Mt. Olive African Methodist Episcopal Church of Fruitland, Inc. v. Board of Incorporators of the African Methodist Episcopal Church Inc.

BELL, Chief Judge. This appeal arose out of a dispute between a local church and the religious hierarchy with which it had been affiliated for more than one hundred years. The dispute concerns ownership of real property titled in the name of the trustees of the local church, and the question presented for our resolution is whether the trustees and the local congregation lost the rights given them by the deed of the property and confirmed by the Religious Corporations Law 1 and the corporate char ³⁰² ter, to own, use and control that property, when the pastor, trustees, officers, and a majority of the congregation of the local church withdrew from that affiliation. I Mount Olive African Methodist Episcopal Church of Fruit-land, Inc. (Mt.

Olive), the petitioner, was established in Fruit-land, Maryland in 1886. Then known as Carr Black Church, the congregation became affiliated with the African Methodist Episcopal Church (the “A.M.E.”) one year later, at which time, it changed the church’s name to Mt. Olive A.M.E. Church. The local church was formally incorporated under Maryland law on April 18,1894.

The Certificate of Incorporation (“charter”) filed on that date in the Circuit Court for Wicomico County, provided, in pertinent part, as follows: “Know all men by these presents, “That the members of the African Methodist Episcopal Church situated at Fruitland Wicomico County State of Maryland ... at the church building known as Mount Olive on the thirteenth day of April Eighteen hundred and ninety four ... then and there resolved to organize and constitute themselves as a body politic or corporate and for that purpose elected Ebin Stanford, William Cornish, William Cottman, Nathaniel Stanford, S.C. Bulter and Ephraim Banks as Trustees in the name and on behalf of the said Mount Olive African Methodist Episcopal Church and congregation under the provisions of the Public General laws of Maryland and at the said meeting adopted the following regulations, to Wit: s¡« jfc “4. The name of this Corporation shall be Mount Olive African Methodist Episcopal Church of Fruitland and the Congregation Mount Olive. ³⁰³ “5. The power and authority of said Trustees shall be in subjection to the discipline of said church and the property held by them in trust for the use of the ministry and membership of said church as a place of worship and as a parsonage or dwelling house for the preacher subject to the ministerial appointment of the proper authorities in said church.” # * * On September 16, 1993, when the petitioner withdrew from the A.M.E., the church owned two pieces of real property, a parsonage property acquired in 1913 and a sanctuary property purchased in 1975. The deeds to the properties conveyed the real estate involved to the “Mt.

Olive African Methodist Episcopal Church of Fruitland, Inc., in fee simple.” Neither referred to the parent A.M.E. Church, the respondent, 2 by name, nor contained any explicit conditions, restriction, or reversions in its favor. Neither deed indicated that the property was being held in trust for the A.M.E. The A.M.E. is an hierarchical, connectional 3 denomination, in which each individual affiliate church belongs and makes financial payments to the A.M.E. “Connection” through area ³⁰⁴ “Annual Conferences.” The A.M.E. publishes its internal governing policies in a handbook entitled The Doctrine and Discipline of the African Methodist Episcopal Church (hereinafter, the “Book of Discipline,” or the “Discipline”), which is updated every four years. Neither the 1888 version of the Book of Discipline, 4 the 1972 version, in effect when the sanctuary property was purchased in 1975, nor the 1992 version, in effect when the local church withdrew from affiliation with the A.M.E., addressed the disposition of local church property upon such withdrawal. The 1972 and the 1992 version, however, both contained a provision with respect to the disposition of abandoned property.

