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Decision No. 420

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October 29 1976
In Re: The Nomination and Amenability of Trustees of John Street Church.

Digest of Case

The Charge Conference of the John Street Church, under the terms of the Deed of Trust, may nominate persons for election by the General Conference to the Board of Trustees of John Street United Methodist Church. The Trustees elected by the General Conference in 1976 were validly elected and are now the legal Trustees of John Street Church. The Trustees are amenable to the General Conference and also to the Charge Conference of John Street Church under provisions of the Discipline.

Statement of Facts

At the General Conference convened in Portland, Oregon on April 27, 1976, the following motion was made: "I move to amend Calendar item #293 by deleting Paragraphs 1, 2, 3, & 4 from the report and that the legal and disciplinary questions of the Act of the New York State legislature in 1866 be referred to the Judicial Council for a Declaratory Decision . . ." Thereafter on June 14, 1976 the Charge Conference of John Street United Methodist Church, the name by which the First Methodist Episcopal Centennial Church is commonly known, requested that the matter be placed on the agenda for the October meeting of the Judicial Council. Later the request was clarified and amplified by a letter from Dr. Richard L. Francis, Pastor of John Street Church in which he set forth the following questions for the Judicial Council's ruling: "Who nominates the Trustees for the General Conference? Are we (John Street Church) not correct in following the Deed of Trust and having the Charge Conference nominate the Trustees? Is (sic) the General Conference elected Trustees for John Street Church amenable to the Charge Conference as the Discipline states thus receiving reports of their business and investments annually or are they just amenable to the General Conference?" Still later, the Council was advised by a letter from Frank T. Moss, Vice President of the Administrative Board of John Street Church, dated August 2, 1976 that prior to General Conference Dr. H. Burnham Kirkland, District Superintendent, Metropolitan District, New York Conference had been petitioned by the Administrative Board of John Street Church for a ruling on the amenability of the Trustees and the right and duty of the Charge Conference of John Street Church to submit to General Conference nominations of persons for election as John Street Trustees. When Dr. Kirkland received the petition, he stated that he would rule on the matter, but not until after the General Conference. After General Conference, although the matter had been referred to the Judicial Council, Dr. Kirkland did issue a ruling on the matter. The ruling is contained in a letter dated May 27, 1976 from Dr. Kirkland to the Administrative Board of John Street Church. It appears that originally the intent of petitioning the District Superintendent was to lay the groundwork for proceeding through the Annual Conference to the Judicial Council. However, the action taken at the General Conference has placed the matter before the Council. Much material has been submitted and testimony heard both for and against the authority of the Charge Conference to nominate Trustees and for and against the Trustees being amenable only to the General Conference and not to the Charge Conference. The First Methodist Episcopal Church of the City of New York was organized in 1766 and was the oldest society and church of the denomination. In 1768 it purchased the John Street property which became the oldest Methodist property held and continuously used as a place of worship and service. In 1866 in order to preserve the church as a historic site and a viable church, the church launched a campaign and paid off its debt and then secured passage of the statute known as, "Chapter 218 of the 1866 Laws of New York State." Law 218 established a new corporation, "First Methodist Episcopal Centennial Church of the City of New York." Law 218, in addition to providing for holding the property in perpetuity, provided that the Trustees of the church would be elected by the General Conference; that the property could not be sold or mortgaged without the consent of the General Conference or the order of the Supreme Court of the first judicial district of the State previously obtained therefor; that the church would be maintained under, " . . . the formula and discipline of the general conference of the Methodist Episcopal Church in the United States"; that the business and affairs of the Church should be managed by a board of trustees whose acts, "... shall be subject at all times and subordinate to the directions of said general conference relative thereto"; and provided that there not be more than nine trustees all of whom " . . . shall be citizens of the State of New York and members of the Methodist Episcopal Church." Although Law 218 was passed March 24, 1866, it was not until September 7th 1866 that the Trustees of the First Methodist Episcopal Church agreed to accept the Law 218 and to deed the John Street property to the new corporation. On December 11, 1866 a Deed (hereinafter referred to as "Deed of