dissenting. The defendant is a religious corporation incorporated under the laws of Iowa. The provisions of law under which the defendant was incorporated cannot be dispensed with by contract. One of the provisions of law under which the defendant is incorporated is that the corporation may annually or oftener elect from its members trustees, directors or managers. Another provision is that the trustees, directors, or managers shall have the control and management of the affairs of the corporation. Code, § 1097. The defendant elected trustees, directors, or managers, which it called vestrymen. Under the statute, I think that they had the control and management of the affairs of the corporation. What precisely the word “affairs,” as used in the statute, embraces, when applied to a corporation like the defendant, we need not determine. It may be that affairs of such a corporation which are of an ecclesiastical or canonical character are not within the control of the vestrymen. But some affairs manifestly are, and I think that all are which pertain strictly to the civil rights and liabilities of the corporation. Among them is the matter of its finances. The vestrymen are supposed to understand its resources, present and prospective, and must be allowed to determine from time to time its expenditures, and graduate them accordingly. An incurment of liabilities beyond its resources *575would not only bo bad management, but bad morals. 'Even tbe religious interests of tbe society would probably suffer, to say notbiug of tbe rights and interests of others. The statute has accordingly reposed this matter of financial administration where it can be done most safely. It has reposed it in a board of men selected expressly for their qualifications for such administration from the society itself. The power to dissolve the pastoral relation is quite a different thing. It may be that such power may properly enough be reposed elsewhere. The expediency of such dissolution may rest upon considerations of which others not so immediately interested can more properly judge. Eor the purposes of this opinion it may be conceded that this power is not reposed in the vestrymen. But it does not follow that they may not be allowed full control of the financial affairs of the corporation, including that of the compensation of the rector, so far as that is a matter of contract on the part of the corporation. It is not to be supposed that such a board would withhold compensation for the mere purpose of accomplishing by indirection the dissolution of the pastoral relation in violation of a canon of the church. If such a case should occur, it may be that the action would be void. But that is certainly not the case before us. The defendant appears to have acted in the utmost good faith. So far as I can see, it pledged all its resources upon which it could rely with any certainty.
I think that we may give the statute full force, and not materially interfere with the canon which the plaintiff invokes in his behalf. But, if there is any conflict, the statute must be held paramount.