In addition to the abandoned property provision, the 1972 Book of Discipline and 1992 Book of Discipline also advised the use of a “Form of Deed,” which provided that the local church take title to real property “in the trust for the use ... of the members of the African Methodist Episcopal Church in the United States of America____” Although both the 1972 Book of Discipline and the 1992 Book of Discipline contain a provision on the transfer of local property, only the 1992 Book of Discipline contains a provision that provides that such property is “held IN TRUST for the African Methodist Episcopal Church, Inc.” 5 ³⁰⁵ On September 16, 1993, the Mt. Olive trustees, congregation, and officers met and decided to withdraw from the A.M.E. Citing a number of reasons, including the burdensome financial demands placed upon it by the A.M.E., the lack of compassion shown by the A.M.E. for its financial condition, and the total decline in the moral conditions in the A.M.E. church, in a written resolution, the signatories, including all the Mt. Olive trustees, averred that the officers and members had “unanimously” voted to withdraw from the conference. On November 18, 1993, the A.M.E. filed suit against Mt.

Olive in the Circuit Court for Wicomico County seeking a declaratory judgment that the A.M.E. was entitled to have title to and control over the Mt. Olive properties. Both parties moved for summary judgment. After two hearings on those motions, the trial court granted the petitioner’s motion and denied the respondent’s.

It subsequently declared that “[a]ll real properties in the name of the Mt. Olive African Methodist Episcopal Church of Fruitland ..., including the improvements advantages and appurtenances thereto, are ... the sole and exclusive property of the local church corporation, to wit, the Mt. Olive African Methodist Episcopal Church of Fruitland, Inc.” The court concluded that the AM.E. had not ³⁰⁶ utilized one of the three methods this Court, in Maryland and Virginia Eldership of Churches of God v. Church of God at Sharpsburg, 249 Md. 650, 663 , 241 A.2d 691, 699 (1968) (Eldership I ), 6 stated were available to an hierarchical denomination to maintain control of the local church property in the event the local church withdraws from the affiliation. 7 The A.M.E. appealed to the Court of Special Appeals. That court reversed the judgment of the circuit court.

Assuming that the 1972 Book of Discipline was silent on the critical point, providing for the disposition of local church property on the withdrawal of the local church from the denomination, it held, based on Mt. Olive’s 1894 corporate charter, specifically the portion hereinabove quoted, that, “apart from the A.M.E. Church Discipline, the certificate of incorporation, standing alone, created a trust relationship between the parent church and the local church, whereby the local property was held in trust, [by the local church,] for the benefit of the former.” Board of Incorporators of African Methodist Episcopal Church, Inc. v. Mt. Olive African Methodist Episcopal Church of Fruitland, Inc., 108 Md.App. 551, 584 , 672 A.2d 679 , 695 ³⁰⁷ (1996). 8 It also acknowledged the considerable controversy surrounding its meaning and recognized that the charter was far from clear in stating the interest of the A.M.E. in the local church property. Despite the very considerable ambiguity, the intermediate appellate court found dispositive: “The record is clear that there is only one ‘discipline’—that of the A.M.E. Church.

Appellees have not introduced a separate ‘discipline’ governing their local congregation. Nor have they disputed that the term ‘discipline’ means anything other than the A.M.E. Church’s governing constitution, as appellants argue. Additionally, it is undisputed that the only ‘proper authorities’ with the power of making a ‘ministerial appointment’ are found in the A.M.E. hierarchy. In this regard, during the hearing before the circuit court, appellees’ counsel made it clear to the circuit court that there was no dispute that the local church accepted the pastors and ministers appointed by the A.M.E. Church.”[ 9 ] Id. at 578 , 672 A.2d at 692 .

Cognizant of the methods set out in Eldership I for a parent church to insure that it maintains control over local church ³⁰⁸ property, the Court of Special Appeals specifically did not hold that the A.M.E.’s governing documents contained any language providing that the local church property would revert to the parent church should the local church withdraw from the denomination, or its functional equivalent. Id. at 574 , 672 A.2d at 690 . It concluded, however, that the Eldership I methods were not exclusive, that sources other than the governing documents, to include the corporate charter, could be considered when deciding whether property is being held in trust for the A.M.E. Id. at 571 , 672 A.2d at 690 . The intermediate appellate court relied on Babcock Mem.

