North St. Louis Christian Church v. McGowan

Wagner, Judge,

delivered the opinion of the court.

This was originally a suit by the plaintiff, as an incorporated church, against the Boatmen’s Saving Institution, to recover the sum of $3,742.70, deposited by Robert McGowan on the 14th of January, 1873, while he was treasurer of the church, prior to its incorporation on the 29th day of January, 1873.

A brief summary of the' pleadings will show the grounds on which the parties place their respective claims.

In the petition it is stated, that the plaintiff was organized as a church in 1863, and was known as the “North St. Louis Christian Church ;” that it had met regularly every Sunday for worship, at its building, corner of Eighth and Mound streets, in the city of St. Louis, ever since its organization, and was governed .in all matters by the majority of those present and voting at any regular meeting; that on the 26th day of January, 1873, at a regular meeting previously called to consider the subject of incorporation, a majority voted to become incorporated under the general laws of the State, and authorized the necessary steps to be taken to procure the in. corporation of the church; that, in pursuance of such authority, a petition for incorporation, with a constitution and list of members, was filed in the circuit court of St. Louis county, on the 29th day of January, 1873, and a certificate of incorporation was duly issued by the court to the plaintiff, incorporating it as the “North St. Louis Christian Church;” that, prior to the incorporation, Robert McGowan was treasurer of the church, and the money deposited by him in the oank, amounting to the sum of $3,742.70, was the money of *284 the church, which he held as its treasurer at the time of the deposit, and was deposited for safe keeping with defendant, until demanded by plaintiff; that since the incorporation, plaintiff, in its corporate capacity, by its proper officer, demanded the sum for the use and benefit of the church, and prayed judgment therefor.

The answer of the Boatmen’s Saving Institution stated that McGowan deposited the money in his own name and as his own money ; that on the 14th day of January, 1873, he had the same in the bank to his credit, and that on that day he took a certificate of deposit payable to himself, six months from that day, with interest, and indorsed the same payable to himself, “Robert McGowan, John Burns and fm. D. Henry, as trustees.” It was then alleged, that it was informed that McGowan, Burns and Henry claimed the money as trustees for some church other than the plaintiff, and asked that the parties claiming the same should be ordered to interplead, and that it might be allowed to pay the money into court.

The amended answer in the shape of an inte'rplea, on which the cause was tried, was filed in the names of McGowan, Henry and others, constituting a minority of the members of the church. It denies the allegations in the petition, but, in reality, it admits nearly all the material ones. It admits the organization of the church in 1863 ; admits that prior to, and at the time of the incorporation, all the interpleaders belonged to the same church with the plaintiff; that the will of the majority of its members, present and voting at any regular meeting of the church, governs and rules in all secular matters ; that McGowan was treasurer of the church prior to the incorporation, and the money deposited by him was the funds of the church; that McGowan delivered the certificate of deposit for the money in question to plaintiff’s treasurer, as the assets when he resigned the office of treasurer, and that plaintiff was incorporated at the time stated.

As new matter constituting a defense, it is averred that, as defendants did not sign the petition for incorporation, the *285 incorporation did not include them, and that only such as signed the petition were incorporated, leaving those not incorporated the original church, and as such entitled to all the assets.

There was a replication denying that part only were incorporated, and alleging that, by virtue of the admitted fact that the vote of the majority governed the whole congregation, the incorporation, in pursuance of the vote of the majority, was the incorporation of the whole church, which included plaintiffs as the majority, and the defendants as the minority ; and that plaintiff was the representation of the whole association that had been incorporated. There was a trial before the court, and a judgment for the plaintiff.

The important question in the case is, to ascertain what effect the act of incorporation had on the congregation, and whether the interpleaders, who are a minority of the church, are bound by it. The record shows, beyond controversy or dispute, that the matter of obtaining a certificate of incorporation under the statute came up at a regular meeting, and was referred to a committee, to inquire about the necessary steps to be taken, and also to draft a constitution. That committee made a report, which was adopted by a majority of those present. It is agreed that, according to the rules governing the church, a majority of those present and voting at a regular meetiug governs, and its action is binding upon the whole body. The petition for incorporation was signed by eighty-seven members, and was accompanied by a list containing the names of one hundred and eighty-one members, which was alleged to include all the known members belonging, to the association, including the interpleaders here. The clerk, wh>o kept the records and minutes of the association, testified that the one hundred and eighty-one names constituted the whole membership, so far as he had any knowledge or could derive any information from the pastor. The interpleaders asserted that the whole membership was upwards of two hundred; but there is probably a difficulty in all these organizations in ever arriving at.the precise or exact *286 number of members at any particular time, as members frequently leave and move off without any formal dissolution of tljeir connection; but in the absence of anything to the contrary, the names on the church roll, kept by the clerk, would be the surest, and, indeed, the only reliable criterion to be governed by.