Trust") conveying the property to the new corporation was prepared, signed on the 26th of December, 1866 and recorded January 9, 1867 in the Office of the Register of the City of New York. The Deed of Trust added two significant restrictions which while not in the Law 218 were not inconsistent therewith. The Deed of Trust provided that the property could not be sold or mortgaged without both the consent of the General Conference of the Methodist Episcopal Church and the order of the Supreme Court of the State of New York for the First Judicial District. Secondly, the Deed of Trust provided that the Trustees would be elected by the General Conference, " . . . upon the nomination of the Minister Stewards and Leaders of the Quarterly Conference of said Church Society from the members of said Society so long as persons competent to execute the office of Trustee shall be found therein which several additional limitations and conditions it is the intention of the parties hereto to apply to the said Legislature to have incorporated in said Act by amendment thereof." The next session of the General Conference occurred in 1868 and in addition to electing nine Trustees, all active members of John Street Church, the Conference enacted the following statement of fact and policy: "The purpose of placing with the General Conference the election of said Trusteees to make sure the preservation of the church edifice with its grounds and appurtanences, in perpetuity, as a place for religious services according to the discipline and usage of the Methodist Episcopal Church, the said charter (Law 218) providing that no sale or mortgage shall be made without the consent of the General Conference." On March 7, 1976 the Trustees of John Street Church submitted to the Charge Conference a document entitled "Special Report of Trustees (Information Only)." In it there was this statement, "The nine (9) Trustees are amenable only to the General Conference, and are required to file a report with the said General Conference at the end of each quadrennium." A hearing in this matter was held on October 28, 1976. William 0. Elzay appeared on behalf of the Trustees elected in 1972 and Frank Moss appeared on behalf of the Charge Conference and Administrative Board. A letter from Bishop W. Ralph Ward was received and considered. At the hearing there was testimony that the Trustees meet annually but report only irregularly to the Charge Conference, and then for information only. Further, it would appear from the testimony that the Trustees' only amenability to the General Conference has been to submit a summary report at the end of each quadrennium. There is no indication that the Trustees have sought or received any instructions, advice or approval from the General Conference other than on occasion receiving permission to solicit funds from individuals, congregations, and other organizations of the United Methodist Church at large to help defray the expenses of the current church work. Originally, the Quarterly Conference now known as the Charge Conference consistently nominated persons to be Trustees. At some point this practice ceased and the Trustees made the nominations, although the Deed of Trust provided for the Charge Conference to do so. JURISDICTION The Judicial Council has jurisdiction under Paragraph 2515 of the Discipline . ANALYSIS The motion made at the 1976 General Conference to refer the subject matter to the Judicial Council referred the " . . . legal and disciplinary questions of the Act . . ." The Judicial Council does not interpret the motion to mean that the ruling of the Council deals with the legality of the Law 218. This would not be the forum in which to raise that question. Further, while the motion was not specific in raising some of the questions that have been raised since that time, we believe that those questions are so inextricably entwined that they are properly before the Council. Thus, we shall consider the right of the Charge Conference to nominate Trustees for John Street Church and to whom those Trustees are amenable. The various papers and documents submitted do not indicate why the First Methodist Episcopal Church of New York City chose to seek legislative enactment to carry out its desire to have the Church and its property maintained in perpetuity as a shrine or historic site and as a place of worship. It would seem that were the same problem to arise today, the solution would be found within the current structure of the Church. However, having chosen that route, the legislation passed required certain action on the part of the First Methodist Episcopal Church to make it effective. The existing Church had to execute a Deed to convey the property to the new corporation, First Methodist Episcopal Centennial Church. Between the passage of Law 218 and the execution of the Deed of Trust we are told that several meetings of the Trustees of the Church took place. The resulting Deed of Trust made one change that has not been raised and, in fact, did not seem important at the time. While the Law 218 had provided that permission to sell or mortgage the property could be given by either the General Conference or the Supreme Court, the Deed of Trust provided that permission would have to be secured from both. The Deed of Trust