested by the secretary of each, setting forth that such societies have consolidated or united and the name selected for the new organization, which certificate shall be transmitted to the clerk of the county in which they are located, who shall forthwith record the same. Thereupon the societies shall be consolidated or united into one corporation under the name so selected.
The new corporation shall be entitled to, and invested with, all the real and personal property, assets, rights, privileges, powers and franchises belonging to each of the societies so consolidated or united, but subject to all the debts and liabilities of each, and to the terms of the agreement under which such consolidation or union was made. It shall also possess and exercise all the powers, rights, privileges and franchises which any religious society of like denomination may possess and exercise when incorporated under the existing laws of this state.
When an incorporated religious society or any officers or trustees thereof hold real estate granted, conveyed or devised by deed, will or otherwise, appropriating the rents, issues and profits of any such real estate to specific uses and purposes, but without power to sell, convey or otherwise dispose of the same, such society, officers or trustees may sell, convey or otherwise dispose of the same in accordance with the provisions of sections 15:14-7 to 15:14-11 of the title Corporations and Associations Not for Profit.
The proceeds of any such sale shall be disposed of as provided in said sections 15:14-7 to 15:14-11.
Any incorporated religious society or congregation, owning or holding the title to any real estate in trust or on condition that it shall be used for church purposes, may, by its board of trustees, consistory or other board managing its temporalities, alone and without a vote of the members of the society, sell and convey all or any part of such real estate, in fee simple or otherwise, freed and discharged from the trust or condition, if the donor who created such trust or imposed such condition, or his heirs or devisees, discharge the property or such society or congregation from such trust or condition or consent to such conveyance. The deed therefor shall convey to the purchaser a good and effectual title, free from such trust or condition, and the grantee shall take the property so freed and discharged.
When a conveyance of real estate has been made to the trustees of any church or religious society, by their individual names as trustees of the church or religious society, said trustees and their survivors or successors in office may convey such real estate to the church or religious society of which they are trustees by its corporate name. Such conveyance shall vest in such church or religious society as good, effective and valid a title as if the conveyance to the trustees had been made directly to the church or religious society by its corporate name.
No rector, wardens or vestrymen, or trustees, consistory or session of any incorporated church, congregation or religious society of this state shall divert the estate, property or revenue belonging thereto to any purpose other than the support and maintenance of the church or religious or benevolent institution or object connected with the church or denomination to which the corporation belongs. The highest judicatory of any denomination from which property is attempted to be diverted in violation hereof, may enforce this provision, but nothing herein contained shall prevent action being taken by members of the congregation or otherwise to enforce such provision.
When funds have been given to any person or corporation for the purpose of maintaining a school, or for the support of poor scholars in a school formerly maintained, on the property of a religious society, and such school has ceased to exist, the Superior Court, in a civil action by any such person or corporation may, if it be found impossible to carry out and comply with the trust fully, direct payment of the income from such funds to the maintenance of the property of such religious society, or for any other purpose nearest akin to the trust. The court may proceed in the action in a summary manner or otherwise.
When real estate has been conveyed or devised to any unincorporated religious association, society, meeting, congregation or organization, or to any persons as officers, trustees or otherwise on behalf of or in the interest of such religious body, upon condition that the same shall be held in trust for specific uses, or the rents, issues and profits be appropriated to specific uses and purposes, and such religious body subsequently becomes incorporated, then the title to such real estate shall vest in the incorporated association, society, meeting, congregation or organization as effectually as if it had been incorporated at the time of such conveyance or devise and such conveyance or devise had been made directly to the incorporated body. Such corporation shall have the same right to convey such real estate as the unincorporated body or such persons had, and any deed made by the corporation, its trustees or officers, shall be valid and effectual.
Rev.1877, p. 960, s. 12 (C.S. p. 4311, s. 12), being section twelve of an act entitled "An act to incorporate the trustees of religious societies," approved April ninth, one thousand eight hundred and seventy-five, saved from repeal. [This section vested property held under charters of incorporation granted by Great Britain in corporation created in place thereof.]
The provisions of this title, with all its penalties, rights, privileges and advantages, are extended to and for the benefit of all associations, corporations and classes now or hereafter organized in this state, the object of which is the mutual improvement of their members in the science of vocal music, and to all associations now or hereafter organized in this state, the object of which is to establish and maintain what are commonly known as Sunday schools.
Any church, religious society, or denomination of Christians, being the whole body of religious believers having a common faith and polity, now or hereafter to be established in the United States of America, and the supreme governing body thereof, whether sole or aggregate, shall be severally recognized in the courts of justice and elsewhere as an entity bearing the name by which it is commonly called and known, regardless of any civil incorporation. Such supreme governing body may bring any action or proceeding in any court, to enforce the civil rights or claims of the whole church, religious society or denomination.
All organizations or committees incorporated prior to April sixth, one thousand nine hundred and eight, under the laws of this state, either by private or public acts, for the purpose of aiding feeble congregations in erecting, purchasing, procuring or securing to their use houses of worship, may also maintain houses of worship and carry on religious worship and teaching, in addition to their other powers.
Any general organization for this state formed by societies or congregations which are incorporated or have a right to become incorporated under this title, and which belong to any one denomination or classification, and in which organization all the societies or congregations of that denomination or classification are, or are entitled to be, represented, or the executive committee thereof, may elect any number of its members to be trustees. Notice of all elections of trustees shall, unless waived, be given by such state organization, or executive committee thereof, to all the members of such state organization or executive committee personally, or shall be mailed to them at their post-office addresses, if resident in this state, at least ten days before such election.
Such trustees shall proceed in the manner provided in section 16:1-2 of this title, and they and their successors shall thereupon be a corporation by the name stated in such certificate, with all the powers and privileges of this title.
Any property held by such general organization for this state shall be for the use of the members of such societies or congregations and others, subject to such regulations as shall be adopted by such corporation and approved by such state organization or executive committee.
Every association of persons composed of representatives from religious societies or congregations of Christians may, at any regular meeting of the association, by a majority vote, by ballot or otherwise, according to the constitution or by-laws of the association, elect any number of members of such association, not exceeding seven, to be its trustees, for the purpose of incorporating such association as hereinafter provided.
Such trustees shall proceed in the manner provided in section 16:1-2 of this title, transmitting the certificate therein provided for to the clerk of the county in which the association shall have held the meeting at which the trustees shall have been elected, whereupon they and their successors shall be a corporation by the name of incorporation so taken, certified and recorded, with all the powers enumerated in section 16:1-4 of this title, so far as the same may be consistent with and appropriate to the purposes for which such corporation is formed.
The proceedings, orders, acts and resolutions of a majority of all the trustees, but not of a less number, shall be valid and effectual.
The members of such association, assembled at any regularly appointed meeting, may elect trustees in the manner provided in section 16:1-34 of this title for the purpose of:
a. Filling any vacancy occasioned by the removal of any trustee by such members for any cause they may deem sufficient, but such removal shall not be in less than one year after his election into office; or
b. Filling any vacancy occasioned by the death or resignation of any trustee.
Such corporation may elect a president, secretary and treasurer as provided in sections 16:1-13, 16:1-15 and 16:1-16 of this title, which officers shall have the powers and duties therein set out, except that the treasurer so elected shall render a statement of the receipts and disbursements of the corporation whenever required by such corporation or association, instead of annually as provided in section 16:1-16 of this title.
Any diocesan convention, presbytery, classis, synod, annual conference, or other governing body having jurisdiction over a number of incorporated or unincorporated churches, congregations or societies of any church or religious denomination in this state, may, at any stated or regularly convened meeting, elect trustees for the purpose of incorporation.
The presiding officer and clerk or secretary of such governing body shall prepare a certificate in writing, under their hands and seals, immediately after such election, setting forth:
a. The name or title of such corporation;
b. The names of the trustees and their terms of office.
This certificate shall be duly acknowledged by the presiding officer and clerk or secretary and shall be filed by them in the office of the secretary of state, whereupon such trustees shall be a corporation by the name mentioned therein, capable of taking, holding, managing, and dealing with real and personal property.
Such governing body may elect more than one set of trustees in manner aforesaid, who may become incorporated in like manner, and who shall adopt such names as shall distinguish and designate them, reference being had to the object of their trust. The trustees shall be elected for three years, one or more each year, except that the first trustees shall be elected, one-third of the number for one year, one-third for two years and one-third for three years.
The trustees provided for in section 16:1-37 of this title shall furnish to the governing body a statement and account of the particulars and items of their trust and permit an audit of the same and an inspection of their books and investments and all things pertaining thereto, at such time and in such manner as the governing body shall direct.
When any parish, congregation, society, church, chapel, mission, or religious, benevolent or educational institution in connection with any such governing body owning any property becomes extinct, by reason of the death or removal of its members, the trustees of such diocesan convention or other governing body may take possession of the temporalities and property belonging to such extinct organization and manage and apply the same to the uses and purposes of the church or religious denomination to which such extinct organization belonged, in the locality in which such extinct church or organization was located.
Any diocesan convention, presbytery, classis, synod, annual conference or other governing body having jurisdiction over a number of incorporated or unincorporated churches, congregations or societies of any church or religious denomination in this state, may, at any stated or regularly convened meeting, elect or appoint trustees for the purpose of establishing, erecting, maintaining and managing a cathedral church and other cathedral foundations in and for the diocese or other jurisdiction. The trustees so elected or appointed shall become a corporation in the following manner:
The presiding officer and clerk or secretary of the governing body shall, under its direction, and after such election or appointment, prepare a certificate in writing, under their hands and seals, containing:
a. The name or title by which the corporation shall be known;
b. The names of the trustees and their terms of office; and
c. The object for which they are incorporated.
This certificate shall be duly acknowledged by the presiding officer or secretary and shall be filed by them in the office of the secretary of state, whereupon such trustees shall be a corporation by the name so chosen.
The convention or other governing body may provide that such persons, for the time holding certain designated offices in the church, convention or other governing body, shall, by virtue thereof, be members of the board of trustees of such corporation during their respective terms of office.
Vacancies in the board of trustees shall be filled by the convention or other governing body, which may provide that vacancies occurring in trusteeships held by persons selected in accordance with the provisions of section 16:1-41 of this title shall be filled by their successors in office.
Such corporation shall have power to:
a. Establish, erect, maintain and manage a cathedral church within the diocese or other jurisdiction, and such other cathedral foundations, schools, faculties and other religious and charitable works as may be connected therewith, in accordance with the doctrine, discipline, and worship of the religious denomination under whose governing body it is incorporated;
b. Acquire, hold, lease, mortgage or otherwise dispose of real or personal property, within such limits as may be fixed by law as to the amount of property religious corporations may hold; and
c. Adopt a constitution and statutes or by-laws, consistent with law, for the management of its affairs, and provide therein for the election or appointment from among its members of a chapter, or governing body, which shall have the control and management of the estate, property and affairs of the corporation.
Any cathedral church or foundation incorporated under the provisions of "A supplement to an act entitled "An act to incorporate trustees of religious societies' (Revision), approved April ninth, one thousand eight hundred and seventy-five, and providing for the incorporation and management of cathedral churches, chapters and foundations," approved April ninth, one thousand nine hundred and eight (P.L.1908, c. 132), or under article five of chapter one of Title 16 of the Revised Statutes, and any incorporated church, congregation, parish or society (located in the same diocese or other jurisdiction in this State) of the same church or religious denomination under the jurisdiction of which such cathedral church or foundation was incorporated under said act, may consolidate into a single religious corporation, as hereinafter provided.
Such cathedral church or foundation, by the vote of its general chapter or other highest governing body, and such church, congregation, parish or society, by the vote of its trustees, consistory, session, vestry, or other highest governing body, may make or authorize the making of a joint consolidation agreement, which shall set forth:
(a) The cathedral church or foundation, and the church, congregation, parish or society, to be consolidated;
(b) The terms or conditions of the consolidation, and the mode of carrying it into effect;
(c) The name of the consolidated corporation, which may be that of one of the constituent corporations;
(d) The period, if any, limited for the duration of the consolidated corporation; and
(e) The number, qualifications, if any, and terms of office of the persons who shall constitute the first board of trustees, chapter or other governing body, and the principal officers, of the consolidated corporation after the consolidation has been effected, their names or their designation ex officio as persons for the time holding specified clerical offices or offices or membership in specified religious bodies or organizations or committees thereof, or the manner in which, and the persons or bodies or organizations or committees thereof by which, they or some of them are to be elected or appointed, who shall hold their respective offices until their successors are elected or appointed.
The consolidation agreement may:
(f) Fix a time subsequent to the filing of the agreement in the office of the Secretary of State at which the consolidation shall become effective and provide for changing or extending that time;
(g) Fix a time at which the first meeting of the trustees, chapter or other governing body of the consolidated corporation, shall be held, or provide for the call and notice thereof;
(h) Contain other provisions necessary or proper for carrying the consolidation into effect;
(i) Provide that the constitution, and statutes or by-laws, of one of the constituent corporations shall constitute those of the consolidated corporation, or provide for the adoption and amendment thereof, from time to time, by the latter, or such agreement may, by reference, or otherwise, adopt or prescribe the constitution, and statutes or by-laws thereof;
(j) Contain provisions defining the objects and powers of the consolidated corporation; and
(k) Provide for the method of changing the name of the consolidated corporation, and for the subsequent amendment of provisions of the consolidation agreement defining the objects and powers of the consolidated corporation or other provisions therein contained relating to its regulation, organization, government, management and administration.
The consolidation agreement, and the constitution and statutes or by-laws, of the consolidated corporation, or either thereof, may provide, consistently with the doctrine, government, discipline and usages of the church or religious denomination to the jurisdiction of which the consolidating corporations are subject, for:
(a) The organization, constitution, number, qualifications, classifications and term of office, according to classes or otherwise, of its trustees, chapter or governing body, committees and officers, their designation ex officio as persons for the time holding specified clerical offices or offices or membership in specified religious bodies or organizations or committees thereof, or the manner in which, and the persons or bodies or organizations or committees thereof by which, they or some of them are to be elected or appointed, or perpetuated in office, and may be suspended or removed, and the qualifications and constitution of the membership of the congregation;
(b) The regulation, management and administration of its temporal affairs and property, endowments and other funds, and creating, defining, limiting and regulating the powers of the trustees, chapter or governing body, committees and officers, and of the congregation, and the number necessary to constitute a quorum at any meeting of such governing body, committees, and congregation.
The consolidation agreement shall be submitted for approval and adoption,
(a) to the diocesan convention, presbytery, classis, synod, annual conference or other governing body under the jurisdiction of which such cathedral church or foundation was incorporated under said act of April ninth, one thousand nine hundred and eight, or said article five of chapter one of Title 16 of the Revised Statutes; and
(b) to the members of such church, congregation, parish or society, qualified to vote at an annual meeting thereof, at a special meeting thereof held in accordance with the government and usages thereof.
If (a) the said governing body shall vote to approve and adopt the consolidation agreement, and if (b) two-thirds of the members of said church, congregation, parish or society present and voting at such meeting shall vote to approve and adopt the consolidation agreement, the consolidation of the said parties thereto shall take effect in accordance with its terms and provisions, as hereinafter provided.
The consolidation agreement, after adoption, with a certificate annexed by each constituent corporation, executed under its seal and signed by its secretary or clerk or registrar or assistant secretary or clerk or registrar, certifying the fact of the adoption thereof in accordance with this act, shall be filed in the office of the Secretary of State, and shall thereupon take effect in accordance with its terms and provisions and at the time therein fixed, or, if none, then upon its filing.
Within twenty days after the filing thereof as aforesaid, a copy thereof, certified by the Secretary of State, shall be filed in the office of the county clerk of the county or counties in which the constituent corporations are located, and shall be recorded by him, and a notice of the adoption thereof shall be published at least once in two newspapers circulating in the county or counties in which the constituent corporations are located.
When the consolidation becomes effective, the constituent corporations shall be one corporation by the name provided in the agreement, and all of the rights, charter rights, privileges, exemptions, immunities, powers, prerogatives and franchises of each of the constituent corporations, real and personal property, wherever situated, funds, endowments, investments, legacies, remainders, estates in possession or expectancy, gifts, interests, and things in action, of or belonging to the constituent corporations, whether vested, contingent, accrued or to accrue, shall be vested in and be deemed to be transferred to the consolidated corporation without further act or deed, and shall be thereafter as effectually the property of and vested in the consolidated corporation as they were of the respective constituent corporations, and the title to any real estate, whether by deed, gift, will, devise, or otherwise, personal property, funds, endowments, investments, legacies, remainders, estates in possession or expectancy, gifts, interests, and things in action, under the laws of this or any other State, territory, or nation, vested in, or accruing or to accrue, or inuring to the benefit of, either of the constituent corporations, shall not revert or be in any way impaired, annulled or affected, by reason of the consolidation, but shall be fully vested in and inure to the benefit of the consolidated corporation.
All rights, all obligations and relations to any person, and all debts, liabilities, trusts and duties, of each of the constituent corporations, shall remain unimpaired, and the consolidated corporation shall, by the consolidation, succeed to all such rights, obligations, relations, debts, liabilities, trusts and duties, and shall execute and perform all of them, to the same uses and purposes, as nearly as may be, as those upon which they were to be executed and performed by the respective constituent corporations, and they may be enforced against it to the same extent and in the same manner as though it had itself assumed the obligations, relations or trusts, or incurred the debts, liabilities or duties.
All rights of creditors, and all liens upon the property, of the constituent corporations, shall be preserved unimpaired, and the constituent corporations shall be deemed to continue in existence in order to preserve the same.
No pending action or other judicial proceeding, to which either of the constituent corporations shall be a party, shall abate or be discontinued by reason of the consolidation, but the same may be prosecuted to final judgment against the consolidated corporation.
