Decision Number 108

Request of the Council of Bishops Asking If An Annual Conference Incorporated in Accord- ance with Paragraph 625 of the 1952 Disci- pline Is Compelled to Incorporate Its Board of Trustees in Accordance with Paragraph 709 of the 1952 Discipline

Digest

If the Board of Trustees of the Annual Conference are the Directors of the Incorporated Annual Conference and are performing the same functions and duties as those assigned to an Incorporated Board of Trustees in Paragraph 709, 1952 Discipline that constitutes a substantial compliance with the provisions of Paragraph 709, and the separate incorporation of the Board of Trustees of the Annual Conference is not necessary.

Statement of Facts

Bishop Frederick B. Newell, presiding Bishop of the Newark Annual Conference of The Methodist Church, sent to the Council of Bishops the following communication:

"The following question has been raised by the Newark Annual Conference and is presented herewith for the consideration of the Council of Bishops at its Annual Meeting to be held in New York, April 29-30, 1954.

"1. In accordance with the provisions of Paragraph 625 of the 1952 Discipline which reads as follows:
'Annual Conferences may become severally bodies corporate wherever practicable, under the law of the countries, States, and territories within whose bounds they are located.'

"The Newark Annual Conference is a body corporate in the State of New Jersey.

"2. At the 1953 session of the Newark Annual Conference when the Bishop was momentarily out of the chair, the following Resolution was adopted by the Conference:
'That the Trustees of the Newark Annual Conference be and hereby are authorized to effect the incorporation of the Board of Trustees of the Annual Conference in conformity with Paragraph 709, Section 1, page 186, Discipline 1952.'

"3. The authorization for '2' above for the Trustees of the Conference to incorporate has not been fulfilled, and the Bishop has requested that it not be fulfilled until the Council of Bishops gives its opinion or the Judicial Council gives a Declaratory Decision.

"Is Paragraph 709 which states, 'Each Annual Conference shall have an incorporated Board of Trustees,' compulsory in those Annual Conferences where under Paragraph 625 a corporation has previously been formed under the permissive authorization, 'Annual Conferences may become severally bodies corporate wherever practicable."'

Upon receipt of this communication the Council of Bishops referred same to its Committee on Law and Administration. This Committee reported back to the Bishops as follows:

"With reference to the request of Bishop Newell, in the case of the Newark Annual Conference, inquiring whether or not an incorporated Annual Conference, under the provisions of Paragraph 625 of the 1952 Discipline, is compelled under Paragraph 709 also to have an incorporated Board of Trustees, it is our opinion that the two Paragraphs are in conflict; and we therefore recommend that the Council of Bishops request the Judicial Council to render a Declaratory Decision in this matter."

This Report was adopted by the Council of Bishops and the file on same was forwarded by the Secretary of the Council of Bishops to the Secretary of the Judicial Council.

Jurisdiction

The Judicial Council has jurisdiction in this matter under Sub. (1), Paragraph 914 of the 1952 Discipline.

Analysis and Rationale

Paragraph 625 of the 1952 Discipline provides that "Annual Conferences may become severally bodies corporate, wherever practicable, under the law of the countries, States and territories within whose bounds they are located."

Paragraph 709 of the 1952 Discipline provides that "each Annual Conference shall have an incorporated Board of Trustees," with certain powers to administer the funds and properties of the Annual Conference.

The essential purpose of Paragraph 709 of the 1952 Discipline is to provide a responsible administrative corporate agency to hold, preserve, manage and care for the properties and funds of the Annual Conference. It is hardly conceivable that the General Conference by these two provisions contemplated the possibility of having two separate corporations within an Annual Conference charged with similar responsibility.

Decision

If the Trustees of the present incorporated Newark Conference are the Directors or constitute the governing Board of such corporation and perform the functions that an incorporated Board of Trustees under Paragraph 709, 1952 Discipline would perform, the present corporation, in the opinion of the Judicial Council, constitutes a substantial compliance with the provisions of Paragraph 709, 1952 Discipline and a separate incorporation of the Board of Trustees of the Conference is not necessary.