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Decision No. 99

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July 18 1954
In Re: Removal of Residence of Secretary of the Board of Church Extension of the Methodist Episcopal Church, South, from Louisville to Philadelphia

Digest of Case

General legislation giving the Division of National Missions of the Board of Missions control over the work of the Board of Church Extension of the Methodist Episcopal Church, South (a Kentucky Corporation), did not give it the authority to change the residence of the Secretary from Louisville, Kentucky, where it was fixed by basic law under the facts in this case. The General Conference is the only body which has power to make the change contemplated.

Statement of Facts

The Board of Missions by petition seeks a Declaratory Decision under section 914 of the Discipline. The petition sets out that the Board of Missions is an incorporated body and has control of all work formerly controlled and administered by the Board of Church Extension of the Methodist Episcopal Church, South. (See Paragraph 1168 of 1952 Discipline.) The Division of National Missions of the Board of Missions of The Methodist Church is charged, among other things, with the responsibility of the work of missions and church extension in the United States through a Section of National Missions and a Section of Church Extension, by Paragraphs 1213 and 1214 of 1952 Discipline. Since Unification the church extension work has been administered through two offices: one at Louisville, Kentucky, serving the Southeastern and SouthCentral Jurisdictions through the Board of Church Extension of the Methodist Church, South, a Kentucky Corporation; and the other serving the remaining Jurisdictions in the United States through the Board of Home Missions and Church Extension of the Methodist Episcopal Church, a Pennsylvania Corporation. The charter of the Kentucky Corporation, granted by the State of Kentucky in 1884 provides in Section V that the officers and managers can do all things necessary to the purpose of the corporation "not inconsistent with . . . the Constitution of the Board" (meaning the Board of Church Extension which the General Conference of the Methodist Episcopal Church, South, had organized about two years previously). In section VI of the Charter it is provided that the Constitution can be altered or amended by the General Conference of the Methodist Episcopal Church, South. That power is now in the General Conference of The Methodist Church. This Constitution was adopted by the General Conference of The Methodist Church in 1944 and was amended by it in 1952. Article III of this Constitution prescribes the duties of the Secretary and provides that he shall reside where the Board (i.e., the Board of Church Extension of the Methodist Episcopal Church, South, the Kentucky Corporation) is located. The next Article IV states, "The Board shall be located in Louisville, KY." The Division of National Missions on January 20, 1954, took action to consolidate the work of the Kentucky and Pennsylvania Corporations by transferring the Staff and work of the Louisville office to Philadelphia, but retaining an office in Louisville, where securities, corporate seal and records shall be kept. It further provided that the Secretary of the Kentucky Corporation, who is also Executive Secretary of the Section of Church Extension of the Division of National Missions, shall reside in Philadelphia. The question is raised, on which a Declaratory Decision is asked, whether the Board of Missions, through its Division of National Missions, which, by the Discipline, Paragraph 1213 of 1952, has been given control of all the work formerly administered by the Kentucky Corporation, can provide that its Executive Secretary, who is also the Secretary of the Kentucky Corporation, shall reside in Philadelphia. It is contended that there is a conflict in legislation between said Paragraphs 1168 and 1213 and in the said Constitution adopted in 1944. JURISDICTION This petition for a Declaratory Decision comes from a General conference Board or body, on matters relating to or affecting the work of such Board or body and is therefore properly before the Judicial Council, under the provisions of Paragraph 914 of the 1952 Discipline.

Decision

The charter of the Kentucky Corporation having expressly provided that the officers and managers could not do anything inconsistent with the Constitution, which fixed the location of the Corporation in Louisville, and that the Secretary must reside there is the supreme law of that corporation. It is expressly provided in the Charter how the Constitution may be amended. General legislation giving the Division of National Missions control over the work of the Kentucky Corporation cannot be considered as an Amendment to the said Constitution. Therefore, the petitioner does not have the authority to move the said Secretary's residence from Louisville to Philadelphia. That can be done only by specific action of the General Conference amending the Constitution.

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