Every gift, grant, legacy, bequest or devise, in trust or otherwise, vested or contingent, in possession or expectancy, contained in any will or other instrument, made before or after the consolidation, to or for, or inuring or accruing to, either constituent corporation, shall vest in, inure and accrue to the benefit of the consolidated corporation as effectually as though made to it and in its name and for its use and benefit, subject to all estates, trusts, interests and conditions imposed in relation thereto, and every such will or other instrument shall take effect subject to the provisions of this act and any consolidation hereunder. So far as may be necessary to accomplish the foregoing, the separate corporate entity and name of each constituent corporation shall be continued for the purpose of enabling it to accept and receive every such gift, grant, legacy, bequest or devise as fully as though the consolidation had not been effected, and the trustees, chapter or other governing body of the consolidated corporation shall, for such purpose, be deemed to be the trustees, chapter or other governing body of the constituent corporation. Immediately upon the accrual or receipt of every such gift, grant, legacy, bequest or devise, or the proceeds thereof, the title to the same shall become vested in the consolidated corporation, subject to all estates, trusts, interests and conditions imposed in relation thereto.
Nothing herein contained shall impair, annul or affect any vested rights, charter rights, privileges, exemptions, immunities, powers, prerogatives, franchises or advantages heretofore obtained and actually used or enjoyed by either constituent corporation under authority of any act of this State.
Neither constituent corporation shall be dissolved nor shall its existence be terminated by reason of the consolidation, but it shall continue to exist in the consolidated corporation, which shall succeed to and continue to have and enjoy unimpaired the several rights, charter rights, privileges, exemptions, immunities, powers, prerogatives, franchises and advantages of the constituent corporations, consistently with the provisions of this act and of the consolidation agreement.
The consolidated corporation shall have and may exercise all powers conferred by the respective certificates of incorporation or charters of the constituent corporations, by Title 14 (Corporations, General), and by Title 16 (Corporations and Associations, Religious), and, in particular, the powers conferred by article five of chapter one of Title 16, of the Revised Statutes, so far as the same are not inconsistent with this act, are necessary or convenient to the furtherance of its objects, and are in accordance with the doctrine, government, discipline and usages of the church or religious denomination to the jurisdiction of which the constituent corporations were subject. It shall have, among other powers, the power to invest, change the investments of and reinvest its endowment and funds in such investments, whether or not prescribed by statute, and in such manner, as it shall deem proper.
A copy of the consolidation agreement, certified by the Secretary of State, shall be evidence in all courts and for all purposes of the agreement and of the existence, property rights, charter rights, privileges, exemptions, immunities, powers, prerogatives, franchises, obligations, relations, debts, liabilities, trusts and duties of the consolidated corporation.
Such a certified copy, although not otherwise acknowledged or proved, may be recorded in any county, in the office of the clerk of the county or in the office of the register of deeds in any county in which the office of register of deeds exists, in accordance with the provisions of Title 46 (Property) of the Revised Statutes, in any of the proper books for the record of deeds and assignments of mortgages, both of real and personal property. The record of such certified copy shall be as valid and effectual in law as if duly executed and acknowledged deeds to all the real estate and duly recorded assignments of all the mortgages owned of record by each of the constituent corporations, had been made, acknowledged and delivered by the constituent corporations to the consolidated corporation and duly recorded.
Any religious body may register with the secretary of state the name, title or designation under which it operates, or functions, or its activities are carried on. The secretary of state shall provide for the registration and recording of such names, titles and designations, and shall charge a fee of twenty-five dollars for such registration.
The secretary of state shall issue to such registrant a certificate of the recording of any such name, title or designation, which certificate shall be received in evidence in any court.
No association, corporation, society, foundation, order, federation or organization shall have or use a name, title or designation similar to, or in imitation of, or so nearly resembling any such registered name, title or designation as to be calculated to deceive, without the consent of the registrant.
Any association, corporation, society, foundation, order, federation or organization violating this section shall, upon request of the religious body so registered, be notified by the secretary of state of the violation, and the continuance of the use of the name, title or designation by such association, corporation, society, foundation, order, federation or organization for a term longer than one month shall constitute a misdemeanor.
The body vested by law with the power of election or appointment of the managers or directors of any corporation of this state, the object of which is to provide for the support and maintenance of supernumerary or superannuated ministers of the gospel, or to provide for the support of the widows and orphans of deceased ministers of the gospel, whether such power be in the members of the corporation or in any annual conference or other ecclesiastical body, may add to the number of such managers or directors so that the whole number shall not exceed eighteen, at least one-half of whom shall be laymen, residents of this state and members of some church of the denomination to which the corporation belongs. Such corporation shall prescribe by by-law or otherwise the term of office of such managers or directors, which term shall not exceed three years.
The members of any Baptist church in this state, organized according to the usages and customs of Baptist churches, may incorporate in the following manner:
Notice of a meeting of such members to incorporate, with the day, hour and place thereof, shall be given by advertisement, signed by the clerk, or clerk pro tempore of such church, and set up in open view, at least ten days previous to the day named therein, at or near the place where the members usually assemble for public worship. The number of members necessary to constitute a quorum shall be determined by regulation previously adopted by such church. In the absence of any such regulation five members shall constitute a quorum, but a smaller number may adjourn the meeting from time to time. At such meeting the pastor or any member of such church called to the chair shall preside, and the clerk of the church shall be the secretary of the meeting and shall record the proceedings. A corporate name shall be adopted by a majority vote of the members present at such meeting, and any number of persons, not less than three, who are members of such church or congregation meeting therewith for public worship, shall be elected to be trustees by a similar vote.
A certificate in writing of such proceedings, under the hands and seals of the president and secretary of the meeting, shall be transmitted to the clerk of the county, who shall file and record the same, for which service the county clerk shall be entitled to receive the fee provided in section 22:2-19 of the title Fees and Costs. Thereupon the members of such church and their successors shall be a corporation by the name stated in the certificate.
Every such corporation shall have all the powers and liabilities of corporations enumerated in article 1 of chapter 1 of this title (s. 16:1-1 et seq.), and may make rules and regulations for the transaction of its business, number and election of its officers, the support of public worship, the calling to and dismissal from the pastoral office, the regulation of the proceedings of the board of trustees and the defining of the duties and powers of such board.
Any conveyance of real estate or interest therein, or other written contract made by any such corporation shall be executed under the hand of the president of its board of trustees and its common seal.
Any devise or bequest to any such corporation shall not be defeated by reason of any misnomer, if the intention of the testator can be ascertained.
The board of trustees of every such corporation shall, as soon as practicable after their election, organize for business by appointing one of their number president, who shall have custody of the deeds and muniments of title of the corporate property.
Such board shall keep and report to the church annually, or oftener if required, a full and accurate account of its transactions and the financial condition of the church. All proceedings, acts and orders of the board shall be by a majority vote of all its members.
The board of trustees shall have the care, custody and oversight of the property of such incorporated church, except moneys raised for the support of the pastor or for benevolent objects. It shall not have the power, without express authority from the church itself for so doing, to alienate, sell or encumber such property, close the house of worship to the business or religious meetings of such church, or permit the same to be used for other than such meetings, or to buy, build or otherwise involve the church in expense aside from the ordinary expenditures incurred by the proper care, repair and preservation of its property.
The members of any such incorporated church may, upon the notice prescribed by section 16:2-1 of this title, by the vote required for the election of first trustees by such section, elect trustees for the purposes and at the times provided by section 16:1-9 of this title. The term of office of such trustees may be regulated by by-law or resolution of such church, adopted before their election, but, in the absence of such regulation, such trustees shall hold office for one year from the date of their election and until their successors are chosen.
No election of trustees of any such church, except the first election, shall be deemed invalid by reason of failure to give the aforementioned notice of the meeting for the election of trustees, if the time of such election is regulated by a rule or standing resolution of the church.
Whenever any religious society of the Baptist denomination has incorporated trustees under the provisions of article 1 of chapter 1 of this title (s. 16:1-1 et seq.), it may increase the number of such trustees at any election held pursuant to section 16:1-9 of this title, after notice of the intention to elect the additional trustees, given in the manner and for the time prescribed in section 16:1-1 of this title, by electing an additional number of persons, not exceeding fifteen, trustees.
The provisions of article 1 of chapter 1 of this title (s. 16:1-1 et seq.) shall be applicable to any Baptist churches which do not avail themselves of the special provisions of this article.
When any Baptist church, the trustees of which are incorporated under article 1 of chapter 1 of this title (s. 16:1-1 et seq.), desires to incorporate under the provisions of this article and complies with the requirements of sections 16:2-1 and 16:2-2 of this title and files the certificate therein provided, such church shall thereupon become a corporation, with all the privileges and liabilities contained in this article. The corporation composed of the trustees of such church shall thereupon be dissolved, and the title to all the real and personal property of the former corporation shall vest in the new one.
Any Baptist church, incorporated under any law of this state, may resolve to merge and consolidate with any other Baptist church by a two-thirds vote of the members having the right to vote, who are present at a meeting of said church duly called, and held upon the notice required by section 16:2-1 of this title. Such church shall make a certificate of the adoption of the resolution of the members to merge or consolidate and the name of the consolidated corporation over its corporate seal and the signature of the president and secretary or clerk of the meeting, or the president and secretary of its board of trustees, and shall verify it by the affidavit of such officers. The certificate shall then be presented to the incorporated Baptist church with which it is resolved to merge and consolidate and the same shall be submitted to a meeting of the members of the latter church. If two-thirds of the members present and voting at such meeting consent thereto, a certificate thereof shall be made, executed and verified in the same manner as is required of the certificate of merger and consolidation. This certificate shall be attached to the first, and both shall be filed in the office of the clerk of the county where the churches are located. Thereupon said churches shall be consolidated, merged or united, and the church with which such merger, consolidation and union is effected shall be entitled to and invested with all the real and personal property, rights, powers, privileges and franchises belonging to such church so merging, consolidating and uniting, but subject to all its debts and liabilities.
Any Baptist church in this state, however incorporated, may change its corporate name by a majority vote of its members present at a meeting held in the church building or usual place of meeting, and called upon the same notice as prescribed in section 16:2-1 of this title.
A certificate in writing, setting forth and certifying that notice of such meeting had been given in accordance with section 16:2-14 of this title, the former name of such church, the name to which it has been changed and such other proceedings as may have been had concerning the change of name at such meeting, shall be signed by the chairman or presiding officer of the meeting and by the clerk thereof, and shall be duly verified by the oath or affirmation of the clerk. The certificate shall be recorded in the office of the county clerk of the county in which such church is located, whereupon the church shall be known by the name, title and designation to which the same has been changed, and shall, by that name, be entitled to all the benefits and privileges and be subject to all the limitations and restrictions as it was before such change was made.
Any Baptist church incorporated under any law of this state may dissolve by a two-thirds vote of the members, entitled to vote, present and voting at a meeting held in its meetinghouse or usual place of assembly for worship, after at least ten days' notice set up at or near such place of meeting. A certificate of the adoption of the resolution of the members to dissolve over the corporate seal of said church and the signature of the presiding officer and clerk or secretary of the meeting, or the president and secretary of the board of trustees, and verified by the officers signing it, shall be filed in the office of the clerk of the county where such church is located. Thereupon such church shall be dissolved, and the trustees shall remain trustees for the purpose of settling the affairs, in the same manner and with the same powers as are conferred by law upon directors of corporations that are dissolved.
Any association composed of representatives from Baptist churches may incorporate in the following manner:
At any regular meeting such association shall adopt a name and resolve to be incorporated by such name. The clerk, secretary or person having custody of the minutes of the association shall make a certificate embodying such resolution, duly verify it by oath, and file the same in the office of the secretary of state. Thereupon such association shall be a corporation by the name stated in such certificate, with the same powers and privileges, and subject to the same restrictions, as if incorporated under article 1 of chapter 1 of this title (s. 16:1-1 et seq.).
Any association of Baptist churches, incorporated under the laws of this state, may change its corporate name by a majority vote of its members assembled at any regular meeting, specifying by such vote the new name. A certificate of such vote, stating the old and the new names of the association, over the hand of the presiding officer of the association and attested by the clerk, shall be filed in the office of the secretary of state. Thereupon such association shall be known by the new name so adopted, and shall, by such new name, have, hold and retain all its property, and possess and enjoy the same rights and powers and be subject to the same liabilities as if the name had not been changed.
All the real and personal property belonging to or held in trust for any Baptist church or Baptist religious society or belonging to or held in trust for any Seventh-Day Baptist church or Seventh-Day Baptist religious society that has or shall become extinct shall vest in and become the property of the New Jersey Baptist Missionary Convention, its successors and assigns, in the case of a Baptist church or Baptist religious society, and in the case of a Seventh-Day Baptist church or Seventh-Day Baptist religious society, the property of the Seventh-Day Baptist Missionary Society, its successors and assigns. The title to any Baptist church or religious society held by any Baptist association of this state, or the reversionary interest of any person in the property of such Baptist or Seventh-Day Baptist church or religious society, or any valid lien thereon, shall not be affected by anything contained herein.
Any Baptist church or religious society or any Seventh-Day Baptist church or religious society in this State, which has ceased, or failed to maintain religious worship, or services, or to use its property for religious worship or services according to the tenets, usages and customs of Baptist churches in this State, or of Seventh-Day Baptist churches which are members of the Seventh-Day Baptist General Conference, as the case may be, for the space of 2 consecutive years immediately prior to the commencement of the action; or whose membership has so diminished in numbers, or in financial strength, as to render it impossible or impracticable to maintain religious worship or services or to protect its property from exposure to waste and dilapidation, or to fulfill the purpose for which it was incorporated, shall be deemed and taken to be extinct. The Superior Court in a civil action, proceeding in a summary manner or otherwise, may dissolve any such church or religious society.
Such an action may be brought by any member, trustee or officer of the New Jersey Baptist Missionary Convention or of the Seventh-Day Baptist Missionary Society, as the case may be, or any member of such church or society, when duly authorized by the board of managers of said New Jersey Baptist Missionary Convention, or the board of trustees of the Seventh-Day Baptist Missionary Society, as the case may be. If necessary or proper so to do, for any of the causes mentioned in section 16:2-20 of this Title, the court shall declare such church or society extinct, dissolving the same, and transferring to and vesting in the New Jersey Baptist Missionary Convention, or the Seventh-Day Baptist Missionary Society, as the case may be, any property, and the title and possession thereof, which may belong to such church or society, or which may be held in trust for it.
Any church of Christ, Scientist, in this state, which is a branch of and organized in accordance with the provisions of the manual of the First Church of Christ, Scientist, in Boston, Massachusetts, hereinafter referred to as the mother church, may incorporate in the following manner:
A meeting of the church shall be called by written notice, signed by six duly enrolled members of full age, setting forth the time and place of the meeting and that the meeting is for the purpose of incorporating the church, selecting a corporate name and electing trustees thereof. The notice shall be publicly read at each regular service of such church, on the two successive Sundays and the Wednesday next preceding the meeting.
At the time and place so appointed, one of the signers of the notice shall call the meeting to order. A chairman, clerk and two inspectors of election shall then be elected. The clerk and the inspectors of election shall be the judges of the qualifications of the voters and shall receive the ballots cast. Only duly enrolled members of said church, in good and regular standing and of full age, shall be entitled to vote or act as officers at the meeting. Nine qualified voters shall constitute a quorum and all questions shall be decided by a majority vote of those present.
The meeting shall decide whether the church shall become incorporated and if it decides in favor of incorporation, it shall decide further:
a. The corporate title, which shall be "Church of Christ, Scientist" , prefixed by "First" , "Second" , "Third" or other numerical designation, and followed by the name of the place where it shall be located;
b. The date for holding the first annual election of the trustees; and
c. The number of trustees of the church, which shall not be less than three.
The meeting shall elect, by ballot, from the individuals qualified to vote thereat, the number of trustees so decided upon, which shall be divided into three classes to serve for one, two and three years respectively, or until their successors are elected and take office. Each trustee shall be elected by a majority of the votes cast.
The chairman and clerk of the meeting shall make, sign and acknowledge, before any person authorized to take the acknowledgment and proof of deeds in this state, a certificate in writing, setting forth:
a. That the meeting was called and organized in accordance with section 16:3-1 of this title;
b. The name assumed as the corporate title; and
c. The number and names of the trustees and the term of office of each.
This certificate shall be transmitted by said chairman and secretary to the clerk of the county in which the church is located, whose duty it shall be to file and record the same forthwith, for which service he shall be entitled to receive the fee provided in section 22:2-19 of the title Fees and Costs. Thereupon said trustees and their successors shall be a corporation by the name stated in the certificate.
Every such incorporated board of trustees elected in accordance with the provisions of this chapter shall have power to:
Have perpetual succession by its corporate name;
Sue and be sued;
Adopt and use a common seal and alter the same;
Purchase, lease, acquire, receive, have and hold any lands, tenements, hereditaments, legacies, donations, moneys, goods and chattels in trust for the use of the enrolled members of such church; and to sell, grant, convey, mortgage, lease, assign or otherwise dispose of the same or any part thereof; provided, that no such sale, conveyance, mortgage or lease of any real property, held in trust as aforesaid shall be made unless previously authorized by two-thirds of the votes cast at a regular or special meeting of its enrolled members duly called for that purpose.
Every church of Christ, Scientist, incorporated according to the provisions of this chapter shall have power to make such by-laws as are not inconsistent with the constitution or laws of the United States or of this State, or with the provisions of the manual of said the mother church.
The enrolled members of any such church, who are twenty-one years of age, may assemble at a duly called regular or special meeting, and may at such meeting fill any vacancies in the board of trustees or elect new ones, by the same vote required for the election of the first trustees.
