258 Mass. 74 | Mass. | 1927
This suit in equity is brought to recover a deposit in a savings bank standing in the name of “St. George Orthodox Church, Worcester.” Neither of those
The facts, so far as relevant to the grounds of this decision, are these: The savings bank deposit, which alone is the subject of the present suit, was made on September 13,1913, and was SI, 100. The funds represented by this deposit were collected from time to time from contributions made by members of the Syrian religious congregation in Worcester for general church purposes and not for any use otherwise specified. No additions or withdrawals have been made, so that at present the bank holds the amount of the original deposit with accrued dividends. Nothing appears to have been done with this deposit. No record was shown of any meeting of either the plaintiff or intervening corporation respecting this deposit or any claim thereto, and no such meeting was held or vote taken by either corporation. The deposit book at some time not shown by the report came into the possession of the defendant Ghize “through his holding the office of treasurer of the St. George Orthodox Church, Worcester.”
These bald facts are supplemented by a brief history of the corporations and persons here involved and their relation to the church and religious worship. Since about 1900 there has been in Worcester an association of Syrian people regularly maintaining a place for religious worship. The St. George Syrian Orthodox Church was incorporated by charter dated in June, 1908, “for the purpose of the establishment and maintenance of a place for religious worship” in Worcester. The proceedings for incorporation appear to have been under R. L. c. 125, now G. L. c. 180, and not under R. L. c. 36, now G. L. c. 67. Conveyance of real estate was made to this corporation in the month of its incorporation, and the building thereon numbered 100 Wall Street has since
The Worcester Syrian congregation, shortly before 1917, divided into two parties. The majority in number acknowledged allegiance to the Patriarch of Antioch and a large majority of the former members continued to occupy the church edifice used since 1908 and perhaps before. A meeting of the congregation was called for April 29,1917, at which persons of both factions had an opportunity to attend. A record of this meeting, somewhat informal in nature, was made at a later time, which shows allegiance to the Patriarch of Antioch and a vote “to complete the name of our church as ought to be in adding the word Antioch and to register the same in the capital of State in Boston.” These acts and votes of the congregation were in accordance with its usual practice and common usage. Although a substantial number favored the Russian Synod, a considerable majority were in favor of allegiance to the Patriarch of Antioch. It was in consequence of this expression of opinion that the second corporation was formed. As a result of the controversy within the Greek Orthodox Church in America, a substantial minority of those who had previously worshipped in the church edifice before mentioned withdrew and worshipped elsewhere.
Since the second corporation was established, the first corporation “has remained dormant, and has been abandoned so far as the members of the said corporation could so abandon it.” The master states that he is unable to find who are the members or officers of the first corporation other than as they were set forth in the charter.
The conclusion of the master is that at the time of the deposit the legal title thereto was in the first corporation but “that the equitable title thereto was in the congregation
After the filing of the master’s report, motions to amend the bill by adding supplementary matter were filed on April 13 and on June 3, and were allowed on June 4, 1925. The allegations thus added in effect were that the first corporation “by its officers, trustees and incorporators” had consented to a decree that the funds in question be turned over to the plaintiff, and that the corporation, at a corporation meeting held on May 18, 1925, had adopted a vote to that end. Annexed to the first motion was a paper entitled “Consent to a Decree,” signed by nine persons. The intervenor, being the first corporation, by its attorney answered, and the case was referred to the same master for report concerning the issues raised by the amendments and answer thereto. The report of the master touching the second reference to him in substance is that the signatures to the so called “Consent to a Decree” are all genuine and that the signers constituted a majority of the original incorporators of the first corporation; that, after the filing of the first motion to amend the bill, notices purporting to call a meeting of the incorporators of the first corporation were issued but were not served upon all the incorporators; that at a meeting held oh May 18, 1925, eight of the fourteen original incorporators were present. Of the remaining six original incorporators, one was out of the country, one could not be found, one was dead, one was represented by proxy, and two knew of the meeting but were not served with any notice of it. Notices appear to have been served upon some who were not found to be members, but they were not present at the meeting. There is no finding that any of the notices for this meeting were signed by those actually holding office in the first corporation indicated on the notices. At the meeting thus called and held, a vote was passed con
It is manifest that the supplemental report of the master does not show that any legal meeting of the first corporation has been held with respect to the present suit and consenting to decree against it. Notices to part, but not all, of the incorporators living in Worcester is all that is disclosed. A legal meeting of a corporation not attended by all the available incorporators cannot be called in this way. The action of the meeting of eight out of the fourteen original incorporators, held on May 18, 1925, is of no effect on the issues here depending. There were two at least of those incorporators living in Worcester who were not present at that meeting and who were not served with. notice of the meeting. Whatever may be said or thought about the likelihood of corporate action to that end from the facts set forth in the record, there is no sufficient basis for a decree. A corporation is an artificial entity created by the law, which can perform corporate acts only in the maimer pointed out by the statute or controlling principles of law. There has been no compliance with essential requirements in calling and holding the meeting of May 18, 1925.
Argument has been made to the effect that the first corporation has not authorized any intervention in this litigation hostile to the plaintiff. No proper steps have been taken to raise that question. The petition of the first corporation to intervene was allowed by the court.
The first corporation having received its charter from the Secretary of the Commonwealth, and having complied with the laws relative to incorporation, became a corporation and was entitled to all the rights, powers, privileges, and immunities, and possessed the characteristics inherent in bodies corporate under our laws. One of those characteristics is that mere omission to continue actively to exercise the franchise does not work a forfeiture of corporate existence. There is under our laws and statutes in general no express or implied condition annexed to the grant of power to be a corporation that there must be continuous active exercise of corporate functions in order to preserve them.
The incorporation of the second corporation, for the purpose among others “of taking over and acquiring the present real estate, furniture, personal property and equipment of the Syrian Congregation of the Greek Orthodox Church of Worcester,” did not work a succession to that property without a transfer, assignment or conveyance from the owner of such property. The two corporations were separate and distinct legal entities. Brighton Packing Co. v. Butchers’ Slaughtering & Melting Association, 211 Mass. 398, 403, 404. Chilson v. Mayor of Attleboro, 247 Mass. 191, 202.
The legal conclusion to be gathered from all the firidings of the master is that the first corporation holds the legal title to the deposit, and that the equitable title is in the Syrian congregation at present worshipping at 100 Wall Street in Worcester. The first corporation in its petition to intervene prays that it may be admitted as a party, “in order that it may be eventually decreed, as between the plaintiff and
Ordered accordingly.