varied the language of Law 218 providing for the election of trustees, and apparently it was felt that the " . . . several additional limitations and conditions . . ." were sufficiently important to add " . . . it is the intention of the parties hereto to apply to the said Legislature to have incorporated in said Act by Amendment thereof." Only one amendment to Law 218, Chap. 80 passed in 1908, has been called to our attention. It deals with the question of whether all trustees must be citizens of the state of New York. It is not clear, therefore, whether the failure to secure the intended amendment was a matter of oversight, an inability to secure the amendment or a realization that the changes made were not in conflict with Law 218. To the extent that the Deed of Trust used the term "select" rather than "elect" trustees, we believe that there is a conflict and that Law 218 would prevail. Beyond that, we do not believe that calling for nominations to be made by the "minister Stewards and Leaders of the Quarterly Conference . . ." violates Law 218 in any way. We have not been asked to, nor are we dealing with the question of whether the General Conference is limited to electing only those persons nominated by the Charge Conference. It seems apparent that the Deed of Trust was prepared and executed with the intent of empowering the Charge Conference to select from among the members of the Church, to the extent that competent persons for the task could be found therein, persons to be nominated to be Trustees of John Street Church. Further, it does not appear that this violates Law 218 or the Discipline. Paragraph 243.3 (f) in providing for the election of Trustees states, "... unless otherwise required by state law." This section makes it clear that where there is state law regarding the election of trustees, it prevails. There is a question with regard to the nomination of trustees. Does the fact that for many years the Charge Conference failed to nominate persons to be trustees vitiate the mandate of the Deed of Trust? It does not. This is not the kind of situation in which the failure to act, if excused, would work to the detriment of any person or persons. There seems to be unanimity of opinion regarding the right of the Charge Conference to nominate Trustees for John Street Church. The brief submitted on behalf of the Administrative Board of John Street United Methodist Church states, "Any individual or group that can satisfy General Conference regulations in the matter of Petitions may present a Petition on any subject germane to the work or service of the denomination." The brief submitted by counsel for William 0. Elzay, C. Wesley Maytrott, J. Henry Smith, William P. Staubach, Jr. and other Trustees elected by the Church by the 1972 General Conference states, "It would appear that any person or group properly represented at the Conference could make such a nomination, and that in the event of one or more nominations the Conference would have the full right to choose the requisite number of Trusteees from among the nominees." At the 1976 General Conference a motion to delete paragraphs 1, 2, 3, and 4 of Calendar Item 293 and vote only on the names nominated in that item was presented as ". . . a satisfactory conclusion ... so that . . . the Judicial Council can resolve this prior to the next General Conference." This point of view, that any person or group properly before the General Conference may nominate Trustees for John Street United Methodist Church, was stated at the hearing before the Judicial Council by all parties. Therefore all parties recognize the right of the Charge Conference to nominate Trustees. The General Conference elected Trustees were properly nominated. The persons so elected in 1976 are now the legal trustees of John Street United Methodist Church. The trustees elected by the General Conference in 1976 have the authority and responsibility to hold and manage the assets and property of John Street Church in accordance with the Discipline of the United Methodist Church and are amenable, and obligated to report, to both the General Conference and the Charge Conference. Dr. Kirkland's ruling of May 27, 1976 reads in part: "3. Nominations for Trustees must come from the Charge Conference of the John Street United Methodist Church-successor to the Quarterly Conference mentioned in the Deed of Trust." (Emphasis added) We believe that the Charge Conference has a right to nominate but we make no ruling as to whether the General Conference may receive other nominations and may elect from among all nominees. Law 218 is replete with indications that the Trustees named therein, and their successors were to be Trustees of John Street Church and as such amenable to the Church, subject to any special directions from the General Conference. We deem the following excerpts from Law 218 to indicate such intent: " . . . held upon trust by the said trustees as such for and on behalf of the congregation connected with the said church . . ." ' . . . under the formula and discipline of the general conference of the Methodist Episcopal Church in the United States" " . . . but the acts of said trustees as such shall be subject at all times and subordinate to the directions and instructions of said general conference