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[EDITORS' NOTE: THIS PAGE CONTAINS HEADNOTES. HEADNOTES ARE NOT AN OFFICIAL PRODUCT OF THE COURT, THEREFORE THEY ARE NOT DISPLAYED.] *Page 401 The act to provide for the incorporation of religious societies contains a provision in the following language: "That it shall be lawful for the chancellor of this state, upon the application of any religious corporation, in case he shall deem it proper, to make an order for the sale of any real estate belonging to such corporation, and to direct the application of the moneys arising therefrom, by the corporation, to such uses as the same corporation, with the consent and approbation of the chancellor, shall conceive to be most for the interest of the society to which the real estate so sold did belong." (2 R.L., 218, § 11.) This jurisdiction was vested in the County Courts by the Code. (Laws of 1851, App., p. 11, § 30, subd. 9.) It was not the purpose of these enactments to confer upon the magistrate or courts mentioned, any original power to control or manage the property of religious societies. Such a power would scarcely consist with the principle of universal toleration of all religious opinions and organizations, and the abstinence of all intermeddling in their affairs, which is a cardinal doctrine in our institutions. The whole power of administration was conferred upon the trustees (Act, § 4), with the single qualification that if the corporation desired *Page 402 to dispose of any of its real estate it should apply to the court for its allowance of the transaction; and as to the disposition of the proceeds, the court has no power to originate any scheme, or even to execute any enterprise determined on by the corporation, but only to allow or disallow the application of the moneys to such purposes as the corporation shall represent to be most for the interest of the society. It follows from this view of the statute that the powers of the trustees cannot be enlarged or extended by means of any order which the County Court may make under this provision. In determining, therefore, whether the measure which the defendants wish to consummate, and which the plaintiffs seek to enjoin, is lawful, we must inquire whether it is warranted by the authority vested in the trustees. If it is so warranted we can pass no judgment upon its wisdom or expediency; if not, the allowance of the County Court goes for nothing. The question is essentially the same as though there was no restraint upon the power of the trustees, except such as arises out of the nature of their office and the general scope of the statute.
The scheme of the trustees, conceding that the application to the County Court was made by the authority of the board, was an entire one — to sell the church lot and dispose of the proceeds in the manner stated in the petition and in the order. They did not ask to sell in order to pay the debts, and that the balance of the proceeds might remain in the treasury, subject to future appropriation for the purposes of the society. Upon the statement in the petition the debts amounted to only a small proportion of the value of the property, and if we look to the auction sale which was eventually made, it will be seen that there was a surplus of nearly $9,000, after providing for the mortgage of $2,700; and the remaining debts were trifling, not much exceeding the value of the personal property. It is not represented in the petition that a sale was necessary for the payment of the debts, and the referee has found that such a *Page 403 necessity did not in fact exist. The petition asked that this considerable surplus should be distributed among the pew holders, and the court so ordered. The general scope and object of the proceeding, it appears to me, was the division of the property of the society among the owners of pews. The sale was sought for that purpose, and the payment of the debts was only incidental. The property was only what should remain after the debts were paid, and as nearly the whole indebtedness was a lien upon the land, no system of distribution could be adopted which did not provide for the debts. But if I am mistaken in the supposition that the distribution was the main object of the proceeding, it certainly constituted an important portion of that entire measure; and if that feature was illegal, the measure itself, as a whole, was contrary to law. The trustees had no authority to distribute the property of the society among its individual members, or any class of them. Their duty was to preserve and administer it in the promotion of the purposes for which the corporation was created. The court could not, according to the statute, approve of a plan for any application of the moneys arising upon a sale, except one which was considered to be for the interest of the society, as an association which was to continue organized for the purposes of its creation. There is a sense in which it might promote the interests of the individuals composing this religious organization to dissolve their connection and establish new relations, but this is not what is meant by the statute. It was not in the power of the trustees, or a majority of the members of the society, or the County Court, or of all these authorities together, to abolish the corporation, or dissolve the society. If every individual having any interest in the matter should concur it might be done; because there would be no one to question the act. But while any number of the members desire to continue the connection, all the others cannot by their own act dissolve it. Now it is not possible that it could be considered *Page 404 to be for the interest of the society, in the legal and proper sense of that expression in the statute, to dissolve it and distribute its property among its individual members. When, therefore, the County Court was asked to approve a transaction of which such a distribution was the prominent if not the only important feature, a case was not presented for the exercise of its jurisdiction. It was asked to exercise its judgment upon a question of which it could not legally take cognizance. It may be that if leave to sell had been applied for without any statement of the purpose to which the money was to be applied, that the court would have had jurisdiction of the matter. But such was not the case. It cannot be affirmed that the applicants would have sought or accepted the order but for the privilege of dividing the money in the manner mentioned. The application was entire. It was for leave to sell, not wholly or principally for the purposes of the society, but mainly for the behalf of the pew holders, with some incidental provisions which concerned the society. In granting such an application, the court departed from the jurisdiction which the statute had conferred. The law authorized it to pass upon the expediency of acts proposed to be done by the trustees in the execution of their duties. It, in fact, approved of an act which was in itself a breach of trust. The order, I think, was wholly inoperative.