Any church of Christ, Scientist, which is a branch of and organized in accordance with the provisions of the manual of the mother church and incorporated under the provisions of any general, special or private act of this state, may incorporate under this chapter upon complying with sections 16:3-1 to 16:3-3 of this title, in the same manner as if it had not previously been incorporated. Where the trustees of the congregation of such church, so seeking to incorporate, are incorporated under article 1 of chapter 1 of this title (s. 16:1-1 et seq.), such congregation shall first decide, by a two-thirds vote of those present at a regular or special meeting duly called for that purpose, that the new corporation, when duly organized under this chapter, shall be entitled to and invested with all the real and personal estate of the old corporation, in like manner and to the same extent as the old corporation, subject to all its debts and liabilities. The certificate of the new corporation shall set forth that such congregational meeting was duly called and a copy of the resolution adopted at the meeting. Thereupon the former corporation shall be dissolved and the new corporation shall be entitled to and invested with all the real and personal estate of the former corporation, in like manner and to the same extent as the former corporation, but subject to all its debts and liabilities.
Any such corporation may, at a regular or special meeting of its enrolled members, duly called for the purpose, change its corporate title or the number of its trustees, by a two-thirds vote of those present, who are twenty-one years of age. A certificate shall thereupon be executed by the chairman and clerk of the meeting in the same manner as provided for the execution of the certificate of incorporation and shall be immediately filed and recorded in the office of the clerk of the county where the church is located, for which service he shall be entitled to receive the fee provided in section 22:2-19 of the title Fees and Costs. Thereupon the change shall take effect.
Any church of Christ, Scientist, in this state, which is a branch of, and which is organized in accordance with the provisions of the manual of the First Church of Christ, Scientist, in Boston, Massachusetts, may unite and consolidate, under the conditions prescribed by said manual, with any other church of Christ, Scientist, in this state, which is such a branch and is so organized. The right to consolidate two such churches into one is conferred without regard to whether the churches to be consolidated are incorporated under this chapter or under any other general or special law of this state, and without regard to whether or not the churches to be consolidated are both incorporated under the same law.
Such consolidation may be effected in the following manner:
A written agreement, setting forth the corporate title of the new church, the number of trustees of the new church, the date for holding the first annual election of trustees, and fixing the time and place for the first consolidated meeting of the duly enrolled members of such consolidating churches, shall be adopted by a two-thirds vote of the duly enrolled members of each of the churches to be consolidated, who are present at a regular or special meeting of the church, regularly called. This agreement, when adopted, shall be signed by the president or chairman of the board of trustees or directors and shall be attested by the secretary or clerk of each of the churches adopting it.
At the time and place fixed by the agreement for holding the first consolidated meeting of the churches that have entered into the agreement, the members of both churches shall meet. The meeting may be called to order by any member of either church. Only duly enrolled members, in good and regular standing, shall be entitled to vote or act as officers. Sixteen qualified voters shall constitute a quorum and all questions shall be decided by a majority vote of those present. A chairman and clerk and two inspectors of election shall be elected from the qualified voters present. The clerk of the meeting and the inspectors of election shall be the judges of the qualifications of the voters and shall receive the ballots cast.
The meeting shall elect, by ballot, from the persons qualified to vote thereat, the number of trustees provided for by the agreement of consolidation, which shall be divided into three classes to serve for one, two and three years respectively, or until their successors are elected and take office. Each trustee shall be elected by a majority of the votes cast.
The chairman and clerk of such meeting shall make, sign and acknowledge before any person authorized to take the acknowledgment and proof of deeds in this state a certificate in writing setting forth:
a. The adoption of the agreement of consolidation;
b. The name assumed as the corporate title; and
c. The number and names of the trustees and the term of office of each.
This certificate shall be transmitted to the clerk of the county in which such church is located, who shall file and record the same forthwith, for which service he shall be entitled to receive the fee provided in section 22:2-19 of the title Fees and Costs. Thereupon said trustees and their successors shall be a corporation under this chapter by the title stated in such certificate, in which new corporation the churches uniting shall be consolidated and which new corporation shall be entitled to and invested with all the real and personal property of both the churches consolidated therein, in like manner and to the same extent as such churches so consolidating, subject to all their debts and liabilities.
Any church or congregation now or hereafter established by a branch of any society or confraternity of clergymen in this state may incorporate in the following manner:
The pastor of such church or congregation for the time being, and four of the clergymen resident in the house or parsonage connected with the church or congregation, and members of the society or confraternity by which the church or congregation has been established, who shall be elected by a majority of the clergymen resident as aforesaid, may sign a certificate setting forth the name by which they and their successors shall be known as a corporation, and transmit such certificate to the clerk of the county in which such church or congregation is located, who shall forthwith file and record the same, for which service he shall be entitled to receive the fee provided in section 22:2-19 of the title Fees and Costs. Thereupon such church or congregation shall be a corporation by the name or title so taken, certified and recorded.
The persons so signing such certificate shall be the trustees of the corporation, and they and their successors shall by such name of incorporation have all the powers enumerated in section 16:1-4 of this title.
The successor in office for the time being of such pastor shall, by virtue of his office, be the trustee of such church or congregation in place of his predecessor. The office of any of the trustees shall become vacant by his removal out of the limits of the church or congregation, and whenever the office of any trustee, except the pastor, shall become vacant for any reason whatsoever, his successor shall be chosen in the manner herein provided for the selection of the original members of the board of trustees.
The corporation may elect annually, or oftener if necessary or expedient, one of its own members to be president, who shall keep the minutes and enter the orders and proceedings of the corporation in a book to be kept for that purpose. He shall have the custody of the common seal, and the papers, documents, deeds, writings and books of or relating to the corporation, and may convene the corporation as occasion may require.
The proceedings, orders and acts of a majority of all the members of the corporation, but not of a less number, shall be valid and effectual.
If any corporation created under or by virtue of the provisions of this chapter shall be dissolved by failure to continue the succession of the trustees thereof, it may be revived and the church or congregation incorporated under this chapter, in the mode herein prescribed, at any time within six years from the date of the dissolution, and thereupon all the property, real and personal, belonging to the dissolved corporation at the time of its dissolution, shall vest in such new corporation.
Any Lutheran Church Congregation may, at the option of a majority of the adult members thereof, incorporate under the provisions of this chapter as amended and supplemented.
The provisions of article 1 of chapter 1 of this Title relating to the incorporation, and the rights, privileges and duties of religious societies and congregations, shall be applicable to all Lutheran Church Congregations except as otherwise provided in this chapter, and in the event of any inconsistency between the provisions of article 1 of chapter 1 of this Title and this chapter of this Title, the provisions of this chapter, as amended and supplemented, shall govern. Each incorporated Lutheran Church Congregation shall be subject to the laws and discipline of the synod and church with which it is affiliated.
Any general organization for this State formed by ordained ministers and congregations of the Lutheran Church, at a convention, conference or meeting, held within or without this State, attended by said ordained ministers and accredited delegates or representatives of such congregations, and in which organization all the congregations of that denomination, holding and confessing the doctrine of the Unaltered Augsburg Confession, are, or are entitled to be, represented at such convention, conference or meeting, may, by resolution, form a Lutheran Synod or District and any such synod or district may be incorporated in the manner provided in this act.
The said ordained ministers and delegates or representatives of the said congregations at such convention, conference or meeting shall elect a board of trustees to consist of not less than ten nor more than twenty-nine trustees.
The trustees so elected, or the presiding officer and secretary, or acting secretary, of such convention, conference or meeting, on behalf of said trustees, shall make a certificate, as hereinafter provided, under their hands and seals, and file it in the office of the Secretary of State. The fee for the filing of any such certificate shall be as provided in section 22A:4-1 of the New Jersey Statutes.
Any such certificate shall set forth:
(a) The name or title or such corporation, which shall include the word "Lutheran" as part thereof and may include the name "Lutheran Synod of New Jersey" or any other name, and may include other words or initials to identify such corporation;
(b) The names and addresses of the trustees constituting the first board of trustees of the corporation;
(c) The object of the corporation;
(d) The location of the corporation's principal office or of its customary activities and, if so desired, the place of its annual convention, conference or meeting;
(e) Such other provisions as may be determined upon at the said convention, conference or meeting as may be proper to carry out the object of the corporation and which are not inconsistent with the general laws of this State relating to religious corporations nor with the doctrines held and confessed by the said Lutheran churches.
The said certificate shall be in writing and shall be duly acknowledged by the said trustees or the said officers in the same manner as deeds to convey title to real property are required to be acknowledged to be recorded.
Any such corporation shall adopt a constitution defining its doctrinal basis and setting forth the qualifications and voting powers of its members and its affiliations and relationship to constituent congregations and other bodies and providing for the management of its corporate affairs and the distribution of its functions and powers to sessions, conferences, boards, committees and officers.
Any such corporation may also adopt by-laws for the regulation of its corporate affairs, including the meetings of the members, officers, committees, sessions and conferences and such other matters as shall be deemed proper.
Any such constitution may provide for the holding ex officio of certain offices and positions and for an executive and other committees of the board of trustees. Any such constitution may also provide for acting officers, the filling of vacancies and succession in the membership of the board of trustees and in the offices of the corporation.
Every such corporation shall have the general powers conferred by law upon incorporated religious societies and, in addition, shall have the following powers:
(a) To establish, erect, maintain and manage churches, colleges, seminaries, and all other religious, educational and eleemosynary institutions and agencies;
(b) To acquire by deed, gift, purchase, bequest, devise, merger, consolidation, combination, reversion, or by judicial order or judgment, or otherwise, real or personal property, in fee, trust, or otherwise, and to hold, grant, sell, convey, lease, mortgage, invest, improve or dispose of the same for the uses and purposes of the corporation;
(c) To sue and be sued and to be impleaded in any court;
(d) To adopt and use a common seal;
(e) To have perpetual succession as such corporation;
(f) To have all other powers necessary and proper to the carrying out of the above enumerated powers, and the purposes of such corporation and its institutions.
(g) To combine, consolidate or merge with any incorporated conference of ministers and congregations of similar doctrine and confession in the same manner as in the case of combinations, consolidations or mergers of corporations organized for purposes other than for pecuniary profit.
Any such corporation, by its constitution or other agreement with its constituent and affiliated congregations, may provide for the settlement and determination of strife and division in any congregation which is a member of or is affiliated with said corporation, and in case of any such strife and division, such settlement and determination shall provide for a continuation in possession and title of all the property of the congregation represented by that part of the congregation's membership which continues in unity with the said synod or district and its faith, whether such part of the said membership constitutes a majority or a minority of its total membership. In similar manner, the said corporation may provide for the acquisition by the corporation of all of the real and personal property of any constituent or affiliated congregation which shall be dissolved by voluntary or involuntary action or which shall become inactive or extinct. In the event of any such acquisition, the Lutheran Synod or District incorporated under this act may manage, use, sell, convey, mortgage or otherwise dispose of all such real and personal property so acquired for the uses and purposes of the said corporation. Any sale, conveyance or other disposition of any such property so acquired shall be sufficient and as effectual as if made by the former congregation or its proper trustees, officers, agents or legal representatives, and shall vest in the grantee, vendee, purchaser, or person acquiring an interest therein, all the right, title and interest in and to such property theretofore vested in the said congregation, or in its trustees, officers, agents or legal representatives.
The incorporation of a Lutheran Church Congregation shall be secured in the following manner:
An organization meeting or a special meeting of the members of the congregation, or of the intended charter members of the congregation, shall be called either by the council of the congregation or by 5 or more of the said intended charter members. Notice of any such meeting shall be given at least 10 days previous to the date of the meeting by posting such notice in a conspicuous place on or near to the premises where the congregation customarily conducts its public worship or, instead of such posting, notice may be given by ordinary mail addressed to each confirmed member of the congregation in good standing, at least 10 days before the date of the meeting, or to each of the intended charter members of the congregation, as the case may be. If the congregation shall have by-laws or other rules and regulations pertaining to the giving of notice of an organization or special meeting of the congregation, such by-laws, rules and regulations shall be complied with. The said notice shall state that the purpose, or one of the purposes, of the meeting is to decide whether the congregation shall be incorporated.
If at such meeting a majority of the adult confirmed members in good standing, or of the intended charter members, shall decide by resolution to incorporate the congregation, they shall then by resolution determine the number of trustees to be elected, which number shall be not less than 5 nor more than 24. Thereupon, the meeting shall proceed to the election of such trustees. The trustees first chosen shall serve for terms to be fixed but not to exceed 3 years and, thereafter, the terms of the trustees shall be fixed by the by-laws of the incorporated congregation to be adopted as hereinafter provided.
The terms of the trustees' offices may be so arranged as to provide that not more than 1/3 of the trustees shall be elected in any 1 year but no such term shall be for more than 3 years. It may be provided that vacancies caused by other than expiration of term shall be filled for unexpired terms.
The corporate name of the congregation shall be determined by resolution adopted by a majority vote of the said members of the congregation or of the intended charter members present and voting.
If it shall be so decided to incorporate the congregation, a certificate of incorporation shall be made, signed and sealed by the trustees or by such officers as shall be designated by the said board of trustees, which certificate shall recite the calling of the meeting, the giving of the notice thereof and an abstract of the proceedings of the meeting sufficient to show that a majority or said members of the congregation, or of the intended charter members, voted in favor of the incorporation of the congregation, and shall further certify the number of trustees chosen and the names and addresses of the trustees first chosen. The said certificate shall also set forth the corporate name of the corporation as determined at the meeting. The said certificate shall be acknowledged by each trustee or other officer in the same manner as is required by law for the acknowledgment of deeds of real property, and a certificate of the acknowledgment shall be endorsed in writing on the said certificate of incorporation by the official taking the same.
The certificate so acknowledged shall be filed and recorded in the office of the Secretary of State and a certified copy thereof shall be filed and recorded in the office of the clerk of the county in which the congregation's usual place of meeting for public worship is located. The Secretary of State and the county clerk shall be entitled to the fees provided in Title 22A of the New Jersey Statutes. Upon such filing and recording, the congregation shall be a corporation by the corporate name set forth in such certificate.
Every member of the congregation in good standing shall be a member of the corporation but only those members who are authorized to vote by the by-laws of the corporation shall be entitled to vote.
The corporation shall have all the powers enumerated in section 16:1-4 of the Revised Statutes, except that no sale or conveyance of any real property owned by the corporation or mortgage upon any property of the corporation or purchase of real property by the corporation shall be made unless previously authorized by a majority of the votes cast at a duly called annual or other meeting of the members of the corporation or by such vote in excess of a majority of the votes cast as may be provided by the by-laws of the corporation.
There shall be an annual meeting of the members of the corporation and such other meetings as shall be prescribed by the by-laws to be adopted for the management of the corporation, and the said by-laws may provide for the manner and method of executing deeds, bonds, mortgages, notes, contracts and all instruments of a legal nature by designated officers of the corporation whenever the corporation or the board of trustees authorizes the execution of any such contract or other legal instrument. The corporation may limit or restrict, or otherwise regulate the powers of the board of trustees.
Every such incorporated congregation may affiliate itself with a constituent synod or district of the Lutheran Church or its successor but, after any such affiliation, may not withdraw therefrom except as provided in the constitution and by-laws of the synod or district or the laws of the church. Any Lutheran Church which has heretofore been incorporated under any law of this State, by a majority vote of its members at a regular, annual or at a special meeting to be called for the purpose, may accept the provisions of this act and thereby and thereafter become subject to the provisions of this act. Any such acceptance shall be evidenced by the filing of a certificate in the office of the Secretary of State, which shall substantially set forth the proceedings of the meeting of acceptance. Any such certificate shall be filed and acknowledged in manner similar to that required by this act for the execution, filing and recording of a certificate of incorporation, as provided in this act. The Secretary of State and the county clerk shall be entitled to the same fees as in the case of the filing and recording of certificates of incorporation under this act.
Any incorporated Lutheran Church or congregation may merge, with the consent of the synod with which it is affiliated, with any other incorporated Lutheran Church or congregation with the consent of 2/3 of the members of each such church or congregation. All such consents shall be evidenced by votes cast at regular or special meetings called for the purpose and 2/3 of the members present and voting upon the proposition shall be deemed to be the 2/3 required by this section. A certificate evidencing the merger and substantially setting forth the proceedings of such meeting shall be executed by the trustees or designated officers of each of the churches or congregations so merging and shall be filed in the office of the Secretary of State. All such certificates shall be executed, acknowledged, filed and recorded in the same manner as is required for the execution, filing and recording of certificates of incorporation under this act.
In the event that any incorporated Lutheran Church or congregation disbands, or ceases to function or to conduct public worship or fails to elect a board of trustees for more than 2 years after such election should have been held pursuant to this act or to the by-laws of the corporation and the property of such church or congregation is not properly maintained, the title to all such property shall pass to and be vested in the synod or district or its successor with which the said church or congregation is affiliated at the time of such default, nonuser or abandonment, and thereupon the said synod or district shall have the unrestricted right to use or dispose of such property.
Any 2 or more organizations incorporated under the provisions of this chapter as amended and supplemented may combine, consolidate or merge in the same manner as in the case of combinations, consolidations or mergers of corporations organized for purposes other than for pecuniary profit. Any organization incorporated under the provisions of this chapter as amended and supplemented may combine, consolidate or merge with any organization having a similar purpose and incorporated under the laws of any other State if the said other incorporated organization is authorized so to do by the laws of the State of its incorporation.
All real and personal property belonging to or held in trust for any Free Methodist church or society which now is or may hereafter come under the supervision of the "Trustees of the New York Conference of the Free Methodist Church" , that has or shall become extinct, shall vest in and become the property of the "Trustees of the New York Conference of the Free Methodist Church" , its successors and assigns. This section shall not affect the reversion or interest of any person in any such property.
A church or religious society shall be regarded as extinct when its membership is so reduced that it has not sufficient members to fill its offices, and has ceased to hold its regular meetings, and to keep its relation with any church having regular connection with such annual conference for a period of three consecutive years.