relative thereto" Since the Deed of Trust incorporates by reference the terms and conditions of the Law 218 in addition to a statement that the property be held upon trust by the said Trustees " . . . as such for and on behalf of the Congregation connected with the said Church . . .", it appears that the Trustees must derive their power and obligations in the same manner as trustees of any other church in the United Methodist Church. We look to the Discipline for guidance regarding the duties and responsibilities of trustees. Paragraph 2419 of the Discipline provides for a Board of Trustees. Paragraph 2423 sets forth the authority of the Charge Conference to take certain action with regard to directing the Board of Trustees. Clearly some actions such as deciding to sell or mortgage the property would be subject to Law 218 and the Deed of Trust, as well as the Discipline of the United Methodist Church. There are other areas in which it is clear that the Charge Conference is able to give direction to the Board of Trustees, e.g. repair, remodeling, etc. of the property or the acceptance or rejection of conveyances, grants, etc. Paragraph 2426 of the Discipline provides for the trustees to meet at the call of the pastor. This certainly indicates amenability. Paragraph 2427 again indicates that the Board of Trustees shall act, "... Subject to the direction of the Charge Conference . . ." With regard to amenability of trustees of John Street United Methodist Church, a part of Dr. Kirkland's ruling reads: "6. Therefore, the Trustees of said John Street United Methodist Church while elected by the General Conference are in fact Trustees of a local United Methodist Church, known as the John Street United Methodist Church subject to the limitations heretofore stated. "7. When the General Conference is not in session, the said Trustees are amenable to the Charge Conference and Administrative Board of the John Street United Methodist Church in accordance with the pertinent Paragraphs of the Discipline." The Council agrees with this ruling except that we do not limit the amenability to " . . . When the General Conference is not in session . . .". We believe that the Trustees' amenability to the General Conference is continuous and its amenability to the Charge Conference is also continuous. To the extent that it is consistent with Law 218, and the Deed of Trust, we agree also with Dr. Kirkland's reference to the definition of amenability as contained in the Glossary of the 1976 Discipline. It reads: "The requirement upon an organized unit in The United Methodist Church to answer to, act under instruction of, agree with, yield to, or submit to another unit in the church structure. It connotes legal responsibility." The clearest indication of the amenability of the Board of Trustees to the Church is found in Paragraph 2442 of the Discipline which reads: "The Board of Trustees shall annually make a written report to the Charge Conference, in which shall be included the following: 1. The legal description and the reasonable valuation of each parcel of real estate owned by the church. 2. The specific name of the grantee in each deed of conveyance of real estate to the local church. 3. An inventory and the reasonable valuation of all personal property owned by the local church. 4. The amount of income received from any income-producing property and a detailed list of expenditures in connection therewith. 5. The amount received during the year for building, rebuilding, remodeling and improving real estate, and an itemized statement of expenditures. 6. Outstanding capital debts and how contracted. 7. A detailed statement of the insurance carried on each parcel of real estate, indicating whether restricted by co-insurance or other limiting conditions and whether adequate insurance is carried. 8. The name of the custodian of all legal papers of the local church, and where they are kept. 9. A detailed list of all trusts in which the local church is the beneficiary, specifying where and how the funds are invested, clarifying the manner in which these investments made a positive contribution toward the realization of the goals outlined in the Social Principles of the Church, and in what manner the income therefrom is expended or applied." We find that John Street Church is a local church within the meaning, polity and usage of the United Methodist Church. In the absence of any Disciplinary provision exempting the trustees of John Street Church from the duties, obligations and responsibilities of the trustees of other United Methodist churches, it is clear that the trustees are bound by all the terms and conditions of the Discipline that do not conflict with the Law 218 and/or the Deed of Trust.

Decision

The Charge Conference of the John Street Church, under the terms of the Deed of Trust, may nominate persons for election by the General Conference to the Board of Trustees of John Street United Methodist Church. The trustees elected by the General Conference in 1976 were validly elected and are now the legal trustees of John Street Church. The trustees are amenable to the General Conference and also to the Charge Conference of John Street Church under provisions of the Discipline .

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