Presbyterian Church v. Presbytery of Baltimore of the United Presbyterian Church, 296 Md. 573 , 464 A.2d 1008 (1983), cert. denied, 465 U.S. 1027 , 104 S.Ct. 1287 , 79 L.Ed.2d 689 (1984). It explained: “We reject appellees’ assertion that in order for a parent church to retain control of local church property there invariably must be an explicit reverter upon withdrawal provision. In Babcock, the Court of Appeals noted that, as in contrast to the Eldership cases, there was a ‘provision relative to control of local church property by the parent church.’ ... Our analysis of that provision indicates that it was not an explicit reverter upon withdrawal provision.

Section 62.12 of the parent church’s constitution ‘relative to control of local church property’ provided that a local church was forbidden from selling, mortgaging, or otherwise encumbering its property without the parent church’s written permission____ It is readily apparent that this is merely a general provision relating to control of local property—not ³⁰⁹ an explicit reverter upon withdrawal provision. This provision precluded the local church from giving away its property, as the local church was bound by its bylaws specifically requiring it to follow the mandates of the parent church.... Moreover, under the principle that ‘a corporation has only such powers as are expressly granted by its charter or by statute and such as may impliedly be derived from its corporate purposes,’ the local church was not granted power by its charter to dispose of its property by gift....” (Citations and footnote omitted) Id. at 581, 672 A.2d at 694 . Hence, the intermediate appellate court concluded that the provision in the charter “has the same effect and is tantamount to an explicit reverter provision.” Id. at 582 , 672 A.2d at 694 .

At the petitioner’s request, we granted the writ of certiorari and, for the reasons that follow, we shall reverse the judgment of the Court of Special Appeals. II In considering the issue in the case sub judice, it is well to keep in mind that “the courts, wisely we think, will not enter a ‘theological thicket.’ ” Eldership I, 249 Md. at 660 , 241 A.2d at 697 . Maryland courts, like courts generally in this country, have no authority to resolve religious disputes. Polen v. Cox, 259 Md. 25, 31-32 , 267 A.2d 201, 204-05 (1970).

See Presbyterian Church in United States v. Mary Elizabeth Blue Hull Memorial Presbyterian Church, 393 U.S. 440 , 89 S.Ct. 601 , 21 L.Ed.2d 658 (1969). Indeed, in regard to the spiritual or doctrinal affairs of a church or denomination, the Maryland courts must not interfere. “Such matters ‘must be left with the authorities of the church or denomination who have the power, by custom and usages of the ecclesiastical organization, to consider and determine upon them.’ ” Id., (quoting Shaeffer v. Klee, 100 Md. 264, 271 , 59 A. 850, 852 (1905)). Thus, the Supreme Court of the United States in Watson v. Jones, 80 U.S. (13 Wall.) 679 , 20 L.Ed. 666, 669 (1872) made ³¹⁰ clear that, in this country, we do not follow the English cases finding, in the absence of an express provision to that effect, an implied trust on the part of donors of property to the local church that the trust would be used for the promulgation of the faith and doctrines in effect when the property was given. The Court reasoned that to do so is to become embroiled in a religious dispute; it is wholly inconsistent with the American concept of the relationship between church and state to permit civil courts to determine ecclesiastical questions.

Id. at 727-729 , 20 L.Ed. at 676-677 . This does not mean, of course, that the courts may not resolve any issue in which a church or denomination is a party. As the Supreme Court opined in Presbyterian Church: “The First Amendment severely circumscribes the roles that civil courts may play in resolving church property disputes. It is obvious, however, that not every civil court decision as to property claimed by a religious organization jeopardizes values protected by the First Amendment.

Civil courts do not inhibit free exercise of religion merely by opening their doors to disputes involving church property. And there are neutral principles of law, developed for use in all property disputes, which can be applied without ‘establishing’ churches to which property is awarded. But first amendment values are plainly jeopardized when church property litigation is made to turn on the resolution by civil courts of controversies over religious doctrine and practice.” 893 U.S. at 449, 89 S.Ct. at 606 , 21 L.Ed.2d at 665 . To the contrary, “[w]hen rights of property are involved ... the courts, of necessity, must proceed to consider and adjudicate those rights not only to solve the particular case and the rights of the litigants before them, but also to preserve definiteness and order in the holding of property by religious corporations.” Eldership I, 249 Md. at 661 , 241 A.2d at 697 .