The "Trustees of the New York Conference of the Free Methodist Church" may, in pursuance of a resolution by it:
a. Sell the property of any such extinct church or religious society and convey the same to the purchaser by deed in its corporate name;
b. Convert any and all securities of any such extinct church or religious society into cash; and
c. Receipt for cancellation mortgages and other evidences of indebtedness belonging to and standing open of record in the name of the extinct church or religious society.
Rev.1877, p. 967, s.s. 60 to 64 (C.S. p. 4337, s.s. 63 to 67), entitled "An act relative to the property of the unincorporated Society of Friends in this state," passed February eleventh, one thousand eight hundred and thirty-six, saved from repeal. [This act provided for the division of real and personal property on division or separation in the unincorporated Society of Friends.]
The members of any Monthly Meeting of the Religious Society of Friends, commonly known as Quakers, may, from time to time, at any of their business meetings, appoint one or more trustees to take and hold title to real property placed in trust by deed or indenture for the use and benefit of such meeting, provided that the sole or surviving trustee named in such deed or indenture, or in a subsequent deed or indenture, being the most recent in a series, has died without conveying such real property to another trustee or trustees.
Such trustee or trustees shall hold title to such real property subject to all of the provisions contained in the trust instrument under which the original trustee or trustees was or were bound, including the duty to convey such real property to such person or persons which the members at any of their business meetings may designate.
If all of the trustees appointed pursuant to this act have died, the members may, from time to time, at any of their business meetings, appoint one or more trustees to succeed them.
Any action taken by the members at a business meeting shall be duly recorded in the minutes thereof, and a copy of the minutes, certified as a true copy thereof by the secretary of such meeting, shall be filed for recording with the clerk of the county in which such real property is located, who shall record such certified copy in books reserved for the recording of deeds.
The minutes shall include a detailed description of the real property in question, a list of the names of the trustees to be succeeded and the fact of the death of each such trustee.
The provisions of this title relating to the incorporation, the rights, privileges and duties of the Reformed, formerly the Reformed Dutch, churches shall be applicable to all German Reformed churches whose minister, elders and deacons, according to the constitution, usages and customs of such churches, have the management of the temporalities of such churches in like manner as the minister, elders and deacons of said Reformed churches.
Notwithstanding any other general, special or local law, all religious corporations or churches heretofore authorized to use, or known by, the names "The Methodist Church," "The Evangelical United Brethren Church," "Methodist Episcopal Church," "Methodist Protestant Church," or "Methodist Episcopal Church South," and all societies, conferences, boards, associations or other organizations directly connected therewith, are hereby authorized and empowered to assume and use the name "The United Methodist Church."
Nothing contained herein shall be deemed to limit, change, affect or alter any other existing right, power, property, obligation, liability or duty of any such religious corporation or church.
When so authorized and directed by the charge conference of any unincorporated local church duly organized in accordance with the Discipline of The United Methodist Church, the board of trustees may incorporate, or if incorporated may reincorporate, such church in the following manner:
a. Pursuant to a resolution adopted by such board of trustees, a meeting of the membership of such church shall be called by notice in writing signed by the president or secretary of such board. Such notice shall state that at a specified date, time and place a meeting will be held for the purpose of incorporating or reincorporating such church, selecting a name therefor and electing trustees thereof. Such notice shall be posted conspicuously at the main entrance of the usual place of worship at least 10 days prior to the date of such meeting, and shall be read at each of the two morning services of worship, at least 1 week apart, preceding the date of such meeting.
b. At such meeting the district superintendent, or by his written designation the pastor, shall preside, and a secretary shall be elected to record the proceedings.
c. If at such meeting the members present and voting shall determine by resolution to incorporate or reincorporate such church, they shall similarly determine the name of the incorporated church and the number of its trustees which shall be three, six or nine. Such member shall elect the number of trustees, decided upon, which trustees shall be not less than 18 years of age, and 2/3 of whom shall be full members of The United Methodist Church. One-third of such trustees shall be elected to hold office until the end of the annual conference year in which elected, 1/3 until the end of the next succeeding annual conference year, and 1/3 until the end of the second succeeding annual conference year.
Whenever a local church of The United Methodist Church shall have resolved to incorporate or reincorporate at a meeting held for such purpose, as provided by section 1 of this act, the duly elected trustees or appropriate officers elected by such trustees shall execute and acknowledge, before any person authorized to take acknowledgment of deeds, a certificate of incorporation setting forth:
a. The place and date of such meeting;
b. The name of the incorporated church and the municipality and county in which it is located;
c. The names and respective periods of office of the trustees elected;
d. A statement that the members of the corporation shall be the members of the charge conference of such church as constituted in accordance with the Discipline of The United Methodist Church;
e. A statement that the corporation shall support the doctrine, and it, and all its property, both real and personal shall be subject to the laws, usages, and ministerial appointments of The United Methodist Church as are now or shall be from time to time established, made, and declared by the lawful authority of The United Methodist Church; and
f. The approval of the district superintendent of that district of the annual conference in which such local church is located.
Upon the filing of such certificate in the office of the clerk of the county in which such local church is located and in the office of the Secretary of State, such local church shall be a corporation by the name stated in such certificate, and the persons therein stated to be the elected trustees of such incorporated local church shall be authorized to serve for the terms for which they were elected and until their successors have been duly elected and qualified.
Any society, conference, board, association or other organization connected with The United Methodist Church may incorporate, or if incorporated may reincorporate, in the following manner:
a. At least 10 days notice shall be given to the members stating that at a specified date, time and place a meeting will be held for the purpose of incorporating or reincorporating such organization, selecting a name therefor and electing trustees thereof to serve as directors of the corporation. Such notice shall be in writing and signed by at least 6 of such members.
b. If at such meeting the members present and voting shall determine by resolution to incorporate or reincorporate such organization, they shall similarly determine the name of the corporation, and the number and terms of office of the trustees. Such members shall elect the number of trustees so determined, and shall provide for the time and place of the annual corporate meeting at which the annual election of trustees will be held.
c. The duly elected trustees of such organization shall execute and acknowledge, before any person authorized to take acknowledgment of deeds, a certificate of incorporation setting forth the name of the corporation, the names of the trustees and their terms of office, and such other provisions as adopted by vote of the members at such meeting to govern the business of the corporation. Upon the filing of such certificate in the office of the Secretary of State such organization shall be a corporation by the name stated in such certificate.
Any local church of, or any other organization connected with, The United Methodist Church now or hereafter incorporated may alter or amend its certificate of incorporation in the same manner as provided by this act for the incorporation of a local church or of such other organization; provided, however, that the notice of meeting shall state the alterations or amendments to be considered; and provided further, that no alteration or amendment shall be inconsistent with the provisions of this act or the discipline of The United Methodist Church. Any such alteration or amendment shall become operative when an amended certificate of incorporation has been signed by the president or vice-president and secretary and acknowledged as in the case of deeds to real estate, and filed as provided by this act for an original certificate of incorporation.
The by-laws of any local church of, or of any other organization connected with, The United Methodist Church shall include the Discipline of The United Methodist Church as from time to time enacted, authorized, and declared by its general conference, and no other by-law shall be adopted inconsistent with the provisions of such Discipline.
An incorporated local church of, or other incorporated organization connected with, The United Methodist Church shall have such powers as may be granted to and provided for a religious corporation under the laws of this State.
The board of trustees of any local church of The United Methodist Church shall consist of three, six or nine members, as may be provided by the certificate of incorporation, each of whom shall be not less than 18 years of age, and at least 2/3 of whom shall be full members of The United Methodist Church. The members of the board of trustees shall be divided into three classes, each class having an equal number of members, and the terms of office of one class shall expire at the end of each annual conference year.
An election of trustees of a local church of The United Methodist Church shall be held annually at a meeting of the charge conference. Trustees shall be elected by the charge conference unless the charge conference shall have previously ordered that election shall be by the membership of the church. At least 10 days' notice of the time and place of meeting for election of trustees shall be given to the members of the church in writing or from the pulpit or in the weekly bulletin. Such notice shall be given by the pastor or the charge conference or the district superintendent, and shall state the names of those trustees whose successors are to be elected.
Trustees shall be elected to succeed those whose terms expire at the end of the annual conference year in which such meeting is held, and to fill a vacancy or vacancies in any other class which has occurred since the last annual election; provided, however, that a trustee may be elected to succeed himself. The persons elected shall take office at the beginning of the ensuing annual conference year, to serve for a term of 3 years or until their successors have been duly elected and qualified; but any trustee elected to fill a vacancy shall serve only for the term of such vacancy.
Any vacancy in the board of trustees of a local church of The United Methodist Church may be filled until the next annual election by the charge conference of such church at any regular or special meeting.
The trustees of an incorporated local church of The United Methodist Church shall be the directors of the corporation, and shall have the custody and control of all the temporalities and property belonging to the corporation, and shall administer the same in accordance with the Discipline, rules and usages of The United Methodist Church and with the provisions of law relating thereto. The trustees shall be responsible to the charge conference of such church, and shall annually report in writing to the charge conference upon those items required by the Discipline of The United Methodist Church. The trustees shall not prevent or interfere with the pastor or other duly authorized ministers of The United Methodist Church in the use of the property of such church for religious services or other proper meetings recognized by the Discipline and usage of The United Methodist Church.
Any 2 or more local churches of The United Methodist Church in this State may resolve to merge and become a single church in accordance with a plan of merger proposed by the charge conference of each of the merging churches. The terms and conditions of such plan shall be stated in a resolution of each such charge conference adopted by a majority vote of the members having a right to vote who are present at a meeting of said members. Such resolution, which shall include the name under which such merger shall take place, shall be submitted to a meeting of the members of each merging church, called by the pastor or the charge conference or the district superintendent, provided that not less than 10 days notice of each meeting and its main purpose shall be given to the members of each church in writing or from the pulpit or in the weekly bulletin.
If a majority of the members of each church having the right to vote, who are present and vote at such meetings, consent thereto, a certificate thereof shall be made, executed and verified by the chairman and secretary of each such meeting, and approved by the district superintendent or superintendents. The certificates as so executed, verified and approved on behalf of each of the merging churches shall be filed in the office of the clerk of the county or counties where such churches are located and in the office of the Secretary of State. Thereupon such churches shall be merged, and the merged church shall, by the name so adopted, be entitled to and invested with all the real and personal property, rights, powers, privileges and franchises belonging to each church so merging, subject to all its debts, obligations and liabilities.
Title to the church property of the merging churches shall be held in the trustees of the merged church elected in accordance with the provisions of this act.
Any real property owned by a local church of The United Methodist Church, or in which such local church has an interest, shall be held, used, kept and maintained by such local church subject to the Discipline and usage of The United Methodist Church as from time to time authorized and declared by the general conference and by the annual conference within whose bounds such property is located.
Any such real property may be sold, transferred or mortgaged by such local church only in accordance with the following procedure and conditions:
a. Notice of the proposed action, and the date, time and place of a meeting at which it is to be considered, shall be given to the members of such church in writing or from the pulpit or in the weekly bulletin at least 10 days prior to such meeting. Such notice shall be given by the pastor, the charge conference or the district superintendent.
b. A resolution authorizing the proposed action shall be presented to the charge conference of such church. If adopted, such resolution shall be presented for adoption by the members of such church; provided, however, that a vote by the members of the church shall not be required for the sale of property which was conveyed to such church for sale and use of the proceeds for a specific purpose.
c. Such resolution shall authorize and direct the board of trustees of such church to take all necessary steps to carry out the action authorized, and to cause to be executed any written instruments required therefor.
d. The board of trustees, at any regular or special meeting, shall take the action so directed and authorized, and adopt such resolutions as may be necessary or required by law.
e. Written consent to the proposed action by the pastor of such local church and the district superintendent shall be required, and shall be affixed to the instrument of sale, conveyance, transfer or mortgage.
The real estate on which a church building or parsonage of a local church of The United Methodist Church is located shall not be mortgaged or encumbered to provide for the current expense of such church, nor shall the principal of the proceeds of the sale of any such property be so used.
The written acknowledged consent by the appropriate district superintendent to any sale, conveyance or transfer of real property by a local church of, or by an organization connected with, The United Methodist Church shall constitute a release and discharge of such property from any right, title or interest of The United Methodist Church, and in the case of a mortgage such consent shall constitute a formal recognition of the priority of the mortgage lien, whether or not the deed of conveyance to such local church or organization contained a trust clause in favor of The United Methodist Church.
All real and personal property belonging to or held in trust for any local church of The United Methodist Church that has or shall become abandoned shall vest in and become the property of that annual conference of The United Methodist Church in which such local church was located.
A local church of The United Methodist Church shall be regarded as abandoned when its membership is so reduced that it has not sufficient members to fill its offices, and when it has ceased to hold its regular meetings and to keep its relation with any charge having regular connection with an annual conference of The United Methodist Church for a period of 2 consecutive years.
The annual conference of The United Methodist Church in which any such abandoned local church was located may, in pursuance of a resolution by it, sell the property of any such abandoned local church and convey the same to the purchaser by deed in its corporate name.
To be qualified to vote at a meeting of the charge conference, or at a meeting of the membership of a local church of, or organization connected with, The United Methodist Church, when such meeting is held for the purpose of incorporation, alteration or amendment of the certificate of incorporation, merger, election of trustees, or any action relating to the property of such church or organization, a person shall be a full member of such church or organization who is not less than 18 years of age. The presiding officer of any such meeting shall be the judge of the qualifications of voters, subject to appeal to the vote of the members present whose qualifications are not challenged. Such presiding officer shall receive the votes cast and declare the result of same.
Unless otherwise provided by this act, or by the certificate of incorporation or the bylaws of such local church or organization, elections and approval of actions shall be by a majority vote of the qualified voters present and voting. In elections of trustees a written individual ballot shall be used if so directed by vote of the members present, but cumulative voting shall be prohibited.
Any Christian congregation connected with the United Presbyterian Church in the United States of America, not having an incorporated board of trustees, may elect and incorporate a board of trustees in the following manner:
Any 7 or more members of the congregation, male or female, 21 years of age, may sign a written notice of a business meeting of the congregation to decide whether trustees shall be elected and incorporated, and to elect such trustees if so decided. The notice shall be conspicuously posted at the main entrance of the usual place of meeting for public worship at least 10 days previous to the date of the meeting mentioned in the notice. If, at such meeting, the congregation shall decide by resolution to elect and incorporate a board of trustees, they shall then by resolution determine the number of trustees to be elected, which number shall be 3 or any multiple of 3, and the name by which the incorporated board shall be known. Thereupon the congregation shall, by a plurality of the votes cast by those of its members, male or female, 21 years of age, who have within the 3 months next preceding contributed toward the support of the gospel in that congregation, elect, from such members, 1/3 of the whole number of trustees to serve until the first succeeding annual business meeting, 1/3 until the second succeeding annual business meeting, and 1/3 until the third succeeding annual business meeting, but a majority of the whole number of trustees shall at all times be members of the church in good and regular standing. At each succeeding annual business meeting of the congregation, successors of the class of trustees whose terms are then expiring shall be elected from such members of the congregation as aforesaid to serve until the third annual business meeting after the election of such successors.
Such board of trustees shall make, sign and seal a certificate of incorporation as soon as possible after the first election, setting forth:
a. The location of the usual place of meeting for public worship of the congregation;
b. The names of the trustees elected at the first election and their respective terms of office; and
c. The name chosen by the congregation by which the board of trustees shall be known.
This certificate shall be acknowledged by each trustee before such officer and in such manner as may be required by law for the acknowledgment of deeds of lands, a certificate of which acknowledgment shall be indorsed in writing on the certificate of incorporation by the officer taking the same. The certificate, so acknowledged, shall then be recorded in the office of the clerk of the county in which the congregation's usual place of meeting for public worship is located and shall then be filed and recorded in the office of the secretary of state, for which services the county clerk and the secretary of state shall be respectively entitled to the fees provided in section 22:2-19 and section 22:4-1 of the title Fees and Costs. Thereupon such board of trustees and their successors shall be a corporation by the name set forth in such certificate.
The congregation may, at any annual business meeting or at a special business meeting duly called for that purpose, adopt by-laws for the management of the temporal affairs of the congregation and the election of trustees, not inconsistent with this article.
Every such incorporated board of trustees may annually elect from their number a president and a secretary and may make and execute such contracts as the congregation by its by-laws or resolutions may from time to time authorize. Such board shall also have all the powers enumerated in section 16:1-4 of this title, except that no sale or conveyance of any real estate held by such trustees, or mortgage upon any real or personal property held by such trustees to secure bonds issued by them shall be made unless previously authorized by two-thirds of the votes cast at a duly called annual or special business meeting of the congregation.
In the exercise of any power necessary to the proper care of the property held for the uses of the congregation, such corporation shall be subject to such authority over the worship of the congregation, including the musical service, over the times and places of preaching the word of God and of all other religious services, and over the uses to which the church buildings and other properties may be put, as may be committed by the constitution of the United Presbyterian Church in the United States of America to the session of the church or to any other spiritual officers, and shall have no power to make by-laws or exercise any power with respect to matters so committed.
The persons entitled to vote at any annual or special business meeting of any congregation connected with the United Presbyterian Church in the United States of America shall be those members of the congregation who are 21 years of age and who contribute by regular payments at stated periods to the support and necessary expenses of the congregation in accordance with its rules. There shall be a list of such contributors, which shall be compiled and kept accurate by the treasurer of the board of trustees and a copy of which shall be furnished by him to the session of the church. Such list shall be the authoritative list of voters at every such meeting.
