In re First Presbyterian Church

Mr. Justice Gordon

delivered the opinion of the court, January 4th, 1886.

The learned counsel for the exceptants, notwithstanding the Act of April 20th, 1869, and the decision of this court, rendered only one year ago, now insists that the action of the court below in changing the charter name of the First Presbyterian Church of ■ Bloomfield, under and by virtue of the provisions of the said Act, was all wroug^ Admitting, as he contends, that a similar power had been previously conferred on the Common Pleas, by the 14th section of the Act of 1840, under the general words “improvements, amendments and alterations,” we cannot see how this is to be made to affect the Act of. 1869. It can, I think, hardly be doubted that the *163legislature had the power to require that a change in a charter name, as therein specified, should be made only on notice to the Auditor General. This direction may have been, as the counsel observed, a senseless one, and a work of supererogation, nevertheless, that the legislature had the power to give it is undoubted, and our wisdom as judges will not be the less obvious to the ordinary observer if we confine our attention to the construction and enforcement of legislative enactment rather than to its amendment and revision. Nor can there be any uncertainty as to the opinion of the General Assembly on the power of the courts to change the name of a corporation, for in 1843 that body conferred this as a special power on the Court of Quarter Sessions, and we again find, twenty-six years afterwards, this Act superseded by the one now under discussion, bv which that power was transferred to the Common Pleas. From this it would seem clear that the legislature was of the. opinion that previous to the Act of 1843 no court possessed the jurisdiction necessary to change the name of a corporation. Conceding, however, that this was a mistake, yet still we have the imperative command remaining, that notice to the Auditor General shall be a sine qua non to the alteration of a charter name by the Common Pleas, and this mandate neither this court nor the lower courts can constitutionally disregard. Neither is this section repealed by the Act of 1874. We search that Act in vain for anj'thing of the kind; there is in it no such intention either expressed or implied. As regards secular corporations, at least, the Act of 1869 is a valuable one, and is not to be treated as repealed by implication when no such intent is discoverable in the subsequent Act, and which, if legislative construction is to be regarded, in nowise conflicts with it. Nor do we see what special interest the exceptants can have in the reversal of the action of the court below. They seem to be laboring under the impression that the giving the same name to the Bloomfield church would somehow interfere with their charter rights. This is certainly a mistake. The Bloomfield church under the name of the Fourth Church, can no more meddle with those rights than it could under its old name. The exceptants are battling, not with substance, but with shadow, and -their efforts are misdirected and purposeless. If they have a church organization, then are their corporate franchises secure from all external attacks, no difference under what name such attacks may be made, but if they have no such organization, then, indeed, are they a mere nominis umbra — a shadow without a substance.

The decree of the court below is affirmed.

Sterrett, J. dissents.