McGowan, who seems to be the leading spirit in this contest, was one of the trustees in the incorporated association, and resigned a number of months after the incorporation was had. Shortly after the action of the court in incorporating plaintiff, he delivered to the new treasurer of the body all books, papers, records and assets which he had previously possessed as treasurer of the church, and among these papers was the certificate of deposit, which was expressed in the receipt as being payable to the order of Robert McGowan, John Burns and William D. Henry, trustees, and being amount of building fund on hand, as shown by a ledger referred to. This was an express admission that the fund belonged to the church in its incorporated capacity, and that as such it was entitled to receive it. Moreover, it appears that since the incorporation the church has continued to worship and hold service at its house, on the corner of Eighth and Mound streets, under the same pastor as before; that it is in reality the same church, and recognized as the same body, and that the interpleaders have abstained from attendance, and are, in fact, seceders from the regular body.

Such being the facts, the remaining question to be determined, is, what effect the incorporation had upon the church organization, and who were bound thereby. The second section of the statute in relation to benevolent, religious and educational associations (Wagn. Stat., 339), provide^, that any association of persons, desirous of becoming incorporated under the provisions of this chapter, shall present to the circuit court of the proper county, or the judge thereof in vacation, a copy of their constitution or articles of association, and a list of all their members, together with a petition to such court or judge thereof for a certificate of incorporation un *287 der the provisions of this chapter. The act of 1871, which now forms the fifth section of this chapter (Wagn.Stat., 1872, p. 341), declares that any number of persons, not less than three in number, may become an incorporated church, religious society or congregation, by complying with the provisions of this chapter, except that it will be sufficient if the petition be signed by all the persons making the application ; and when so incorporated, such persons and their associates and successors shall be known by the corporate name specified in the certificate of incorporation, and shall be entitled to all the privileges, and capable of exercising all the-powers conferred, or authorized to be conferred, by the constitution of this State upon such corporations.

By the fifth section it will be perceived that any number of persons, not less than three, may become an incorporated church, and it will be sufficient if the petition is signed by all persons making the application.

The second section, which is to be construed in conjunction with the fifth, requires that a list of all the members shall be presented at the same time.

In the present case the application was signed by eighty-seven members, and it was accompanied by a list of one hundred and eighty-one members, which, the church records showed, composed the whole membership. It is a misapprehension to suppose that all the members must sign the application, else they would not be incorporated. The statute does not require it. It is only necessary that those who apply on behalf of the church should sign the petition, and the list of all is designed to show who compose the entire corporation. The legislature, in enacting this provision, doubtless had in view the well known fact that many churches admitted to their membership infants and minors of tender years, and it was not deemed requisite that they should be compelled to sign the application. Whilst regarded as members, it would be a meaningless and useless ceremony to require their signatures.

*288 Hence those, who were competent to act intelligently, were considered sufficient, and it was thought to be prudent that a list of all the members’ names should be filed in order to more readily determine who composed the association. That a majority vote, taken according to the rules of the church, authorized the incorporation, cannot be disputed, and an organization under the statute, by a majority of the society, operates as a transfer of the rights and interests of individual members to the corporation thus created. We think this is conclusive of the whole ease.

It has been contended, that the corporation cannot maintain this action in its own name, and that if it is maintainable at all, it should have been brought in the name of the trustees. But this argument is founded upon an obvious error. Religious incorporations are aggregate corporations, and whatever property they possess or acquire is vested in the body corporate. It is true the' officers have it under their control or dominion, but their possession is the possession of the artificial person whose agents they are. Although called trustees, they do not hold the property in trust. Their right to intermeddle with or manage the property is an authority, and not an estate or title. They have no other or greater possession than the directors of a bank in a banking establishment. The whole title or estate is vested in the incorporated body, and the corporation is the proper party to sue.

The further point has also been urged, that plaintiff, under the constitution, could not hold this property, but that is a question that we will not discuss in this collateral proceeding. We think the case is exceedingly clear, and we do not entertain the 'slightest doubt in reference to the correctness of the judgment below. We cannot see,"upon any view, that the defendants have any claim to a finding in their favor.

The judgment must be affirmed. Judges Napton and Sherwood concur; Judges.Vories and.Hough absent.