Any Christian congregation connected with the United Presbyterian Church in the United States of America, having an incorporated board of trustees, may change the number of such trustees in the following manner:
Written notice of the proposed change, authorized by the existing board of trustees or signed by at least 7 members of the congregation entitled to vote on the question, shall be conspicuously posted at the main entrance of the congregation's usual place of meeting for public worship, at least 10 days previous to the date of the annual business meeting at which it is intended to take action on the proposed change. At such meeting the congregation shall determine by by-law or resolution the number of trustees of which the board shall thereafter be composed, which number shall be 3 or any multiple of 3.
The congregation shall then elect, by a plurality of the votes cast by the members thereof having the qualifications provided in section 16:11-5 of this Title, the number of trustees so determined, which trustees and their successors shall be apportioned and hold office for the terms and have the qualifications of trustees as provided in section 16:11-1 of this Title. The terms of all trustees theretofore elected shall end as soon as their successors shall be elected, when any such change is made.
The president of the board of trustees may convene the board as occasion may require, and shall convene it on a written request signed by two members of the board.
The secretary of the board of trustees shall keep the minutes of the proceedings of the board in a book to be provided for that purpose, and shall have custody of the common seal of the board. He shall deliver the book of minutes and common seal to his successor in office upon demand.
A treasurer may be elected by a plurality of the votes cast by a congregation at its first business meeting for the election of trustees, or at any annual business meeting of the congregation, to serve until the next annual business meeting after his election. He shall be an ex-officio member of the board of trustees and shall:
a. Have charge of moneys of the congregation which are contributed or paid to the board of trustees for congregational uses, and shall keep a correct account of the receipts and disbursements of the same, separate from his private account and under his official title as "treasurer" ;
b. Render a statement in writing of the receipts and disbursements for the preceding year at each annual business meeting of the congregation, and from time to time render such other financial statements as shall be required by the congregation or the board of trustees; and
c. Be the custodian of all policies of insurance and securities of the board of trustees, and all books, papers and documents pertaining to the temporal affairs of the congregation, except the book of minutes of the proceedings of the board of trustees, which shall remain in the custody of the secretary of the board, and shall deliver them and the balance of moneys in his hands as such treasurer to his successor in office on demand.
If a treasurer is not elected by a congregation at its first business meeting for the election of trustees or at any annual business meeting thereof, such failure shall be construed as a preference by the congregation that the treasurer be elected by the board of trustees. In such case the trustees, at their first meeting thereafter, shall elect one of their own number, or any member of the congregation, treasurer, to serve until the next annual business meeting of the congregation, or, if no treasurer be then elected, until the first meeting of the board of trustees after such annual business meeting. The duties and powers of a treasurer elected by the trustees shall be the same as those of a treasurer elected by the congregation.
An auditing committee consisting of three persons shall be elected at the first business meeting of a congregation for the election of trustees and at each annual business meeting of the congregation. Such committee shall, within ten days previous to the next annual business meeting of the congregation, examine the accounts and vouchers of the treasurer, and report thereon at such meeting.
Whenever a vacancy shall occur in any board of trustees, the remaining trustees shall constitute the board until the vacancy is filled. The vacancy may be filled for the unexpired term either at a special business meeting of the congregation duly called for that purpose or at the next annual business meeting of the congregation. Whenever a vacancy shall occur in the office of president, the trustee of the board, senior in age, shall be president pro tempore, and the board shall elect one of its number to fill the vacancy for the unexpired term. A vacancy in the office of secretary or treasurer, or in the auditing committee, shall be filled by the board of trustees electing a person to fill the vacancy for the unexpired term.
Every annual business meeting of any such congregation shall be held at its usual place of meeting for public worship at such time as the congregation shall by by-law prescribe, or, if there be no such by-law, then at such time as the board of trustees shall by resolution prescribe. In either case the board of trustees shall cause a notice of the annual meeting to be conspicuously posted at the main entrance of the congregation's usual place of meeting for public worship, at least ten days previous to the date prescribed for the meeting. If the board of trustees fail to cause the notice to be posted ten days before the date prescribed for the annual meeting by any by-law of the congregation, or, if there be no such by-law and the board of trustees fail to cause the notice to be posted within one year and ten days after any annual business meeting shall have been held, then any seven members of the congregation entitled to vote thereat may sign and cause a notice of such annual meeting to be conspicuously posted at the main entrance of the congregation's usual place of meeting for public worship, at least ten days previous to the date of the meeting mentioned in their notice.
Every special business meeting of any such congregation shall be held at its usual place of meeting for public worship and may be called at any time by the board of trustees or by not less than 1/4 of the members of the congregation entitled to vote thereat, upon written notice of the time, place and object thereof. The notice shall be conspicuously posted at the main entrance of the congregation's usual place of meeting for public worship, at least 10 days prior to the date of the meeting mentioned in the notice. The business of such special meeting shall be limited to the object mentioned in the notice. Nothing in this section shall be construed as a limitation upon the power of the session of the church, or of any other spiritual officers, to call a congregational meeting at any time for any purpose authorized by the constitution of the United Presbyterian Church in the United States of America.
The minutes of the proceedings of the board of trustees and of all annual and special business meetings of the congregation, and a statement of the receipts and disbursements of the treasurer, shall at least annually, and as much oftener as may be required by the session of the church, be submitted to such session for review, for incorporation in its records, and for report to the higher judicatories of the church, according to the provisions of the constitution of the United Presbyterian Church in the United States of America.
Subject to reasonable regulations, any member of the board of trustees or congregation shall, upon application to the secretary or treasurer, be entitled to inspect and examine any of the policies of insurance, securities, books, papers and documents in the custody of either of such officers and to copy the same or make extracts therefrom.
Any presbytery in this State of the United Presbyterian Church in the United States of America, convened at a stated meeting in accordance with its usages, may, for the purpose of incorporation, elect, by ballot, from its members, 5 ministers and 5 ruling elders to be trustees of the same.
Such trustees shall adopt a name, shall certify such name under their hands and seals, and forthwith transmit such certificate to the Secretary of State, who shall forthwith record the same. Thereupon such trustees and their successors shall be a corporation by the name stated in such certificate, with the powers enumerated in section 16:1-4 of this Title, except that of paragraph "i" of said section.
The members of any presbytery, incorporated under section 16:11-18 of this title, may, at a stated meeting, elect by ballot, in the manner directed for the election of the first trustees, any trustee or trustees in place of those or any of those before elected. Such renewal shall not be less than one year after his or their election into office, unless it shall be to fill a vacancy caused by the death or resignation of any trustee or his moving out of the limits of such presbytery.
Such corporation may elect annually one of its own members to be president. He shall keep the minutes and enter the orders, acts and proceedings of the corporation in a book kept for that purpose, and shall have custody of the common seal and the papers, deeds, writings, documents and books of or relating to such corporation. He shall convene the corporation as occasion may require. In case of his absence for any cause, the office of president shall devolve on the senior trustee for the time being, who shall occupy the same until the return of the president or the election of another.
Any presbytery incorporated under this article, that shall desire to avail itself of any other statutory provisions relating to or providing for the incorporation of presbyteries in this state, may do so by a resolution of the board of trustees of such presbytery.
The president of such board of trustees shall make, under his hand and sealed with the seal of such presbytery, a certificate of such resolution and of the changes in organization or powers intended to be accomplished thereby, and of the acts, the provisions of which it is intended to take advantage, and shall have it recorded in the office of the secretary of state, for which service the secretary of state shall be entitled to receive the fees provided by section 22:4-1 of the title Fees and Costs.
Any presbytery incorporated under this article may, by a resolution approved by its board of trustees and by the presbytery, change the number of trustees to be thereafter elected and their respective terms of office, and make such provisions for the election of a president, a secretary and a treasurer of the board of trustees as may be deemed advisable by such board of trustees and presbytery.
A copy of such resolution, certified under the hand and seal of the president and secretary of the board of trustees and of the stated clerk of the presbytery, shall be recorded in the office of the secretary of state, for which service the secretary of state shall be entitled to receive the fees provided by section 22:4-1 of the title Fees and Costs.
When any presbytery in this State connected with the United Presbyterian Church in the United States of America heretofore has dissolved or hereafter dissolves any particular local church subject to the ecclesiastical jurisdiction of such presbytery, pursuant to the constitution, laws, usages or customs of the United Presbyterian Church in the United States of America, all the real and personal property of the particular local church and of the congregation connected therewith, whether held by an incorporated board of trustees or otherwise, shall thereupon vest in the trustees of such presbytery, provided the trustees are incorporated, in the same manner as the property was vested in the board of trustees or persons or body holding the same in trust for the particular local church and congregation.
The trustees of the presbytery may, under the direction of the presbytery, manage, sell, or otherwise freely dispose of the same, and shall apply the proceeds thereof in such manner as to the presbytery may seem best for religious uses and purposes within the territory over which the presbytery shall have ecclesiastical jurisdiction. Any sale or conveyance of such property made by such trustees shall be as good and effectual as if made by the board of trustees, persons or body formerly holding the same, and shall vest in the grantee all the right, title and interest in and to such property theretofore vested in the church and its trustees, or in the congregation connected therewith, or in the persons or body holding the same in trust for the particular local church and congregation.
A copy of any certificate required to be filed in the office of the secretary of state by any provision of this chapter, duly certified under the hand and official seal of the secretary of state, shall be received in evidence in any court.
Any congregation or parish of the Protestant Episcopal Church in this State, duly organized in accordance with the constitution and canons of such church, may incorporate in the following manner:
A meeting shall be called by notice, designating the time and place of such meeting and the object for which it is called, signed by the minister, if there be one, and five members of full age, and read during public service at the usual place of worship, on the two successive Sundays next preceding. At such meeting only those persons who are qualified in accordance with the constitution and canons of the Protestant Episcopal Church in the diocese in which the parish is located shall be entitled to vote or act as officers. Five qualified voters shall constitute a quorum, and all questions shall be decided by a majority vote of those present. The minister shall preside at the meeting, but if the minister is absent, or if there be no minister in charge of the congregation, another person shall be chosen to act as chairperson. The presiding officer shall be the judge of the qualification of voters, shall receive the votes and declare the result. A secretary shall be chosen to record the proceedings.
The meeting shall determine by ballot whether the congregation shall become incorporated, and if so determined, the meeting shall determine further:
a. The corporate title, which shall be in the form as follows:
"The Rector, Wardens and Vestry of ...... Church in ............";
b. The date of the annual meeting, which shall not be inconsistent with the constitution, canons or laws of such church; and
c. The number of vestrymembers, which shall be three, six, nine, or 12.
The meeting shall then elect, by ballot, two wardens, one to hold office until the first annual meeting, and the other to hold office until the second annual meeting thereafter. The number of vestrymembers determined upon shall be elected in like manner, one-third to hold office until the first annual meeting, one-third until the second annual meeting, and one-third until the third annual meeting thereafter.
A certificate shall be executed, under the hands and seals of the chairperson and secretary of the meeting and acknowledged or proved in the same manner as deeds of real estate, setting forth:
a. That the meeting was called and organized as provided in R.S.16:12-1;
b. The name assumed as the corporate title;
c. The day fixed for the annual meeting;
d. The number of vestrymembers; and
e. The names of the persons elected as wardens and vestrymembers and their terms of office.
The certificate shall be filed and recorded forthwith in the office of the clerk of the county in which the parish is located, whereupon such wardens and vestrymembers, together with the rector, shall be a corporation, and shall constitute the trustees and the vestry of the parish.
Any parish of the Protestant Episcopal Church, duly incorporated hereunder or under any other law or charter or letters patent, notwithstanding any restriction contained in its charter, letters patent, act of incorporation, or certificate of organization, shall have all the powers enumerated in section 16:1-4 of this title except as hereinafter specifically provided.
No sale, conveyance or mortgage of any real estate other than burial lots in churchyards or cemeteries, and no lease for a longer term than one year shall be made by such corporation without the previous written consent of the bishop and a majority of the standing committee of the diocese within which the corporation is located, or in case of a vacancy in the office of bishop, or of the bishop's absence from the diocese, then of a majority of the standing committee. Such consent shall be acknowledged or proved and recorded with the deed, lease, mortgage or instrument of conveyance. Without such consent the sale, conveyance, mortgage or lease shall be void.
By-laws made by any such corporation shall be consistent with law and with the constitution and laws of the Protestant Episcopal Church.
The rector shall be a member and the presiding officer of every such corporation, but if there be no rector, the wardens and vestrymembers shall constitute the corporation, and one of the wardens shall be elected the presiding officer. A clerk or secretary, who shall be one of the vestrymembers, and a treasurer shall be elected annually by the vestry, in such manner and subject to such restrictions as may be provided by the by-laws.
When a vacancy shall occur in the office of rector, in any manner whatsoever, the wardens and vestrymembers, two-thirds of them concurring in the choice, may, subject to the constitution and canons of the Protestant Episcopal Church in the United States, and of the diocese in which the parish is located, choose some fit person, duly qualified, to be rector of the parish.
Meetings of the vestry shall be called on at least twenty-four hours' notice by:
a. The rector at any time;
b. The wardens, if there is no rector, or if the rector is absent from the diocese for three calendar months, or is incapable of acting, or if the rector has refused to call the meeting within one week after the receipt of a request signed by a majority of the members of the vestry; or
c. A majority of the members of the vestry, in case of failure of the wardens to call such meeting within one week after the receipt of such request.
To constitute a quorum of the vestry there must be present either:
a. The rector, one of the wardens and a majority of the vestrymembers; or
b. The rector, both wardens and one less than a majority of the vestrymembers; or
c. The rector and two-thirds of the vestrymembers; or
d. If the rector is absent from the diocese, or is incapable of acting, and shall have been so absent or incapable for more than three calendar months, or if the meeting is called by the rector and the rector is absent therefrom, or if the meeting is called by the wardens or vestrymembers and the rector is absent therefrom, one warden and a majority of the vestrymembers, or both wardens and one less than a majority of the vestrymembers.
If there is a rector called to or settled in the parish, no action shall be taken in the rector's absence, relating to or affecting the personal or exclusive rights of the rector, or the alienation of the capital or principal of any investments held by the corporation, or the sale of its real estate, or the encumbrance thereof, except as may be necessary for ordinary repairs.
The annual election of any such parish shall be held on such day as may be designated in its certificate of incorporation, if consistent with the constitution, canons or laws of such church. Notice of the time and place of the annual election shall be given by advertisement set up in open view at the door of the church or usual place of worship, 10 days prior to the election and shall also be read by the rector or officiating minister on the two Sundays next preceding the election, in time of public service.
The rector shall preside, with the right to vote, or if the rector is absent or if no rector is settled in the parish, the meeting shall choose one of the wardens, or if neither of the wardens is present, one of the vestrymembers, or if no vestrymember is present, then some duly qualified voter to act as chairperson. The secretary of the vestry, or in the secretary's absence a person appointed by the chairperson, shall enter the proceedings in the minute book of the vestry, and shall sign the same together with the chairperson. The qualifications for voters, and for such officers as may be elected by the meeting, shall be as provided from time to time by the constitution and canons of the Protestant Episcopal Church in the diocese in which the parish is located; provided, however, that, at any annual parish meeting held for the election of wardens or vestrymembers, a by-law may be adopted providing that no wardens or vestrymembers who have been duly elected at any parish meeting may succeed themselves, which by-law shall remain in full force and effect until repealed at a subsequent annual parish meeting. The chairperson shall be the judge of the qualifications of the voters, shall receive the votes and declare the result. The election shall be by ballot, and the polls shall remain open for one-half hour, and for such longer time as may be required to receive the ballots of the persons present and ready to vote. Three persons shall constitute a quorum. In case of failure to elect on the first ballot the required number of wardens or vestrymembers to be elected at the meeting, one or more further ballots shall be taken in the same manner.
At each annual election of any such parish incorporated after March twentieth, one thousand nine hundred and one, one warden shall be elected to hold office for two years, or until a successor is chosen, and one-third of the total number of vestrymembers shall be elected to hold office for three years, or until their successors are chosen, and of any such parish incorporated prior to March twentieth, one thousand nine hundred and one, both wardens and all the vestrymembers may be elected to hold office for one year, or until their successors are chosen, or one warden shall be elected to hold office for two years or until a successor is chosen and one-third of the total number of vestrymembers shall be elected to hold office for three years, or until their successors are chosen, notwithstanding any provisions in the charters or certificates of incorporation of any such parishes, congregations, societies or churches.
In the event of a vacancy in the office of warden or vestrymember caused by the failure of any candidate to receive a majority of the votes cast, the vacancy shall be filled at a special meeting of the parish, called forthwith and conducted as hereinafter provided. In the event of a vacancy caused by the death, resignation, removal, incapacity, refusal or neglect for six months of any duly elected warden or vestrymember to serve in such capacity, the vacancy may be filled by the vestry until the next annual meeting.
Special meetings of the parish for any of the purposes provided in this article may be called by the rector at any time, or if there be no rector, by the wardens, upon the same notice as prescribed in R.S.16:12-10. The notice shall specify the object for which the meeting is called, and no vote shall be taken upon any question not specified in the notice. Special meetings shall be conducted in the same manner as the meetings for the annual election, but the votes may be counted and declared forthwith upon any question except the election of wardens and vestrymembers.
Any parish of the Protestant Episcopal Church, however incorporated, may change its corporate title, the number of its vestrymembers, the terms of office of its wardens and vestrymembers, or the date of its annual meeting. Such changes shall in all respects conform to the requirements of this article, and shall be made in the following manner:
A meeting of the vestry shall be called and held in the manner provided by R.S.16:12-8 and R.S.16:12-9, except that at least one week's notice, stating the object thereof, shall be given to each member. If the vestry, by a two-thirds vote of all the members thereof, shall recommend such change or changes, a special parish meeting shall be called in the manner provided by R.S.16:12-13. If the meeting of the parish shall ratify the recommendations of the vestry by a two-thirds vote of those present balloting separately upon each proposed change, then a certificate shall be executed by the rector and secretary, in the same manner as provided in R.S.16:12-2 for the execution of the certificate of incorporation, and shall be immediately filed and recorded in the office of the clerk of the county in which the parish is located, whereupon the change shall take effect.
