Baltzell v. Church Home & Infirmary

Boyd, C. J. delivered the opinion of the Court. This is an appeal from a decree of the Circuit Court for Baltimore City declaring that the devises and bequests in the will of James B. Partridge, of one-half of the residue of his estate to the Church Home and Infirmary of Baltimore City and to the Emmanuel Church Home of Baltimore City, equally, are lawful and valid, and directing the trustees under the will to transfer and deliver the real estate and other property held by them to those institutions, together with the income accrued and collected since the death of Margaret B. Wood-side, the life tenant. After making some legacies, the.testátor left the residue of his estate to trustees,'with direction to divide the income into two equal parts, and to pay one-half to his sister, Mrs. Balt ²⁶⁰ zéll, during her life, and the other half to his sister, Mrs. Woodside, during her life. • Upon the death of either of his two sisters, he directed the trustees to divide the whole trust fund then in their hands into two equal- parts — one part to remain in their hands as trustees to afford an income to the survivor of' his two sisters, and the other half to be distribtited, as.’therein directed, to certain nephews and nieces. He then directed the trustees on the death of the survivor of his sisters,’ to divide the half remaining in ’their hancls into two equal parts and to distribute and pay over' the same' as follows: . -. “One-half or part to the Church Home and Infirmary ’of Baltirüoré City, to whom I -give and bequeath the same to be kept by said legatee as a separate fund in remembrance óf my wife ánd daughter, and the income thereof used in maintaining aged and infirm persons in said home or in maintaining free beds in t'he-ir infirmary, in the- discretion- of said legatee, and. to. pay over the remaining part roi* half (of the half of the whole) to the Emmanuel Church Home in the City of Baltimore, to' whom I give and bequeath- the ’same, to be.-kept .as a separate fund, to be called the ‘Annie Mary Partridge Eund,’ and the income thereof, used under their rules and in the discretion of said legatee in assisting or maintaining poor respectable sewing 'girls or apprentices, unable to pay over two' dollars a week for their board, or. unable to pay anything. : This also in' remembrance of any 'wife and daughtei’s.” - As there áre soane questions concerning the bequest’to the Church-Home and Infirmary which are not’ involved in the other, we-will-first consider it) although’ in /doing so','we will refer to.and discuss some cases which are applicable to both. 1.

The validity of its incorporation is attacked, because it is .not’shown in the'certificate that the seven incorporators were “free white persons, citizens of the United States -and a-majority of thean-citizens of this State.” The Act of 1852, Ch. '231, uaider which'it undertook to'be incorporated, ’did authorize. seven- ,or -more such persons to b¿ associated for the ²⁶¹ purposes named; in 'the Act,-but while the proper practice was to describe the incorporators, so as to ' show that they were such as the statute authorized, we do not think the Omission to do so made the charter invalid. The Act did not in terms require them to be so described in the certificate, but -it said in reference to what..shall be therein stated: “It shall 'and may be lawful for such persons to prepare and execute, tinder their hands and seals, an instrument of writing, specifying therein the objects, articles, conditions and name, style or title under which they have associated, or mean to associate,' and the same to'exhibit and present to the judge of the Circuit Court for the county or the Judge of the Superior Court of Baltimore City, as the case may be, in which said corporation is intended to be situated, or its principal business transacted.” It then provided that the instrument of writing should be acknowledged before and certified by the Judge in the' same manner as c'onvéyances of real estate were by the laws of this State required to be. The judge’was also required to direct it to be recorded in the office for the recording of deeds in! the county or city. It was undoubtedly the duty'of the judge to satisfy himself that those presenting the instrument to him w.ere such persons as were áuthorized to -be so incorporated, but the mere fact that they did' not so state in "the charter does not make it invalid.

If the incorporators of 'a proposed corporation stated in' such' instrument of writing that they Were such persons as the act prescribed, when 'in fact they Were not, the statement "would not prevent the charter from being forféited, and’it would seem to be equally clear that a charter should not be invalidatd by the mere omission to state such facts. So without regard to the statutes cited, which are 'said to have" since recognized the appellee as a corporation, we' are of the opinion that the omission spoken of did not make the charter invalid. 2". A further objection is made to this bequest on the ground that the thirty-eighth section of the Declaration of Rights (requiring thq sanction of the Legislature to certain gifts, sales or devises) has not been complied with. It therefore becomes ²⁶² necessary to determine whether it is such a corporation as that provision is applicable to.

