156. Membership, Office.—Where church membership is necessary to hold office in the church corporation, it is a binding condition precedent.[279] An officer who withdraws or is expelled from a religious organization thereby terminates his office.[280]
157. Certificate of Election.—A certificate of election of officers is prima facie evidence thereof, but the truth may be shown aliunde and a wrong certificate may be cancelled by a judgment of a competent court on a writ of quo warranto or proceeding under a statute of the State. Also, if the certificate does not conform to the law, it is insufficient.[281]
158. Term, Successors, Contest.—Where there is no term of office fixed, the presumption is that an officer continues as such until proof to the contrary is established,[282] or until his successor shall have been elected and shall have qualified.[283] Also, the officers elected for a certain term can not be amoved by electing new officers before the end of the term.[284] When officers or committees have been elected “for the ensuing year,” they shall hold office until superseded by their duly elected successors. Where two sets of officers were elected at a meeting of a religious corporation and the set that was elected according to the charter continued in office by appointment thereafter, it was [pg 096] too late for the irregularly elected officers to make a contest for the offices after the term for which they had been elected had expired.[285]
159. By-Laws, Preside.—At an election of trustees under by-laws that provide that certain officers shall preside, if there are no such officers members may be selected to preside in their places.[286]
160. Note, Overdraft, Interest.—The president and secretary of a church corporation have no authority to make a promissory note unless authorized by the board of trustees.[287] Neither has the treasurer authority to make an overdraft on a bank with the action of the trustees.[288] The trustees of a parish, however, may make a note binding the congregation for the payment of the money used in building a church.[289] But when the trustees have an interest in the transaction, adverse to the congregation, they are disqualified from acting.[290] When trustees had claims against the congregation which they included with other claims that [pg 097] third parties had against the church, they could not put them in a judgment note so as to get a lien upon the church property. When officers do not bind the congregation, they usually bind themselves.[291] The trustees of an unincorporated church can not bind it beyond the expressed powers granted by the members.[292]
161. Board, Control.—When the laws of the organization give control of matters to the board of trustees, the majority of the members of the church can not control the action of the trustees contrary to the usages and regulations of the church.[293]
162. Treasurer, Accepting a Draft.—A parish treasurer has no authority under any condition to bind the corporation by accepting a draft in favor of a third person. A treasurer elected for the purpose of receiving and investing funds in his individual name, holds such funds as trustee for the church and is subject as such trustee to a court of equity. Persons claiming to be trustees of a church but never getting possession of their offices or the property of the church, can not maintain an action against [pg 098] other persons who are in possession and have been duly elected.[294]
163. Note, Trustees.—A church will not be bound by a note which was executed by two of its trustees and sent around to other trustees to sign it, where there was no vote of the board of trustees at an authorized meeting to borrow or to execute such note.[295] A meeting of a board must be called as required by law or the by-laws of the organization, and in the absence of any such all members must be notified a reasonable time before the time fixed for holding the meeting. However, if all the trustees are present and agree to hold a meeting it is valid; but it would be well to put such consent in writing and have all the members sign it.[296]
164. Money, Powers.—The treasurer of a congregation has no right to return to members moving out of the parish a part of the money paid for the church by them.[297] Officers of a corporation have no powers only those conferred upon them by the charter and by-laws of the corporation or by a majority vote of a duly called meeting of the congregation.[298] When the trustees of a [pg 099] church are authorized to execute contracts for the church, they should act as a body or delegate the power to one of their number or ratify the acts of one of their number.[299] The individual disjointed action of trustees of a religious society, at various times and places, although assented to by a majority, is not the action of the board, and is not binding on the society. To make the action of the board of trustees binding, they must duly meet and by a vote determine their action.[300]
165. De Facto Officers.—The acts of de facto officers can not usually be questioned in a collateral proceeding, such as to set aside a conveyance, when the merits of the question do not involve the election.[301] Being elected does not alone make a person a de facto officer; but he must also be acting in the particular office to which he claims to have been elected.[302] But one who has entered into a contract with the officers of a congregation is estopped from denying their authority to make such contract.[303]