Two or more incorporated parishes of such church may consolidate and become one parish in the following manner:
A meeting of the vestry of each parish may be called by the rector or wardens upon one week's notice to each member. If each vestry shall determine by a vote of three-fourths of all the members thereof that such consolidation is advisable, a further resolution shall be adopted by a like vote, requesting the consent of the bishop and standing committee of the diocese in which the parishes are located. Such consent shall be given in writing, signed by the bishop and a majority of the standing committee, and acknowledged or proved in the same manner as deeds of real estate.
A special meeting of the congregation of each parish shall then be called and conducted in the manner provided in R.S.16:12-13. Each meeting shall determine by a vote of three-fourths of those present balloting separately upon each question:
a. Whether such consolidation is advisable, and, if the determination is favorable; then
b. Whether the consolidated parish shall act under the charter of one of the consolidated parishes, or under a new certificate of organization;
c. The corporate title of the consolidated parish, which may be identical with the name of the parish whose charter has been adopted. If no such charter is adopted, or if any change is made in the corporate title, it shall be in the form provided in R.S.16:12-1;
d. The date of the annual meeting, which shall not be inconsistent with the constitution, canons or laws of such church;
e. The number of vestrymembers, which shall be identical with the number fixed by the charter adopted, or if any change is made, shall be three, six or nine; and
f. The wardens and vestrymembers, who shall be chosen either in accordance with the provisions of the charter adopted, or as hereinbefore provided for new parishes.
A certificate shall then be made by the rector and secretary of each parish, and executed and acknowledged in accordance with R.S.16:12-2, setting forth:
a. The meeting and action of the vestry;
b. That the bishop and a majority of the standing committee have consented; and
c. The meeting of the congregation, and its action upon the questions required to be determined.
All such certificates, and the written consent of the bishop and standing committee, shall be forthwith filed and recorded together in the offices of the clerks of the counties in which the parishes are located. Thereupon the consolidated parish shall immediately become vested with all the temporalities and real and personal property of the parishes so consolidated.
If and when the convention of said church which has ecclesiastical jurisdiction over a parish shall determine that regular church services are no longer maintained by such parish, or that the parish no longer elects wardens and a vestry in accordance with its certificate of incorporation, said convention may declare such parish extinct, and thereupon the corporation having title to the property of said parish shall be thereby dissolved and the property of said parish and all rights and interest of said parish pertaining to property shall vest in the corporation organized to hold in trust property under the control of said convention, in trust, for the same religious purposes and with the power of disposition and sale to the same extent as the same vested or would have vested in the corporation having title to the property of said parish before it became extinct; provided, however, that this act shall not affect the reversionary interest of any person or persons in such property. Said property and the income therefrom and the proceeds of sale thereof shall be applied to religious and charitable uses connected with the church, and the convention may direct the use to which the same or any part thereof shall be applied, and may direct the transfer thereof or any part thereof to any incorporated parish or other corporation, the funds of which are devoted to carrying on any of the objects or purposes of said church in said diocese. If and when the convention of said church shall make such determination and declare a parish extinct, a certificate of such action by the convention under the seal of the convention, signed by the bishop or other officer who presided at the meeting of the convention at which such action was taken and attested by the secretary of said convention and duly acknowledged, shall be filed and recorded in the office of the county clerk of the county where the certificate of incorporation of said parish has been filed, or where such extinct parish is located.
The word "parish" when used in this chapter shall be construed to be equivalent to "congregation" whenever necessary to carry out the object and intent of the chapter.
When any diocese now or hereafter created in this State under and by virtue of the authority of the general convention of the Protestant Episcopal Church in the United States of America shall desire to incorporate, the convention of the diocese may, at any regular meeting thereof, in which a majority of the parishes belonging thereto are represented by both clerical and lay deputies, declare their desire and intention to become such corporation by resolution. A copy of such resolution, together with a certificate stating the name of such diocese and the name of its president, secretary and standing committee, which shall consist of not less than four clerical and four lay members, duly signed by such president and secretary in the presence of one of the judges of the Superior Court or one of the justices of the Supreme Court, shall be filed in the office of the Secretary of State. Thereupon such convention shall be a corporation by the name or title stated in such certificate.
Such corporation shall have all the powers enumerated in section 16:1-4 of this title, except the power stated in paragraph "i" of said section.
All the estate and property of such diocese shall be vested in and managed by such corporation, which may also take and hold by gift, grant, devise, bequest or otherwise, any property in trust for religious, ecclesiastical, charitable or educational objects, appertaining to or under the control of the convention or other ecclesiastical authority of the Protestant Episcopal Church in the diocese, and may carry out the objects of such trust, if consistent with the constitution, canons or laws of such church.
The corporation may appoint or elect as trustees, in such manner as may be determined, not less that five discreet persons, who are members of the Protestant Episcopal Church, and citizens of this state, residing within the limits of the diocese. A certificate, under the hand and seal of the president and secretary of the convention, stating the corporate name selected for such trustees and also the names of such trustees, shall be filed in the office of the secretary of state. Thereupon such trustees and their successors shall be a corporation, under the name and title so certified, with the powers enumerated in section 16:1-4 of this title, except the power stated in paragraph "i" of said section.
Such trustees shall have the management and care of any fund already existing, or which may hereafter be contributed, acquired or received, and any accumulations thereof, for the support of the episcopate of the diocese, and the appropriation of the income of the fund for that purpose, according to the direction to be from time to time given by the convention of the diocese. Such trustees may also take and hold by gift, grant, devise, bequest, or otherwise, any property, funds or securities of any kind in trust for religious, ecclesiastical, charitable or educational purposes, appertaining to or under the control of the convention or other ecclesiastical authority of the diocese, and may carry out the objects of such trust, if consistent with the constitution, canons or laws of such church.
Such trustees shall present to each regular diocesan convention a statement of their proceedings, exhibiting the condition of the fund, together with an account of their receipts and disbursements. They may provide by laws for the removal of a trustee for good cause, and, on such removal, may declare the place vacant. Any vacancy in the office of trustee whether the same occur by death, resignation or removal of a trustee may be filled by the trustees until the next regular meeting of such convention. The convention shall permanently fill all vacancies existing in the trustees.
When any diocese of the Protestant Episcopal Church in the United States of America within the state of New Jersey, has been or shall be divided into two or more dioceses, the body of trustees holding in trust or having control of the fund for the support of the bishop of such original or dividing diocese may make such division of all property as agreed upon by the original and the new diocese, whether after or in prospect of such division, and may assign, transfer and set over the same to such trustees as may be appointed for such new diocese, to hold to them and their successors for the trusts imposed upon them. If such division is made, all trusts in relation to the securities thereby conveyed, incumbent upon the former trustees, shall cease and be discharged.
The incorporated convention of any diocese of the Protestant Episcopal Church may, by resolution at any regular meeting thereof, change the corporate name of the diocese or the corporate name of any or all boards of trustees selected by them, that have been or shall become incorporated. Such change shall take effect upon filing in the office of the Secretary of State a copy of the resolution, certified by the president and secretary of the convention, under their hands and seals, and acknowledged by them.
After such change of name such corporations shall respectively hold, convey and administer, under and by their new name, all the property, estates, trusts, rights, privileges and franchises which they had under their former name, and may receive, hold, convey and administer all estates, gifts, bequests, devises, conveyances and trusts given or made to them by their new name or any former name, as fully and to the same intent as if such name had not been changed and such estates, gifts, bequests, devises, conveyances and trusts had been given or made to them by their former name.
Such change of name shall not impair any legal liability or obligation of or to such corporations.
The Diocesan Convention of any Diocese of the Protestant Episcopal Church within the State of New Jersey may, by canon or by-law, establish a common trust fund for the purpose of furnishing investments to itself and to any trustees, incorporated or unincorporated, holding funds for the benefit of the missionary, religious, benevolent, charitable or educational purposes of said Diocese and to any church, parish, congregation, society, chapel or mission of, or connected with the Protestant Episcopal Church in said Diocese, whether said funds are held as fiduciary or otherwise.
Notwithstanding the provisions of any other law of this State in any way limiting the right of said trustees, parishes, congregations, societies, chapels or missions as fiduciaries or otherwise, to invest funds held by them, it shall be lawful for said trustees, parishes, congregations, societies, chapels or missions as fiduciaries or otherwise, to invest any or all of their funds in shares of or interests in such common trust fund; provided, that in case of funds held as fiduciary, such investment is not prohibited by the provisions of the will, deed, or other instrument creating such fiduciary relationship.
Said common trust fund, shall be designated as the Diocesan Investment Trust of the Diocese of (name of Diocese) and shall be under the management and control of trustees who shall be elected as provided by the canons or by-laws of the Diocesan Convention of the Diocese in which said investment trust fund is created. The trustees of said fund, and their successors, shall be incorporated by filing a certificate under the hand and seal of the president and secretary of the convention stating the corporate name, as aforesaid, and also the names of such trustees, in the office of the Secretary of State and, thereupon, such trustees and their successors shall be a corporation under the name and title so certified with the following powers:
a. Have perpetual succession as such corporation;
b. Sue and be sued, plead and be impleaded in any court;
c. Adopt and use a common seal and alter and renew the same at pleasure;
d. Appoint and employ such officers, agents, employees, advisers, banks and trust companies as may be necessary in the proper management of said trust and fix their compensation;
e. Make by-laws and rules consistent with law, for the regulation and management of its affairs, properties and institutions;
f. Acquire, purchase, receive, have and hold and take by devise, bequest or gift without limit, real and personal property of all kinds, church edifices, schoolhouses, college buildings, parsonages, sisters' houses, hospitals, orphan asylums, and all other kinds of religious, ecclesiastical, educational and charitable institutions, and the lands whereon the same are or may be erected, and cemeteries or burial places, and any real estate suitable for any or all of said purposes;
g. Lease, grant, sell and dispose of all or any part of such property;
h. Borrow money for the purposes of the corporation, and give bonds and mortgages therefor on any part of its property;
i. Exercise any corporate powers necessary and proper for the carrying out of the above-enumerated powers and the purposes of the corporation and its institutions.
The corporation is authorized to retain in its absolute discretion and for such period as to the said trustees shall seem advisable any and all investments and other properties which may be entrusted to it by any of the said trustees, parishes, congregations, societies, chapels or missions.
The corporation is also authorized to change investments and properties and to invest and reinvest all or any part of the fund in such securities, investments, or other property as to the said trustees shall seem advisable without being restricted to those classes of securities which are lawful for the investment of trust funds under the laws of this State.
The corporation shall pay ratably among the holders of shares or interests then outstanding, annually, or, in the discretion of said trustees, more frequently, dividends which shall approximately equal in each fiscal year, the net income of the trust, after establishing such reserves as they may deem advisable.
As used in this chapter, "Reformed" congregation, church or society means and includes those which were formerly designated by the name "Reformed Dutch" congregation, church or society. The minister or ministers, elders and deacons, for the time being, or if there be no minister or ministers, the elders and deacons, for the time being, of every Reformed congregation, shall be trustees of the same and become a corporation by the name such trustees shall assume, in the following manner:
Such trustees shall certify the name they assume under their hands and seals, and transmit the certificate to the clerk of the county, who shall forthwith record the same, for which service he shall be entitled to receive the fee provided in section 22:2-19 of the title Fees and Costs. Thereupon the trustees shall be a corporation by the name and title stated in such certificate.
Such trustees shall have all the powers enumerated in section 16:1-4 of this title, except that no deed or instrument of conveyance of real estate shall be good and effectual unless it is sealed with the common seal and signed by a majority of the members of such corporation.
Every minister, elder or deacon shall continue in office as such trustee until another person shall be duly elected, appointed or called in his stead, according to the manner, usages and customs of the Reformed Church. If any dispute shall arise respecting the validity of the election, appointment or call of the trustees, such dispute shall be referred, for final decision, to the superior church judicature, to which the congregation is subordinate, according to the customs and constitution of the Reformed Church.
The president of such corporation shall be the person who is, according to the usage and custom of the Reformed Church, ordinarily to preside at the meeting of the ministers, elders and deacons of such congregation. He may convene the corporation as occasion may require, and shall convene the same at the request of any two or more members, in such manner and under such regulations as the corporation shall from time to time direct.
The corporation may, from time to time, appoint a fit person belonging to such congregation, who shall keep the minutes, and enter the orders, acts and proceedings of the corporation, in a book to be kept for that purpose, have custody of the common seal and the papers, deeds, writings, documents and books of or relating to such corporation, and who shall deliver the same, when demanded, to the corporation, under such pecuniary penalty as it shall have previously fixed and ordained.
Every person of the congregation who regularly contributes to the support of the gospel in the congregation, shall have free access to all the papers, deeds, writings, minutes, documents and books, of or belonging to the corporation.
The proceedings, orders and acts of a majority of all the members of the corporation, but not of a less number, shall be valid and effectual. No member shall be allowed to vote on any matter which immediately affects himself, his private interest or emolument.
The trustees of any Reformed congregation, by whatever name incorporated, may renounce or forego the charter or act by which they were incorporated and their name, by writing under their hands and seals and recorded with the county clerk, if the ministers, elders and deacons, or elders and deacons of the congregation, as the case may require, incorporate themselves pursuant to this chapter. Upon such incorporation and recording of such writing, their former incorporation shall cease and be dissolved, and all the real and personal property shall vest in the corporation formed under this chapter, the trustees of which shall be the legal successors in office to those of the former corporation and liable to their debts.
Where two or more Reformed congregations, which have been united into one corporation, shall disunite by renouncing or foregoing their former incorporation, and each or any of them shall incorporate under this chapter, the real and personal property that belongs to each of such congregations, separately considered, shall be and remain in the possession of the corporation of that particular church to which such property rightfully belongs. All real and personal property acquired by the congregations during their union as a body politic, shall be divided between them in such manner as shall be agreed upon by the trustees of the corporation.
The trustees of any two or more Reformed congregations, by whatever name known in their charters or acts of incorporation, may form one joint corporation in the following manner:
Such trustees shall renounce or forego their separate charters or acts of incorporation by mutual consent in writing, under their hands and seals, which writing shall signify their intention to become one joint corporation and shall be recorded in the office of the county clerk. Such trustees shall also form themselves into one corporation in accordance with this chapter. Upon recording such writing, and after such joint incorporation, the former separate corporations shall cease and be dissolved, and all real and personal property held by them separately, shall vest in the trustees of the joint corporation, which trustees shall be the legal successors in office of the former separate bodies, and be liable to their debts.
The provisions of this chapter and of former acts of the legislature relating to the incorporation of trustees of religious societies applying to Reformed or Reformed Dutch churches shall extend and apply to the religious societies or congregations of this state known as True Reformed Dutch churches or Christian Reformed churches, and all proceedings taken before March eleventh, one thousand eight hundred and ninety-two, by the True Reformed Dutch churches or Christian Reformed churches, to incorporate themselves and to exercise corporate powers, under and in accordance with said provisions are hereby validated and confirmed.
The rights and customs of the Reformed Church in America to conduct their affairs and to convey or mortgage their property by a majority vote of their consistory are hereby confirmed. Any law passed before March nineteenth, one thousand nine hundred, requiring the reference of such matters to a vote of the congregation shall not apply to the Reformed Church of America.
The provisions of sections 16:1-1, 16:1-2, 16:1-9, 16:1-13, 16:1-14, 16:1-15 and 16:1-16 of this title shall not be construed to extend to or affect the Reformed churches of this state.
All real and personal property belonging to or held in trust for any Reformed church in America or any Reformed religious society in America that has or shall become extinct shall vest in and become the property of the classis having ecclesiastical jurisdiction over the same, its successors and assigns. This section shall not affect the reversionary interest of any person in such property or any valid lien thereon.
Any Reformed church in America or Reformed religious society in America, in this State, which has ceased or failed to maintain religious worship or services, or to use its property for religious worship or services, according to the tenets, usages and customs of Reformed churches in America in this State, for two consecutive years, or whose membership has so diminished in numbers, or in financial strength as to render it impossible or impracticable for such church or society to maintain religious worship or services, or to protect its property from exposure, waste and dilapidation, or to fulfill the purpose for which it was incorporated, shall be deemed and taken to be extinct, and may be so declared and thereupon dissolved by a civil action brought in the Superior Court. The court may proceed in the action in a summary manner or otherwise. The property of such church or society, or property which may be held in trust for such church or society may be transferred to and the title and possession thereof vested in the particular classis having ecclesiastical jurisdiction over the same.
Such an action may be brought by any member or officer of such classis having ecclesiastical jurisdiction over the same, when duly authorized by the classis. If necessary or proper so to do, for any of the causes mentioned in section 16:13-15 of this Title, the court shall declare such church or society extinct, dissolving the same and transferring to and vesting in the classis having such ecclesiastical jurisdiction, any property and the title and possession thereof, which may belong to the church or society, or which may be held in trust for it, in as full and ample a manner as the same shall theretofore have been vested in the consistory or persons or body holding the same in trust for such church, society and congregation.
Such classis may manage, sell or otherwise freely dispose of such property and apply the proceeds of any sale, in such manner as to it may seem best for religious uses and purposes within the territory over which it has ecclesiastical jurisdiction. If such property is sold by the classis, the sale or conveyance shall be as good and effectual as though made by the consistory, persons or body formerly holding the same, and shall vest in the grantee all the right, title and interest in and to such property theretofore vested in the church and its trustees, or in the congregation connected therewith, or in the persons or body holding the same in trust for the church, society and congregation.