As Chief Judge Gilbert put it for the Court of Special Appeals, “The Vail of separation’ does not mean that courts have been stripped of all power to inquire into disputes arising among church members. Indeed, ‘[t]he state has a legiti ³¹¹ mate interest in keeping title and ownership in land settled and secure.’ The State’s interest in the protection of its citizenry necessitates that it know ‘at all times the owners of property within its borders, so that in the event one is injured on that property, the owner may be readily located.’ Moreover, the State is cognizant of the words of Sir Henry Wotton (1568-1639) that ‘[t]he itch of disputing will prove the scab of churches,’ and it affords the disputants a forum for ‘some recourse other than the sword for settling their disputes....’” Calvary Presbyterian Church of Baltimore City v. Presbytery of Baltimore of United Presbyterian Church in the U.S., 39 Md.App. 405, 406 , 386 A.2d 357, 358 (1978), (quoting Judicial Intervention in Church Property Disputes, 74 Yale L.J. 1113 , 1130 (1965)). “The relevant inquiry must be whether the court can resolve the property dispute on the basis of neutral principles of law which do not involve the resolution by the court of ecclesiastical issues. Thus in the present case, it does seem that the underlying source of the controversy stems from the mother church’s assignment of clergy to the position of overseer and the decision to abolish the bifurcated church structure. However, as long as the court does not have to resolve the doctrinal propriety of these changes in order to determine who has legal control of the property, there is no unconstitutional intervention by the state in church affairs.” Polen, 259 Md. at 30 , 267 A.2d at 204 .

See Maryland and Virginia Eldership of Churches of God v. Church of God at Sharpsburg, Inc., 254 Md. 162, 165 , 254 A.2d 162, 165 (1969); aff'd, 396 U.S. 367 , 90 S.Ct. 499 , 24 L.Ed.2d 582 (1970) (Eldership II). See also Calvary Presbyterian Church of Baltimore City v. The Presbytery of Baltimore of United Presbyterian Church in U.S., 39 Md.App. at 417 , 386 A.2d at 364 , in which the intermediate appellate court declared: “We do not read Watson as proscribing all inquiry by a court of church disputes, but only those dealing with ‘questions of discipline, or of faith, or ecclesiastical rule, custom, or law____’ Were it otherwise, controversies such as in the case sub judice might never be resolved, and the title to the ³¹² church property would be enmeshed in a quagmire from which extrication would be nearly impossible. Title to property cannot be allowed to drift about in an atmosphere of uncertainty. It must be vested in someone.... ‘and in such force, that an injury to the possession can be redressed by an action at law.’ Neither Watson nor the First Amendment condemn the courts’ deciding ownership of church property, so long as the relevant inquiry is whether the question can be decided ‘on the basis of neutral principles of law which do not involve the resolution by the court of ecclesiastical issues,’ or doctrinal proprieties,” (footnote omitted.) (Quoting Watson, 80 U.S. at 727 , 20 L.Ed. at 676 ; Georges Creek Coal and Iron Co.'s Lessee v. Detmold, 1 Md. 225, 238 (1851); Polen, 259 Md. at 30 , 267 A.2d at 204 ;).

Ill Mt. Olive was incorporated under the general provisions of the Religious Corporations Law. Consequently, the consideration of whether, in this case, the property of the local church is controlled by trustees representing the majority of the congregation of the local church must begin with an analysis of that law. Such an analysis was conducted by our predecessors in Eldership I: “The present law provides in effect that in every church, religious society or corporation of whatever sect or denomination ‘protected in the free and full exercise of its religion by the Constitution and laws’ of the State there shall be power and authority in all persons above 21 years of age belonging to ‘any such church, society or congregation’ to elect certain persons, not less than four nor more than twenty-five, who when elected ‘shall be constituted a body politic or corporate to act as trustees in the name of the particular church, society or congregation for which they are respectively chosen, and manage the estate, property, interest and inheritance of the same.’ By the provisions of Section 257, the trustees are given perpetual succession by their name of incorporation and very broad powers in ³¹³ regard to the corporate property.