The interests of the pew holders did not constitute them owners or part owners of the lot. That consisted in a right to occupy their respective pews, as a part of the auditory, upon occasions of public worship. If the edifice were destroyed, or if it became permanently unfit for the purposes of public worship, their rights ceased. I do not say what interests they would retain in the case of extensive and costly reparations and great changes, not destroying the identity of the building, for that question is not before us; or whether objections on their part ought not, in a case which may be supposed, where the edifice continued fit for *Page 405 occupation, to prevent the court from approving an application for a sale not otherwise objectionable. Where the edifice was reasonably capable of further use as a church, the interests of the pew owners would no doubt be a subject to be considered by this court. But if overruling considerations existed rendering it expedient upon the whole matter that a sale should take place, the interests of the owners of pews would necessarily be destroyed. (Freligh v. Platt, 5 Cow., 494; Matter of theReformed Dutch Church in Saugerties, 16 Barb., 237.) Therefore, when the County Court determined that this edifice should be sold, the decision, if valid, put an end to the rights of the owners of pews, and the direction that the proceeds should be paid to them was simply a gift of the property of the society. But it is apparent from the proceedings that it was not supposed that their pew rights were worth the money they were to receive. No account was to be stated as to the value of these rights. They were to have all the money which the lot should bring after discharging the debts, though it might exceed all that they had originally paid for the pews; and this without any regard to the circumstance that the church had been used many years and had become unsuitable as a place of worship for the congregation.
The want of jurisdiction in the court to authorize such a transaction would be fatal to the title of the purchaser, if he were here seeking to sustain his purchase. As he would have to make title through the order, he would be chargeable with notice of its provisions, and of the application upon which it was granted. But that question is not presented. Mr. Wheaton, who has succeeded to the interest of the purchaser and is one of the plaintiffs, offers to relinquish any title he may have. There are, therefore, no pecuniary interests involved in the decision, except such as the pew owners claim; and we have seen that in the case of a legal sale their rights are extinguished. *Page 406
The principal motive which the defendants can have in seeking to sustain the appointment of a receiver, is to enable the bond and mortgage given by Stevens to be collected and the avails distributed. As those securities are to be given up on the sale being declared void, there would be very little for the receiver to do if his appointment should be sustained. But there is a more formidable difficulty to encounter in attempting to uphold that proceeding. The County Court has no general jurisdiction in equity, and the legislature has not conferred upon it the cognizance of the liquidation of the affairs of corporations, whether insolvent or voluntarily dissolved. Even in the case of a valid direction to apply the proceeds of real estate ordered to be sold, the court could not, as I think, execute the duty through the agency of a receiver. The statute distinctly declares that the court is to direct the application of the moneys by thecorporation. If the corporate officers should misbehave in performing or neglecting to perform this duty, it would belong to the Supreme Court, which has general jurisdiction of trusts and trustees, to grant the proper relief. It is very plain, and I have assumed throughout, that the provision of the Code, to which I have referred, goes no further than to confer upon the County Court the precise jurisdiction formerly vested in the chancellor under the general act for the incorporation of religious societies. The judiciary act gave the authority to the County Court in the same language used in the general act. (Laws 1847,p. 643, § 28.) When the Code, in terms, conferred jurisdiction on that court in the cases of "the mortgage or sale of real property, situated within the county, of a religious corporation, and the disposition of the proceeds thereof," nothing further, I am satisfied, was meant than to substitute the County Court in the place of the chancellor in respect to this special jurisdiction.
That part of the judgment appealed from which declares null and void the resolution reducing the number of trustees *Page 407 from six to four was correct. According to the report of the referee, it was passed at a meeting of the persons who had associated together as the Plymouth Church, and those worshiping with them, held in the edifice formerly belonging to the First Congregational Society. The fact that the persons who participated in this act had been members of the original organization, and that the election took place in the church, does not make it valid unless in other respects it conforms to the act. A vote to reduce the number of trustees may be passed at an annual meeting, and such meeting is to be notified, by at least a majority of the trustees, to the minister, if there be one, and if not to certain other officers of the church. (Act, §§ 3, 6.) I infer from the report that this notice, as to the meeting in question, if given by a majority of the trustees, which is not probable considering the manner in which they were divided, was served on the minister or other functionary of the Plymouth organization. But, however this may be, the statements of the report preclude the idea that the members not belonging to the new organization were allowed to take any part in the proceeding. They would have no right to attend a society meeting of the Plymouth Congregational Church as such; and if such notices were given and such forms adopted as would render the assemblage a meeting of the First Congregational Society, it was incumbent on the defendants, if they would sustain the proceeding, to show it. Prima facie, a meeting of the PlymouthChurch was not a meeting of the First Congregational Society.
It is unnecessary to consider whether that part of the judgment declaring inoperative the act of the party to which the plaintiffs belong, by which it was professed to vacate the offices of their opponents, can be sustained; for the plaintiffs have acquiesced in the judgment by not appealing, and the defendants are quite content with that portion of the judgment. *Page 408
For the reasons which have been stated, I am in favor of affirming the judgment of the Supreme Court.
COMSTOCK, J. (who had been consulted while at the bar), took no part in the decision; JOHNSON, Ch. J., and STRONG, J., expressed no opinion; all the other judges concurring,
Judgment affirmed.