So much of Rev.1877, p. 962, s.s. 27 to 37 (C.S. p. 4318, s.s. 27 to 37), entitled "An act to incorporate trustees of religious societies," approved April ninth, one thousand eight hundred and seventy-five, as relates to the Reformed Episcopal Church, saved from repeal. [These sections provide for the incorporation, powers, offices and reincorporation of the Reformed Episcopal Church.]
Any Roman Catholic church or congregation in this state may incorporate in the following manner:
The Roman Catholic bishop of the diocese in which the church or congregation is located, the vicar-general of the diocese, or, during a vacancy in such offices, the administrator of the diocese for the time being, and the pastor of the church or congregation for the time being, or a majority of them, may elect two lay members of the church or congregation, and may with such laymen, sign a certificate setting forth the name by which they and their successors shall be known and distinguished as a corporation. They shall transmit the certificate to the clerk of the county in which the church or congregation is located, who shall forthwith file and record the same, for which service he shall be entitled to receive the fee provided in section 22:2-19 of the title Fees and Costs. Thereupon the church or congregation shall be a corporation by such name or title.
The persons so signing the certificate shall be the trustees of the corporation, and they and their successors shall, by such name of incorporation, have all the powers enumerated in section 16:1-4 of this title.
The successor in office for the time being of such bishop, vicar-general and pastor, respectively, shall by virtue of his office be the trustee of such church or congregation in place of his predecessor. The lay members shall hold office for one year, and the office of any such layman shall become vacant by his removal out of the limits of such church or congregation. When the office of any such layman becomes vacant in any manner whatsoever the vacancy shall be filled by appointment in the manner provided for the selection of the original lay members of such board of trustees.
Such corporation may elect annually, or oftener if necessary or expedient, one of their own members to be president. The president shall keep the minutes and enter the orders, acts and proceedings of the corporation in a book to be kept for that purpose, shall have custody of the common seal and the papers, documents, deeds, writings and books of or relating to the corporation, and may convene the corporation as occasion may require.
The proceedings, orders and acts of a majority of all the members of such corporation, but not of a less number, upon receiving the sanction of the bishop, or in his absence, the vicar-general, or in case of a vacancy in that office, the administrator of the diocese for the time being, shall be valid and effectual.
If any corporation created under or by virtue of the provisions of this article shall be dissolved by failure to continue the succession of its trustees, it may be revived and the church or congregation reincorporated under this article, in the manner herein prescribed, at any time within six years from the date of such dissolution. Thereupon all the real and personal property belonging to the dissolved corporation at the time of its dissolution shall vest in the new corporation.
Any religious association incorporated under or by virtue of any law of this state may organize under this article. Upon filing a certificate according to section 16:15-1 of this title, together with a certificate signed by the trustees of the association, consenting to such organization, all the right, title and interest of the association in any real or personal property and all its franchises and chartered rights shall be vested in the corporation so created, subject to all legal liabilities of the association, and the original incorporation of the association shall be null and void.
The rights and customs of any Roman Catholic church corporation, incorporated under the provisions of this title, to conduct its affairs and convey or mortgage its property through a board of trustees shall not be affected by any statute passed prior to May tenth, one thousand nine hundred and seven, requiring the reference of such matters to a vote of the congregation, and any conveyance or mortgage made prior to May tenth, one thousand nine hundred and seven, by any such corporation is hereby confirmed and declared to be valid notwithstanding the same has not been submitted to a vote of the congregation.
Any Roman Catholic diocese in this state may incorporate in the following manner:
The Roman Catholic bishop of any such diocese, the vicar-general of such diocese, or during a vacancy in such offices, the administrator of the diocese for the time being, and the chancellor of such diocese, or a majority of them, may elect two priests from the Roman Catholic priesthood of the diocese, and may, with such two priests, execute and acknowledge a certificate of incorporation, setting forth the name by which they and their successors shall be known and distinguished as a corporation. They shall file and record the certificate in the office of the secretary of state and a copy thereof in the office of the clerk of the county in which such diocese has its principal office, for which services the secretary of state and the county clerk shall be entitled respectively to the fees provided in section 22:4-1 and section 22:2-19 of the title Fees and Costs. Thereupon such diocese shall be a corporation by such name or title.
The bishop, vicar-general, or administrator, as the case may be, and the chancellor of such diocese, together with the two priests elected as aforesaid, shall be the first trustees of such corporation. Such two priests shall hold office for one year, and until their successors are appointed in the manner provided in section 16:15-9 of this title, but shall be trustees only while in good standing, according to the statutes of such diocese and the canons of the Roman Catholic Church, and approved by the bishop, or in his absence by the vicar-general or by such administrator. The office of either of such priests shall become vacant by his removal out of such diocese, or in the discretion and on the direction of the bishop. The successor in office for the time being of such bishop, vicar-general or administrator and such chancellor, respectively, shall, by virtue of his office, be a trustee of such corporation in place of his predecessor.
Such first trustees and their successors shall, by such name of incorporation, be able and capable unlimitedly to:
Acquire, purchase, receive, erect, have, hold and use leases, legacies, devises, donations, moneys, goods and chattels of all kinds, church edifices, schoolhouses, college buildings, seminaries, parsonages, sisters' houses, hospitals, orphan asylums, reformatories and all other kinds of religious, ecclesiastical, educational and charitable institutions, and the lands whereon the same are, or may be erected, and cemeteries or burying places and any lands, tenements and hereditaments suitable for any or all of said purposes, in any place or places in any such diocese; and the same or any part thereof, to lease, sell, grant, assign, demise, alien and dispose of;
Sue and be sued;
Adopt and use a common seal, and alter the same;
Have perpetual succession;
Make by-laws and rules not inconsistent with the laws of this State, or of the United States, for the regulation and management of their affairs, properties and institutions;
Appoint such officers, agents and employees as they may require for the properties, institutions and business of the corporation;
Borrow money from time to time for the purposes of the corporation, and to give bonds and mortgages therefor on any part or parts of its properties;
Aid and assist such of the parishes in said diocese, or any of the institutions in such parishes, as said corporation may deem fit;
Aid and assist students pursuing their studies for the priesthood, and to aid and assist in the maintenance of the priesthood of such diocese, in accordance with the statutes of the diocese and the canons of the Roman Catholic Church;
Have the general management, direction and control of all the civil and temporal affairs of such diocese;
Exercise any corporate powers necessary and proper to the carrying out of the above-enumerated powers, and to the carrying out of the purposes of such corporation and its institutions.
The bishop of such diocese shall, by virtue of his office, be the president and treasurer of the corporation, unless the board of trustees otherwise order unanimously. He shall have custody of the common seal, papers, documents, deeds, writings and books of or relating to the corporation, and may convene the trustees as occasion may require.
The corporation may elect annually, or at such periods as it may deem fit, one of its trustees to be the secretary, who shall keep the minutes and enter the orders, acts and proceedings of the corporation in a book kept for that purpose.
The proceedings, orders, acts, contracts or obligations of a majority of all the members of the corporation, but not of a less number, upon receiving the written sanction of the bishop, or in his absence, the vicar-general, or in case of a vacancy in their office, such administrator, shall be valid and effectual.
Any corporation created under this article shall not be dissolved by failure to continue the succession of trustees thereof at any time specified for the election of any such trustees.
Any diocesan or other religious organization incorporated under and by virtue of any law of this state, may organize under this article. Upon filing a certificate according to section 16:15-9 of this title, together with a certificate signed by the trustees of such existing association consenting to such organization, all the right, title and interest of such association in any real or personal property, and all its franchises and charter rights, shall be vested in such corporation, subject to all legal disabilities of such association, and the original incorporation of the association shall then be null and void.
Nothing contained in this article shall be construed to interfere with or affect:
a. Any Roman Catholic diocesan corporation incorporated under an act entitled "An act to incorporate associations not for pecuniary profit," approved April twenty-first, one thousand eight hundred and ninety-eight, or any of the acts amendatory thereof or supplemental thereto, or which may hereafter be incorporated under Title 15, Corporations and Associations Not for Profit.
b. Any Roman Catholic parochial corporation incorporated under an act entitled "An act to incorporate trustees of religious societies," approved April ninth, one thousand eight hundred and seventy-five, or any of its supplements, or which may hereafter be incorporated under this title, except that any diocesan corporation organized under this article shall have jurisdiction over such parochial corporations as may be within the diocese, according to the statutes of such diocese and the canons of the Roman Catholic Church. Any such parochial corporation may give, grant, convey and vest the title to any or all of its properties to and in such diocesan corporation.
As used in this chapter, "Russian Church in America" means that group of churches, cathedrals, chapels, congregations, societies, parishes, committees and other religious organizations of the Eastern Confession (Eastern Orthodox or Greek Catholic Church) which were known as (a) Russian American Mission of the Russian Orthodox Church from in or about one thousand seven hundred and ninety-three to in or about one thousand eight hundred and seventy; (b) Diocese of Alaska and the Aleutian Islands of the Russian Orthodox Church from in or about one thousand eight hundred and seventy to in or about one thousand nine hundred and four; (c) Diocese of North America and Alaska of the Russian Orthodox Church from in or about one thousand nine hundred and four to in or about one thousand nine hundred and twenty-four; and (d) Russian Orthodox Greek Catholic Church of North America since in or about one thousand nine hundred and twenty-four and were subject to the jurisdiction of the Most Sacred Synod in Moscow until in or about one thousand nine hundred and seventeen, later the Patriarchate of Moscow but now constitute an autonomous metropolitan district pursuant to resolutions adopted at a general convention (sobor) of said district held at Detroit, Michigan, on or about or between April second to fourth, one thousand nine hundred and twenty-four.
As used in this chapter, a "Russian Orthodox church" is a congregation or parish founded and established for the purpose and with the intent of adhering to, and being subject to the jurisdiction of, the Russian Church in America.
Any unincorporated Russian Orthodox church in this State may incorporate by executing a certificate setting forth the name by which such church shall be known, its principal place of worship, the number of its trustees and the names of the trustees and their terms of office. There shall be attached to such certificate the permission to incorporate signed by the metropolitan archbishop or other primate or hierarch of the Russian Church in America or by a locum tenens acting in his place. Such certificate shall be executed by not less than six lay members of the church and shall be acknowledged or proved in the same manner as deeds of real estate.
The certificate shall be filed and recorded forthwith in the office of the clerk of the county in which the church is or is to be located, whereupon such church shall be a corporation by the name stated in the certificate.
Every Russian Orthodox church incorporated or reincorporated under this chapter shall have all of the powers enumerated in section 16:1-4 of this Title except as hereinafter specifically provided.
Every Russian Orthodox church in this State, whether heretofore or hereafter incorporated, and whether incorporated or reincorporated pursuant to this chapter or any other chapter of this Title, or any general or private law, shall recognize and be and remain subject to the jurisdiction and authority of the general convention (sobor), metropolitan archbishop or other primate or hierarch, the council of bishops, the metropolitan council and other governing bodies and authorities of the Russian Orthodox Church in America, pursuant to the statutes for the government thereof adopted at a general convention (sobor) held in the city of New York on or about or between October fifth to eighth, one thousand nine hundred and thirty-seven, and any amendments thereto and any other statutes or rules heretofore or hereafter adopted by a general convention (sobor) of the Russian Orthodox Church in America and shall in all other respects conform to, maintain and follow the faith, doctrine, ritual, communion, discipline, canon law, traditions and usages of the Eastern Confession (Eastern Orthodox or Greek Catholic Church).
The trustees of every Russian Orthodox church shall have the custody and control of all the temporalities and property, real and personal, belonging to such church and of the revenues therefrom and shall administer the same in accordance with the by-laws of such church, the normal statutes for parishes of the Russian Orthodox Church in America approved at a general convention (sobor) thereof held at Cleveland, Ohio, on or about or between November twentieth to twenty-third, one thousand nine hundred and thirty-four, and any amendments thereto and all other rules, regulations and usages of the Russian Church in America.
Any heretofore incorporated Russian Orthodox church may reincorporate under the provisions of this chapter by filing in the office of the clerk of the county in which its principal place of worship is located a certificate, signed by the trustees in office at the time of such reincorporation, or a majority of them, stating that they desire to reincorporate under the provisions of this chapter, the corporate name by which such church shall be known, its principal place of worship, the number of its trustees and their names and terms of office. Such certificate shall be acknowledged or proved in the same manner as deeds of real estate. Immediately upon the filing and recording of such certificate all of the right, title and interest of such church in any real or personal property and all of its franchises and charter rights shall be vested in the corporation so created, subject to all legal liabilities of such church, and the original incorporation of such church shall be null and void.
Any Ruthenian Catholic church or congregation in this state may incorporate in the following manner:
The Catholic bishop appointed by the Pope of Rome to have supervision over the Ruthenian Catholics of the Greek rite in the United States, together with his secretary or chancellor, and the pastor of such Ruthenian Greek Catholic church or congregation for the time being, or a majority of them, may elect two lay members of such church or congregation, and may with such laymen, sign a certificate, setting forth the name by which they and their successors shall be known and distinguished as a body corporate. They shall transmit the certificate to the clerk of the county in which such church or congregation is located, who shall forthwith file and record the same, for which service he shall be entitled to receive the fee provided in section 22:2-19 of the title Fees and Costs. Thereupon such church or congregation shall be a body corporate by such name or title.
Any religious organization incorporated under and by virtue of any law of this State may organize under the provisions of this article. Its trustees shall pass a resolution (a) declaring it advisable that the corporation reincorporate under the provisions of this article, and (b) calling a meeting of the congregation to take action thereon. Such resolution shall be submitted to the congregation at a meeting to be held at the usual place of meeting for public worship, upon such notice as the by-laws of said organization shall provide, and if there is no such provision, after at least ten days' notice of the time and purpose of the meeting, set up in open view at or near the place of meeting. The resolution shall be read publicly at each regular service of the church on the Sunday next preceding the meeting. If a majority of the congregation shall, at such meeting, approve incorporation under this article, the trustees or a majority of them shall file a certificate in accordance with section 16:16-1 of this Title. Upon filing such certificate, all the right, title and interest of such organization in any real or personal property and all franchises and charter rights, shall be vested in the corporation organized under the provisions of this article, and the original incorporation of such organization shall then be null and void.
The persons so executing and acknowledging such certificate shall be the trustees of the corporation and they and their successors shall, by the name of incorporation, have all the powers enumerated in section 16:1-4 of this title.
The successor in office for the time being of the Ruthenian Greek Catholic bishop in communion with the Roman See and appointed by the Pope of Rome, the secretary of such United Greek Catholic bishop, or his chancellor, and the pastor, respectively, shall by virtue of their offices be the trustees of such corporation, church or congregation in place of their predecessors. The lay members shall hold office as trustees for one year, and until their successors are elected or appointed. When the office of any such layman shall become vacant in any manner whatsoever, his successor shall be appointed in the manner provided for the selection of the original lay members of the board of trustees. It shall not be necessary, however, to file with the county clerk any certificate of such selection or appointment, but an entry in the minutes of the corporation shall be sufficient.
The Ruthenian Catholic bishop appointed by the Pope as aforesaid shall, by virtue of his office, be the president of the board of trustees and of the corporation, and may convene the trustees as occasion may require.
The corporation may elect annually, or at such periods as it may deem fit, one of such trustees to be the secretary of such corporation. He shall keep the minutes and enter the orders, acts and proceedings of the corporation in a book to be kept for that purpose.
The proceedings, orders, acts, contracts or obligations of a majority of all the members of the corporation, but not of a less number, upon receiving the written sanction or approval of the bishop, or in his absence, the vicar general of the bishop, if any there be, duly appointed as such vicar general by the bishop, or in case of a vacancy in the office of bishop, by the administrator acting as bishop, appointed and confirmed by the Pope and recognized by the apostolic delegate in the United States, shall be valid and effectual.
Any corporation created under or by virtue of the provisions of this article shall not be dissolved by failure to continue the succession of the trustees thereof at any time specified for the election of such trustees.
Any Ruthenian Catholic diocese in this state or of the United States, of the Catholic Greek rite in the United States, may incorporate in the following manner:
Any Catholic bishop appointed by the Pope of Rome to have supervision over Catholics of the Ruthenian Greek rite in the United States, or during a vacancy in such office, the administrator of any such diocese for the time being, the bishop's secretary, and the chancellor of the diocese, or a majority of them, may elect two priests from the Ruthenian Catholic priesthood of the diocese, and may, with such two priests, execute and acknowledge a certificate of incorporation setting forth the name by which they and their successors shall be known and distinguished as a corporation. They shall file and record the certificate in the office of the secretary of state and a copy thereof in the office of the clerk of the county in which such diocesan corporation has its principal office, for which services the secretary of state and county clerk shall be entitled, respectively, to the fees provided in section 22:4-1 and section 22:2-19 of the title Fees and Costs. Thereupon the diocese shall be a corporation by the name so taken.
The first trustees of such corporation and their successors shall, by such name of incorporation, be able and capable unlimitedly to:
Acquire, purchase, receive, erect, have, hold and use leases, legacies, devises, donations, moneys, goods and chattels of all kinds, church edifices, schools, college buildings, seminaries, parsonages, sisters' houses, hospitals, orphan asylums, reformatories and all other kinds of religious, ecclesiastical, educational and charitable institutions, and the lands whereon the same are or may be erected, and cemeteries or burying places and any lands, tenements and hereditaments suitable for any or all of said purposes in any place or places in any such diocese; and same or any part thereof, to lease, sell, grant, assign, demise, alien and dispose of;
Sue and be sued;
Adopt and use a common seal, and alter the same;
Have perpetual succession;
Make by-laws and rules not inconsistent with the laws of this State, or of the United States, for the regulation and management of their affairs, properties and institutions;
Appoint such officers, agents and employees as they may require for the properties, institutions and business of the corporation;
Borrow money from time to time for the purposes of the corporation, and to give notes, bonds and mortgages therefor on any part or parts of its properties;
Aid and assist such of the parishes in said diocese, or any of the institutions in such parishes, as said corporation may deem fit;
Aid and assist students pursuing their studies for the priesthood, and to aid and assist in the maintenance of the priesthood of such diocese, in accordance with the statutes of the diocese and the canons of the Ruthenian Greek Catholic Church;
Have the general management, direction and control of all the civil and temporal affairs of such diocese;
Exercise any corporate power necessary and proper to the carrying out of the above enumerated powers, and to the carrying out of the purposes of such corporation and its institutions.