The trustees may purchase and hold the property and ‘use or lease, mortgage or sell and convey the same, in such manner as they may judge most conducive to the interest of their respective churches, societies or congregations,’ with a provision that they shall not sell, mortgage or dispose of property held by the corporation under an instrument prohibiting such sale. There are provisions for election of trustees, how their succession is maintained, with a provision that the minister or senior minister shall be a member of the corporation, ex officio, as well as provisions for the arbitration of contested elections, provisions for the adoption of a plan, agreement or regulation at the first election of trustees, its acknowledgment and entry in a book required to be kept, the recording of the plan, agreement or regulation with the Department of Assessment and Taxation and the procedure for amendment.” Eldership I, 249 Md. at 657 , 241 A.2d at 695-96 . That analysis is as valid today as it was when made. Just as “[t]he ...

General Religious Corporation Law [in effect when Elder-ship I was decided was] based upon and largely follow[ed] the original legislation on this subject, i.e., the Act of 1802, chapter 111,” id., so too is the present version based upon and largely follows Maryland Code (1957, 1993 Repl.Vol.) Art. 23, §§ 256 to 270. See Babcock, 296 Md. at 578 , 464 A.2d at 1011 . This applies as well to the conclusion the Court drew from the analysis: “It is clear that when a congregation is incorporated under the General Religious Law applicable to all religious groups, the trustees and the local congregation own and control the property of the local church. 10 There is no provision in the ³¹⁴ General Religious Law that the local congregation conform to or follow any particular religious tenet or doctrine and it is apparent that it would be inappropriate for the General Assembly to have made such a provision. In short, the General Religious Law is concerned with the ownership, use and disposition of property, not with any religious theories, doctrines or tenets. 11 So far as the Maryland statutory law is concerned, there seems little doubt that the trustees and congregations of the local churches are entitled to own, use and control the property of the respective corporations.” 249 Md. at 658 , 241 A.2d at 696 .

Maryland law thus is clear. The general provisions of the Religious Corporations law place the control of local church property in the hands of the trustees. As Eldership II put it, “By the nature of the law in regard to the formation of corporations generally, the religious corporation formed under it is controlled by trastees elected by the local membership. This is true of all member corporations.” 254 Md. at 174 , 254 A.2d at 169 .

In other words, Maryland law contemplates a congregational form of church government. 12 ³¹⁵ Maryland law does not, however, mandate that ownership and control remain perpetually with the trustees. In the event that the local church disassociates itself from the denomination or parent church, to be sure, a question may arise as to whether the control of the local church’s property reverts to the denomination or parent church or remains in the control of the local church. Indeed, we addressed just such a circumstance in Eldership I, proffering three ways in which hierarchical denominations may insure that they maintain control over local church property: 1. requiring the local churches to place reverter clauses in the deeds to its property; 2. providing in their constitutions or other authoritative sources for the reversion of local church property upon the withdrawal by a local congregation, with an implied consent by the local church to the reversion provision; 3. obtaining from the General Assembly an Act providing for that result. 249 Md. at 663 , 241 A.2d at 699 . Moreover, we have recognized that a Maryland religious corporation, acting on its own and not by virtue of the Religious Corporations Law, may adopt a ³¹⁶ presbyterial or episcopal polity and, thus, may provide for the holding of the local church property subject to the provisions of the constitution, charter or by-laws of the denomination and the action of the authoritative agencies of such denomination.