It is clear that the Act of 1852, Ch. 231, under which this appellee was incorporated, was not intended for the incorporation of religious corporations. It authorized the association “for any moral, scientific, literary, dramatic, agricultural or charitable purpose, or for the purpose of forming any uniform volunteer company, fire engine or hose company, or beneficial, benevolent or musical society or association.” Religious corporations were authorized by the Act of 1802, Ch. Ill, and other Acts which might be referred' to, and while such corporations are in a sense colorations for charitable purposes, all “charitable corporations” are not “religious corporations.” The provisions in the Act of 1852 above referred to were continued in sections 10-17 of Art. 26 of the Code of 1860, while sections 88-101 of that Article were applicable to “religious corporations.” The Code of 1904 still provided for a method of incorporating the latter different from what are known as charitable corporations, and indeed the Act of 1908, Ch. 240, which made much radical changes in our corporation laws, has left undisturbed the sections in the Code of 1904, in reference to the formation of religious corporations. We refer to those provisions to show that our corporation laws have consistently recognized the distinction between such corporations as the appellee professes to be and those known as religious corporations, although, of course, a corporation would not be permitted to evade this provision in the Declaration of Rights by calling itself something other than what it really is, or merely by having itself incorporated under one provision of the law rather than another.

The mere fact that a corporation is under the control of members of a particular church does not make it a religious corporation. In State v. Board of Trustees, 175 Mo. 52 (S. C. 74, S. W. Rep. 990), the Act there in question provided that: “An institution of learning is hereby authorized and established in or near the town of Eulton, Oallaw.ay County, to be known as ‘Westminster College,’ and in all its interests ²⁶³ to be under tbe care and control of tbe Synod of Missouri, in connection with the General Assembly of the (Old School) Presbyterian Church in the United States of America.” Trustees were named in the Act, the power to appoint their successors was given to the Synod of Missouri, and the trustees were given the power to appoint the faculty, prescribe the course of study, confer academic degrees, etc. The charter was attacked as being in violation of the Constitution of Missouri of 1820, which ordained that “no religious corporation can ever be established in this State.” The Court said: “The sum of the argument is that, because the Synod of the Presbyterian Church in Missouri is given the care and control of the interests of the corporation and the appointment of the trustees, it is therefore a religious corporation. A corporation established for purely academic purposes, for education in literature and in the arts and sciences, is in no sense a religious corporation, even though it be given into the care and under the mánagement of a religious body.” Again it was said: “The argument is that, if the religious society has the selection of the teachers and the management of the college affairs it is enabled to propagate its religious tenets in the youth who come within its influence. But that is an incident of which the law takes no account.

It does not charter the corporation to teach religion, but to educate in literature, arts and sciences; and if while a youth is receiving such education he is brought under the influences of a particular religion, the law has no concern with that incident. A corporation, for its character, is to be judged by the objects of its creation, as expressed in its charter.” It was also held in Missouri that a corporation might lawfully be formed, under its statute regarding fraternal beneficial societies, which limited its membership to members of a particular church and that such was not a religious corporation. Franta v. Bohemian Roman Catholic Cent. Union, 164 Mo. 304 (S. C. 54 L. R. A. 723).

See also Colonization Society v. Hennessy, 11 Mo. App. 555 ; In re Fay’s Estate, 76 N. Y. Supp. 62 ; In re Watson’s Estate, 171 N. Y. 256 (S. C. 63 N. E. 1109 ). ²⁶⁴ ; But the case which is perhaps most analogous to this is that of Colbert v. Speer, 24 App. Cas. (D. C.) 187. Judge .Ax-vey delivered the opinion.

The Court was considering a devise and bequests to the Georgetown College, which were objected to because it was contended they were intended to be “for the support, use and benefit of a religious sect, order and denomination, and to a public teacher of the Gospel as such.” As the Maryland Declaration of Bights was in effect in the District, the decision is peculiarly applicable. The Court said: “The fact that the college is or may be under the administrative control of a religious order known as the Order of Jesus does not bring the institution within the prohibition of -the Declaration of Bights. The college is not a religious institution intended for the -tuition and propagation of a partic-ular doctrine and creed of religious belief, to the exclusion of all other creeds and beliefs, but it is an institution of learning for the admission and education of students of all denominations of religious faith. The act of incorporation of the college does not limit the exercise of the corporate powers conferred to' the promotion of any religious creed or denomination, but the college is open to all alike.

