Opinion
April 26, 1965.
September 29, 1965.
Corporations — Nonprofit corporations — Religious organization — Sale of real estate — Authorization by vote of members — Quorum — Nonprofit Corporation Law.
1. In this action in equity to enjoin the Greek Orthodox Community of Philadelphia, a Pennsylvania nonprofit corporation, created for purposes of religious worship, from selling its church property, in which it appeared that the corporation had at least 400 members in good standing and had no by-law fixing the number necessary for a quorum (but did have a by-law prohibiting the sale of real estate without the consent of two-thirds of the members present at the general assembly which votes on the question, and did have a corporate charter which prohibited the sale of real estate except by authority of a resolution passed by a vote of the adult members of the corporation at a regular meeting); that 71 persons attended the meeting called to vote upon the sale of the church property and 48 of them voted for the sale, 22 against the sale and 1 person did not vote; and plaintiffs complained that the vote was invalid in view of the Nonprofit Corporation Law, § 605, which provides that "a majority of the members entitled to vote shall constitute a quorum" and a members' meeting "shall not be organized for business unless a quorum is present", it was Held, in the circumstances, that the court below had properly dismissed the complaint.
Courts — Jurisdiction — Equity — Dispute involving church property — Constitutional law — 1st Amendment — Free exercise of religion — Acts of April 26, 1855, P. L. 328 and June 20, 1935, P. L. 353.
2. In considering an action to enjoin the sale of real estate owned by a Pennsylvania nonprofit corporation organized for religious purposes, the chancellor is directed by the Act of April 26, 1855, P. L. 328, as amended by the Act of June 20, 1935, P. L. 353, to look to the rules of the corporation, and if he finds that the church property has been administered according to those rules, and according to the purposes for which the property was dedicated, then the chancellor must find that the property has been administered properly.
3. In approaching such a case, the chancellor is to look at the purposes of the church, as expressed in canons, regulations, and the charter, and see if there has been a diversion; then he must look at the rules and regulations of the church and see if the officers have followed these; if there has been no diversion of the property, and no variance from the regulations, then the chancellor is powerless to interfere with the actions of the corporation.
4. The Act of June 20, 1935, P. L. 353 (which provides "Whensoever any property, . . . has . . . been . . . conveyed to any ecclesiastical corporation, . . . for the use of any church, congregation, or religious society, for . . . religious worship or sepulture, or for use by said church, congregation, or religious society, for a school, educational institution, convent, rectory, parsonage, hall, auditorium, or the maintenance of any of these, the same shall be taken and held subject to the control and disposition of such officers or authorities of such church, . . ., having a controlling power according to the rules [etc.] of such church . . ., which control and disposition shall be exercised in accordance with and subject to the rules and regulations, usages, canons, discipline and requirements of the religious body, denomination or organization to which such church, congregation or religious society shall belong . . .") builds a protective wall around a religious association, so that it may conduct its affairs free of state interference.
5. In an action in equity to enjoin the sale of real estate owned by a church which is organized as a nonprofit corporation, in which the chancellor finds that there has been no substantial variance from the applicable by-laws, the granting of the requested relief would be a forbidden intrusion by a state court on the right of a hierarchical church's administration of religious property, an aspect of the constitutional right for the free exercise of religion, which is guaranteed by the 1st Amendment to the Constitution of the United States.
Mr. Justice ROBERTS concurred in the result.
Mr. Justice COHEN dissented.
Before BELL, C. J., MUSMANNO, JONES, COHEN, EAGEN, O'BRIEN and ROBERTS, JJ.
Appeal, No. 114, Jan. T., 1965, from decree of Court of Common Pleas No. 2 of Philadelphia County, Dec. T., 1961, No. 3983, in case of Christopher Cosfol et al. v. George Varvoutis et al. Decree affirmed.
Same case in court below: 36 Pa. D. C.2d 723.
Equity. Before SLOANE, P. J.
Decree nisi entered dismissing complaint, plaintiffs' exceptions dismissed and final decree entered. Plaintiffs appealed.
Laurence H. Eldredge, for appellants.
Robert D. Abrahams, with him Albert Momjian, and Abrahams Loewenstein, for appellees.
Decree affirmed on able opinion of President Judge SLOANE, 36 Pa. D. C.2d 723. Each party to pay own costs.
Mr. Justice ROBERTS concurs in the result.
Mr. Justice COHEN dissents.