Id. at 174-75, 254 A.2d at 170 . See also Babcock, 296 Md. at 579 , 464 A.2d at 1012 (local church by-law providing, “This church is affiliated with the United Presbyterian Church in the United States of America and is under the care of and subject to the jurisdiction of the Presbytery of Baltimore. These By-Laws shall be subordinate to the Constitution of the United Presbyterian Church and nothing contained herein shall be interpreted to the contrary,” was a contract adopting a presbyterial polity, thus giving the parent church an interest in the local church property); Polen v. Cox, 259 Md. at 36 , 267 A.2d at 207 (local church’s implied consent to the provisions of the Minutes of the mother church can be inferred from the relationship between the mother church and the local church). The two Eldership cases make clear that the nature, extent, and consequences of an affiliation are also matters to be determined by the trustees and the congregation, in conjunction with the denomination or parent church with which the local church chooses to affiliate.

They recognize, consistent with the Religious Corporations Law, that the determination ordinarily will be made as a matter of contract. Thus, in Eldership I, this Court made the point that “Maryland provides for incorporation of local congregations under the General Religious Law and if the control of the local church property by the local trustees is not modified by contract-express or implied-or otherwise, the provisions of the local charters and by-laws govern the ownership and control of the local church property and corporation.” 249 Md. at 672 , 241 A.2d at 704 . We reiterated the point in Eldership II, where we said: “As we observed, the denomination in its Constitution may so provide, but in the absence of such a provision there is no ‘contract’ between the local church corporation and the parent body, which changes the provisions of the deeds and ³¹⁷ charters of the local church corporations giving the local church corporation complete legal title, possession and the right to convey or use the local property as the local church corporation deems best.” 254 Md. at 176 , 254 A.2d at 170 . When resolving issues involving the ownership or control of church property, it generally is important, as well as prudent, in the absence of express language in the deed conveying the property, to consider the “polity” or the form of church government of the particular denomination.

Eldership, 249 Md. at 662 , 241 A.2d at 698 . The determination that it is hierarchal in nature does not, however, end the inquiry, for the form of church governance simply may not be dispositive. This is so because “[a] denomination need not adhere strictly to any one of the three polities mentioned-episcopal, presbyterial or congregational. It may avail itself of parts of one, two or even all three.” Id. at 668 , 241 A.2d at 699 .

In fact, that a particular denomination has characteristics of one form of polity does not preclude it from sharing characteristics with the others. Id. at 664 , 241 A.2d at 699 . And, of course, an hierarchal form of government does not mean that the use and control of church property may not be subject to a congregational polity. Id.

Eldership I is illustrative of the latter point. Although itself hierarchal in nature, the constitution of the General Eldership of the Church of God was silent on the issue of the ownership and control of local church property, although it recommended deeding such property to trustees to be held in trust for the church and the insertion in the deeds of provisions providing for the reversion of the property to the appropriate annual eldership in the event of the church’s becoming extinct or failing to remain doctrinally compatible. Id. In addition, the annual elderships’ constitution provided for reversion only in the event of extinction or cessation and the local charter of one of the local churches expressly stated that affiliation with a larger denomination would have no effect on its ownership and control of its property.

Id. at 665-66 , ³¹⁸ 241 A.2d at 700 . It was to the Court, therefore, “plain that it was never contemplated that the property of the local churches should be subject to the control of the Eldership.” Eldership II, 254 Md. at 170 , 254 A.2d at 168 . See Hayman v. St Martin’s Evangelical Lutheran Church, 227 Md. 338 , 176 A.2d 772 (1962), cited in Eldership I, 249 Md. at 671 , 241 A.2d at 703 , for the proposition, “[E]ven though a denomination may generally have a pres-byterial polity, its relationship with a local congregation in regard to the property of that congregation may be on the basis of a congregational polity, and, further, if the by-laws of the parent body are not inconsistent with the provisions of the charter and by-laws of the local congregation providing for the control by the local congregation over its property, a minority of the congregation, although reorganized as the ‘congregation’ by the parent body, is not entitled to the property of the local congregation and to control the local corporation.” Babcock and Polen are examples of hierarchal denominations utilizing one of the accepted methods to maintain ownership and control of local church property. In Babcock,