Eor limitations of the powers and objects of the college we must look to the charter granted by Congress, and not elsewhere.” Judge Axvey quoted at length from Bradfield v. Roberts, 175 U. S. 296 , which involved an appropriation by Congress for the erection of hospital buildings, a part of which was about to be applied to the erection of a building at Providence Hospital, which was under the auspices and control of an order of sisterhood of the Boman Catholic Church, and it was alleged that the title to the hospital’s property was vested in the 'Sisters of Charity of Emmitsburg, Md. It was objected to on the ground that it was in violation of the Constitution of the United States that “Congress shall make no law respecting an establishment of religion.” The Supreme Court in that case said: “Assuming that the hospital is a private eleemosynary corporation, the fact that its members, according to the belief of the complainant, are members of a monastic order or ²⁶⁵ sisterhood of the Roman Catholic Church, and the further fact that the hospital is conducted under the auspices of said church are wholly immaterial, as is also the allegation regarding the title to its property. The statute provides as to its property and makes no provision for its being held by anyone .other than itself. The facts above stated do not in the least change the legal character of the hospital, or make a religious corporation out of a purely secular one, as constituted by the law of its being. Whether the individuals who compose the corporation under its charter happen to be all Roman Catholics, or all Methodists, or Presbyterians, or Unitarians, or members of any other religious organization, or of no organization at all, is of not the slightest consequence with reference to the law of its incorporation; nor' can' the individual beliefs upon religious matters of the various incorporators be inquired into.

Uór is it material that the hospitál may be conducted under the auspices of the Roman Catholic Church. To be conducted under the auspices is to be conducted under the influence or patronage of that church. The meaning of the allegation is that the church exercises great and perhaps controlling influence over the management of the hospital. It must, however, 'be managed pursuant to the law of its being.” The case of Colbert v. Speer, was affirmed in Speer v. Colbert, 200 U. S. 130 , where it was said the reasoning set forth in the opinion of the lower Court was entirely satisfactory and concurred "in.

The charter of this appellee recites that at a meeting of the contributors of an institution called the Church Home for the Relief of the Poor and Destitute, it was resolved that the trustees theretofore charged with the collection of the fund be appointed to continue their work and to manage and enlarge •the fund: “Resolved, That they have power to add to their number from among the clergy and laity of the Protestant Episcopal Church and that they are authorized 'to fill vacancies occurring in their body.” It states that they were desirous of availing themselves of the provisions of the Acts of ²⁶⁶ 1852, Oh. 231, for the formation, of corporations for charitable purposes. In Art. 1 the name of the corporation is given, which was to be composed of seven persons named, “together with such clergy of the Protestant Episcopal Church, resident in the City of Baltimore and laymen of the same as contributing to its funds and having been elected thereunto shall sign this constitution.” Art. 2 is as follows: “The object of this body shall he to provide and sustain a home for poor and distressed persons belonging to the Protestant Episcopal Church and others, and through the Ladies’ Church Home Society or other approved agencies to minister to their temporal and spiritual wants.” Art. 5 provides for “the election of a rector of the Church Home, who shall hold his office for the ensuing year, and no person shall be elected to the office unless he is a minister of the Protestant Episcopal Church in good standing in the same;” and Art. 6 provides that the bishop of the diocese shall be ex, officio visitor of the Church Home. In 1857 the charter was amended changing the name to the present one and providing “that the second article be so amended as to declare more explicitly in accordance with the design upon which the society was founded, that the object of the body shall be to provide and sustain a home for the sick as well as other distressed persons.” The fifth article was amended so as to provide for the election of a rector, warden, chaplain, physicians or any other officers whom they may deem necessary, and providing that no person should be chosen to any of said offices unless he be a communicant of the Protestant Episcopal Church, and if chosen rector or chaplain shall likewise be a minister of said church. We have thus referred to the portions of the charter most relied on by the appellants, but it would seem to be clear, under the authorities above cited, that none of those provisions, nor all together, can convert into a religious corporation what on the face of the charter is shown to be intended to be a corporation for charitable purposes, under the Act of 1852.

Art. 2 of the charter perhaps gives more foundation for the claim of ²⁶⁷ the appellants than any other part of it, hut that provides: “And through the Ladies’ Church Home Society or other approved agencies to minister to their temporal and spiritual wants.” By the charter itself it is shown that the charitable purposes were not to be confined to those belonging to the Protestant Episcopal Church, but to them “and others.” It certainly would not make a hospital a religious corporation by having a chaplain, or a rector, and authority to call in the Ladies’ Church Home Society (whatever that was), or other approved agencies, to minister to the temporal