77. Incorporation, Sufficient.—Where the articles of incorporation were drawn and signed in the form required by law, excepting as to the acknowledgment, and were recorded, and the corporation organized in good faith, it became a de facto corporation and was sufficient to entitle it to sue to prevent certain members from perverting the use of its property.[147]
78. Dissolution, Fund.—The corporation of a congregation can not by seceding and a majority vote dissolve the corporation where it is a part of a superior body.[148] But the courts have plenary powers over corporations under the United States jurisdiction, such as territories, and may dissolve a corporation.[149] The fact that the dissolution is contrary to, or authorized by church discipline, makes no difference as to granting the dissolution, as such discipline can not supersede the state law.[150] On dissolution of a religious corporation, the surplus fund derived from a legacy should be disposed of in the manner the court believes to be most in [pg 058] harmony with the will of the contributors to the fund, could they have foreseen the event.[151]
79. Reorganization.—A church corporation may reorganize and be reinstated into all rights that it formerly had.[152] The steps to be taken to reorganize are usually provided by statute and should be closely followed. Upon the reorganization, the old corporation becomes terminated.[153]
80. Meetings, Majority, Quorum.—In corporate meetings, meetings of boards, and meetings of committees duly called, a majority vote of those present determines the action of the body. If the membership is indefinite, those who attend such meeting constitute a quorum; but if the membership is definite, it requires a majority of the voting members to constitute a quorum, unless the law of the State or the constitution (articles of organization) or by-laws provide a different number.[154]
Chapter VII. Superior Authority
81. Protestant, Ministers, Bishop.—In most church organizations the authority is divided into superior and inferior. In countries where there is an established Protestant church, the superior authority is first in the king and queen and secondly in the bishops. The inferior authority is in the ministers and secular officers of the church. Where there is no established church, the synod or bishop is the superior authority. Thus decisions of our courts usually apply to all churches alike.
82. Roman Catholic Church, Pope, Bishops, Delegated.—In the Roman Catholic Church the superior authority is first in the Pope and secondly in the other bishops. This superior authority is graded and some of it may be delegated, as in case of a Papal delegate. But the general rule that delegated authority can not be again delegated by the delegate without special authority applies to church matters.
83. Bishop, Discipline, Clergy.—Within his diocese the bishop is the executive officer, the legislature, and the judiciary; but he is subject to the superior authority of the Church. The bishop may make laws for his diocese, subject to the limitation of the general doctrine and discipline of the Church. He has original jurisdiction of all causes arising in his diocese, and may decide them in the first instance and inflict such penalties, suspension, or excommunication, in accordance with the canons of the Church, as he deems fit. The clergy are subject to his orders and discipline according to the canon law. However, without special contract, the bishop is not civilly liable for the salary of a priest under him, either while he is actually in the line of his assigned duties or while waiting to be assigned.[155]