The persons so executing and acknowledging such certificate shall be the first trustees of the corporation. The successor in office for the time being of the bishop, or the administrator in case of a vacancy in the office of bishop, the secretary, and the chancellor, respectively, shall, by virtue of their offices, be the trustees of such corporation in place of their predecessors. Such two priests shall hold office for one year, and until their successors are appointed, but shall be trustees only while in good standing according to the canons of the Ruthenian Greek Catholic Church, and approved by the bishop, or in his absence, by his vicar-general, or by the administrator. The office of either priest shall become vacant by his removal out of the diocese, or in the discretion and on the direction of the bishop or administrator.
The bishop or administrator of the diocese shall, by virtue of his office, be the president and treasurer of the corporation, unless the board of trustees otherwise order unanimously. He shall have custody of the common seal, papers, documents, deeds, writings and books of or relating to the corporation, and may convene the trustees of the corporation, as occasion may require.
The corporation may elect annually, or at such periods as it may deem fit, one of its trustees to be the secretary. He shall keep the minutes and enter the orders, acts and proceedings of the corporation in a book kept for that purpose.
The proceedings, orders, acts, contracts or obligations of a majority of all the members of such corporation, but not of a less number, upon receiving the written sanction of such bishop, or in his absence, of such vicar-general, or in case of a vacancy in their office, of such administrator, shall be valid and effectual.
Any corporation created under or by virtue of the provisions of this article shall not be dissolved by failure to continue the succession of the trustees thereof at any time specified for their election.
Nothing contained in this article shall be construed to interfere with or affect any Ruthenian Greek Catholic parochial corporation, incorporated or which may be incorporated under an act entitled "An act to incorporate trustees of religious societies," approved April ninth, one thousand eight hundred and seventy-five, or any of the supplements thereto, except that any diocesan corporation organized under this article shall have jurisdiction over such parochial corporations as may be within the diocese, according to the statutes of such diocese and the canons of the Ruthenian Greek Catholic Church. Any such parochial corporation may give, grant, convey, and vest the title to any or all its property to and in the diocesan corporation.
The New Jersey State Association of Spiritualists, incorporated under authority of an act entitled "A supplement to an act entitled "An act to incorporate trustee[s] of religious societies,' approved April ninth, one thousand eight hundred and seventy-five," approved March eleventh, one thousand nine hundred and twenty-two, is hereby continued and the nine trustees elected under authority of the said act and their successors shall be and continue to be a body corporate. Such trustees shall hold office for one year, or until their successors, elected in like manner as the first trustees, shall be elected for the same term. Such board of trustees shall include the officers of said corporation, who shall be a president, vice president, secretary and treasurer.
The trustees of the New Jersey State Association of Spiritualists, or their successors, shall have power to:
a. Have perpetual succession by its corporate name;
b. Sue and be sued;
c. Adopt and use a common seal and alter the same;
d. Grant all charters of Spiritualist churches, societies and congregations and to revoke them for good cause;
e. Adopt a constitution and make by-laws;
f. Make laws governing individual societies, churches and congregations, and to prescribe the qualifications of ordained, licentiate and assistant ministers and the method by which candidates for the ministry shall be examined touching their qualifications;
g. Maintain colleges, seminaries and other schools for educating and preparing persons for the ministry; and
h. Purchase, acquire, receive, have and hold any real and personal property, legacies, donations and moneys in trust for the use of the corporation, and to sell, grant, convey, mortgage, lease or otherwise dispose of the same or any part thereof.
Any Spiritualist society, church or congregation in this state, referred to in this article as "church" , which is a branch of and organized in accordance with the provisions of the constitution, by-laws and rules of the New Jersey State Association of Spiritualists, an auxiliary of the National Spiritualists' Association of the United States of America, incorporated as a religious society under the laws of the District of Columbia, may incorporate in the following manner:
A meeting shall be called by written notice signed by at least seven duly enrolled members of the church in good standing, who are of full age and have contributed regularly and have submitted themselves to the jurisdiction of the New Jersey State Association of Spiritualists and the National Spiritualists' Association of the United States of America. The notice shall state the time and place of the meeting and that it is called for the purpose of incorporating the church, selecting the corporate name therefor and electing the trustees thereof. The notice shall have the approval of the president or vice president, the treasurer and secretary of the New Jersey State Association of Spiritualists indorsed thereon, and shall be publicly read at each regular service of the church two successive Sundays next preceding the meeting.
The members of the church having met at the time and place appointed, the meeting shall be called to order by one of the signers of the notice. Only duly enrolled members of such church in good and regular standing and of full age shall be entitled to vote or act as officers at such meeting and seven qualified voters shall constitute a quorum. All questions shall be decided by a majority of those present. A chairman, clerk and two inspectors of election shall be elected from the qualified voters present. The clerk and the inspectors of election shall be the judges of the qualifications of the voters and shall receive the ballots cast.
The meeting shall decide whether the church shall be incorporated and if the decision is in favor of incorporation, shall decide further:
a. The corporate title which shall include the words "Spiritualist Church" or "Society of Spiritualists" , prefixed by "First" , "Second" or other numerical designation, and followed by the name of the municipality where it shall be located.
b. The date for holding the annual election of trustees;
c. The number of trustees which shall be either three, six or nine.
The meeting shall elect, by ballot, from the individuals qualified to vote, the number of trustees decided upon, which shall be divided into three classes, to serve for one, two and three years, respectively, or until their successors are elected and take office. At the conclusion of the term of office of these trustees, their successors shall be elected for the term of three years.
The chairman and clerk of the meeting shall make, sign and acknowledge before any person authorized to take the acknowledgment and proof of deeds in this state, a certificate in writing, setting forth:
a. That said meeting was called and organized in accordance with the provisions of this article;
b. The name assumed as the corporate title;
c. The number of trustees; and
d. The names of the individuals elected as trustees with the term of office of each.
The approval of the New Jersey State Association of Spiritualists, signed by the president or vice president, the treasurer and secretary thereof, and sealed with its corporate seal, shall be appended to such certificate, without which approval such certificate shall not be entitled to record.
The chairman and clerk shall transmit the certificate to the clerk of the county in which such board is elected, who shall file and record the same forthwith, for which service he shall be entitled to receive the fee provided by section 22:2-19 of the title Fees and Costs. Thereupon such trustees and their successors shall be a corporation by the name stated in the certificate.
For such incorporated church the trustees elected in accordance with the provisions of this chapter shall have power to:
Have perpetual succession by its corporate name;
Sue and be sued;
Adopt and use a common seal and alter the same;
Purchase, acquire, receive, have and hold any lands, tenements, hereditaments, legacies, donations, moneys, goods and chattels in trust for the use of the enrolled members of such church, and to sell, grant, convey, mortgage, lease, assign or otherwise dispose of the same or any part thereof; provided, that no such sale, conveyance, mortgage or lease of any real property held in trust as aforesaid shall be made unless previously authorized by two-thirds of the votes cast at a regular or special meeting of its enrolled members in good and regular standing and of full age, duly called for that purpose.
Every church incorporated according to the provisions of this chapter shall have power to adopt a constitution and make such by-laws as are not inconsistent with the constitution or laws of the United States of America or of this State, or with the provisions of the constitution, by-laws and rules of the said New Jersey State Association of Spiritualists.
The enrolled members of any such church who are of the full age of twenty-one years may assemble at a duly called regular or special meeting, and when so assembled may fill any vacancies or elect new trustees by a majority vote of those present.
Any church incorporated under this article may, at any regular or special meeting of its enrolled members duly called for that purpose, change its corporate title or the number of its trustees by a two-thirds vote of those present. A certificate of the change shall be executed by the chairman and clerk of the meeting in the same manner as provided for the execution of the certificate of incorporation, and shall be immediately filed and recorded in the office of the clerk of the county in which the church is located, for which service he shall be entitled to receive the fee provided by section 22:2-19 of the title Fees and Costs. Thereupon the change shall take effect.
The officers of the church shall be the president, vice president, secretary and treasurer, and such other officers as the by-laws provide. They shall be elected by the trustees and shall hold office for one year and until their successors are elected and qualify. The duties of the officers shall be as follows:
a. The president shall convene and preside at the meetings of the church, and with the secretary and treasurer execute all contracts.
b. The vice president shall serve in the place of the president in case of his absence, sickness, death, resignation, refusal to act or moving out of the limits of the church.
c. The secretary shall keep the minutes and enter the orders, acts and proceedings in a book kept for that purpose, and shall have custody of the common seal and of the papers, deeds, writings, documents and books of or relating to the church, which shall at all times be accessible to any member of the church, and which shall be delivered to the successor in office upon his death, resignation, removal or expiration of office.
d. The treasurer shall have charge of the moneys of the church and shall keep an accurate account of disbursements thereof, and at each annual election of officers shall render to the church a statement in writing of the receipts and disbursements of the corporation during the preceding year. Upon the death, resignation, removal or expiration of the office of treasurer or the election of a new one, all books, accounts, vouchers and documents in the hands of the treasurer belonging to the church shall be delivered to the successor in office.
The ordained, licentiate and associate ministers of the church shall be called, elected and removed and their salaries be fixed as the church shall provide in its by-laws. Such minister shall be regularly commissioned by the New Jersey State Association of Spiritualists according to its rules, after examination of his character and qualifications by its committee regularly appointed. No such church shall retain any minister who has been suspended or removed by the New Jersey State Association of Spiritualists.
No ordained, licentiate or associate minister shall be eligible to serve as an officer or trustee of the church.
Any church organized under the provisions of this article shall be subject to the constitution, by-laws and rules of the New Jersey State Association of Spiritualists.
Any church which is a branch of and organized in accordance with the provisions of the constitution, by-laws and regulations of the New Jersey State Association of Spiritualists, and however incorporated in this state, may incorporate under this article upon taking the proceedings prescribed in sections 16:17-3 and 16:17-4 of this title, in the same manner as if it had not previously been incorporated, but where the trustees of the congregation of the church are incorporated under article 1 of chapter 1 of this title (s. 16:1-1 et seq.), such congregation shall have first decided by a two-thirds vote of those present at a regular or special meeting, duly called for that purpose, that the new corporation when duly organized under this article shall be entitled to and invested with all the real and personal estate of the old corporation, in like manner and to the same extent as the old corporation, subject to all its debts and liabilities.
The certificate of the new corporation shall set forth that the meeting was duly called and also a copy of the resolution passed at such meeting. Thereupon the former corporation shall be dissolved and the new corporation shall be entitled to and invested with all the real and personal estate of the former corporation in like manner and to the same extent as the former corporation, subject to all its debts and liabilities.
The provisions of article 1 of chapter 1 of this title (s. 16:1-1 et seq.), with all its penalties, privileges and advantages shall be applicable to associations in this state known as:
a. Young Men's Christian Associations;
b. Young Women's Christian Associations;
c. Young Men's Hebrew Associations;
d. Young Women's Hebrew Associations; and
e. Young Men's and Young Women's Hebrew Associations.
Any association enumerated in section 16:19-1 of this Title may, by a majority of the votes cast at a meeting of the association, held in their regular place of meeting and called by them upon ten days' notice in writing set up at such place in plain view, adopt a name, constitution and by-laws, elect a board of directors, not to exceed thirty (except that in the case of a Young Men's Christian Association, a Young Men's Hebrew Association, a Young Women's Hebrew Association or a Young Men's and Young Women's Hebrew Association such board may be of any number), and declare themselves incorporated by such name. A copy of the resolution, with the names of the directors, together with a copy of the official seal of the association, certified, under oath, to be correct by the officers of the meeting or meetings at which such resolution was adopted, directors elected and seal adopted, shall be filed in the office of the clerk of the county in which the association is located, for which service the county clerk shall be entitled to receive the fee provided in section 22:2-19 of the Title Fees and Costs. Thereupon the association shall be a corporation, with all the powers conferred by article one, of chapter one, of this Title (s. 16:1-1 et seq.).
The board of directors of any such association may elect 8 or more persons, of whom, when elected by the directors of any Young Men's Christian Association, no more than one-third shall be members of any one religious denomination, who, with the president of the association for the time being, shall constitute a board of trustees of such association, by name of, the trustees of:
a. The Young Men's Christian Association of ...................................... ; or
b. The Young Women's Christian Association of ..................................... ; or
c. The Young Men's Hebrew Association of ....................................... ; or
d. The Young Women's Hebrew Association of ....................................... ; or
e. The Young Men's and Young Women's Hebrew Association of ....................................... , as the case may be, the blank to be filled in according to the proper name of the association. The trustees shall hold office for life, or for such term as the constitution or by-laws of the association may provide and until their successors shall be elected by the board of directors.
A certified copy of the proceedings of any such election by the board of directors, and the written acceptance of such offices by the persons so elected, signed by their names and acknowledged before an officer authorized to take the acknowledgment of deeds in this State, shall be filed in the office of the clerk of the county in which the association is located, who shall forthwith record the same, for which service the county clerk shall be entitled to receive the fee provided in section 22:2-19 of the Title, Fees and Costs. Thereupon such trustees shall be a corporation by the name as aforesaid.
The board of trustees shall, by their corporate name, have power to:
a. Make and use a common seal, and alter or renew the same;
b. Sue and be sued;
c. Make by-laws and rules, consistent with law, for the management of its business and affairs, the convening or holding of its meetings, and the election or appointment, powers, duties and removal of its officers and agents, and to alter, amend or repeal the same; and
d. Acquire by purchase, gift, grant, devise, bequest or otherwise, and to hold any real or personal property for the uses of the association; and, with the consent of the board of directors, to sell, grant, assign, mortgage and dispose of the same or any part thereof.
When a vacancy shall occur in such board of trustees, by reason of the death or resignation of any trustee or his removal from the limits of the association, the same shall be filled by a majority vote of the remaining trustees. Nominations for trustees to fill any such vacancy shall be made in accordance with the provisions of the constitution or by-laws of the association or, if there are no such provisions, then by the board of trustees of the association. When such election is held by the remaining trustees of any Young Men's Christian Association, they shall elect to such vacancy a person who is a member in good standing of a Protestant Evangelical church. In the case of any Young Men's Christian Association no more than one-third of the members of the board of trustees, not including the president of the association, shall be members of any one religious denomination.
The trustees shall elect at their first meeting one of their number to be the president of the board of trustees. The president may convene the board as occasion may require, preside at the meetings thereof, and may execute, for and in the name of the board of trustees, all contracts, deeds, leases, mortgages or other instruments required to be executed by the board. In case of his absence, sickness, death, resignation or removal from the limits of the association, the board of trustees shall elect one of their number to fill the office of president for the time being, who shall occupy the same until the disability of the president is removed or until the election of his successor.
The board of trustees shall elect or appoint as soon after their election as practicable, from their number, a secretary and treasurer, and may also appoint such other officers or agents as such board may, from time to time, deem expedient. The proceedings, orders and acts of a majority of the trustees for the time being, but not of a less number, shall be valid and effectual.
The board of trustees shall devote the real and personal property held by them, and the income thereof, only to the purposes of the association, and so long as the board of directors shall so expend the same, the board of trustees shall pay over to the board of directors the income of the real and personal property of the association. In the discharge of the duties of the board of trustees it may constitute the finance committee of the board of directors, its agents for the repair, renting and collecting of the rents of the property of the association, or of the property held by the board of trustees for the use of the association.
Any such association availing itself of the benefits of this chapter, and having at that time any real or personal property, shall convey and assign the same to the board of trustees constituted under this chapter, to be held by such board for the uses of the association in the same manner and with the same powers and duties in regard thereto as provided in section 16:19-4 of this title.
"Bishop of the Coptic Orthodox Diocese" refers to that person who is serving as bishop for that diocese pursuant to the authority of and in accordance with the rules and regulations of the Synodical Committee for the Coptic Churches in Immigration. In accordance with the laws of the Holy Synod, the Pope of Alexandria, in Egypt, is the presiding bishop of any new diocese during the foundation period and until a bishop is ordained for that diocese. Likewise, and pursuant to such laws, the Pope of Alexandria, in Egypt, is the presiding bishop of any existing diocese which has no bishop.
"Coptic Orthodox Church" means the Apostolic Church presided over by His Holiness, the Pope of Alexandria, in Egypt, and the Patriarch of the See of St. Mark, the legislative body of which is known as the Holy Synod. The Coptic Orthodox Church is a hierarchical church.
"Holy Synod" means the highest legislative and executive authority in the Coptic Orthodox Church, presided over by His Holiness, the Pope of Alexandria and the Patriarch of the See of St. Mark and is more formally known as "The Holy Synod for the Coptic Orthodox Church of Alexandria and the See of St. Mark."
"Synodical Committee for the Coptic Churches in Immigration" means, according to the constitution and bylaws of the Holy Synod, the committee formed and presided over by His Holiness, the Pope of Alexandria and the Patriarch of the See of St. Mark from among the members of the Holy Synod, to assist him in marshalling the affairs of the churches abroad.
"Unincorporated church in this State" and a "church heretofore incorporated in this State" means a church, cathedral, chapel or other religious organization in this State founded and established for the purpose of and with the intent of adhering to, and being subject to the administrative jurisdiction of, the Synodical Committee for the Coptic Churches in Immigration.
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