The herald., 1895-10-16

ed that the defendant the First Presby-
terrain church, a corporation. and the de-
PENDANTS Miller and Newton, hold in trust
for the use of the Central Presbyterian
church of Los Angeles, voluntary, I'M
incorporated religious society, the sum
of $23, 79l, awarded in the proceedings
referred to- to be paid over to the duly
. lected trustees of the said Central Pres
byterian church, and that in the mean
time they be restrained from disposing OF
or altering the condition of SAID funds
The atfidavits on the part of the de-
PENDANTS aver that neither by The form OF
government nor book of discipline nor
by any other rule, regulation or author
ity whatever, is the management OF the
temporal affairs of the Presbyterian
church OF the United States OF America
vested in the ecclesiastical tribuna Is.
And they deny any power whatever to
compel any person member OF any
church to become q member of any other
church. Presbyterian or other.
The hearing on the application for an
injunction and the demurrer to the COM
plant occupied several days, principally
in oral argument of respective counsel
for the parties, and the briefs filed SUISSE
quent to the hearing cover, IN the aggre-
gate, some 200 pages. In the oral argu-
ments and the briefs counsel have appar-
entity exhausted the law bearing on the
various questions presented, and the
discussion has been exceedingly interest
ing and instructive: but in the opinion
OF the court it is not necessary to consid-
or much OF what has been thus presented
in disposng OF the case.
The First Presbyterian church was in
corporated, or took steps to be incorpo
rated, under the provisions OF the civil
code, section 593. which reads as follows:
ANY number of persons associated to-
gether for any purpose where pecuniary
prof is not their object, and for which
nd vi ma Ia WI mi at
selves, may, in accordance with the
rules, regulations, or discipline OF such
association, elect directors, the number
thereof to be not less than three nor
more than eleven, and may incorporate
themselves as provided in this part"
Some technical objections were pointed
out in the incorporation proceedings IN
this case, but that is quite MINISTERIAL
inasInuch as the BODY assumed to be in
corporated purchased and held property
as such and transacted other business IN
good faith as a corporation since It took
steps to become incorporated in 1875 as
set out in the com plant; it is, therefore, a
corporation de fac:o at least, if nor de iure.
and as such is not subject to collateral
attack. q. c. 3oS. 1t is claimed by the
plaintiffs counsel that only those who
signed the articles OF incorporation be-
came incorporated, but that is clearly
mistake. The persons associated together
as a society were incorporated. and the
incorporation was the First Presbyterian
church of Los Angeles. If the corpora
ton has no capital stock, as in this case.
the incorporators and their successors
are called members. c. G. 229. Section
800 says: MEM bers admitted after i'll
corporation have all the rights and priv
ileges, and are subject to the same re-
sponsibilities as members of the associa-
ton prior thereto" Section COL: mo
member or his legal representative must
lion of ~ fran far r 10 nj n vi
lege conferred on him by reason of his
embership of such corporation, or be
deprived thereof, except as herein pro-
vided." Showing that the mem hers OF
the association or body become incurpo-
rated. Again it is claimed the incorpora-
ton was in accordance with the rules
and regulations or discipline of the 1850
cation, which Is another mistake. The
reading of the section, 1T Will be seen, is
that such persons or individuals associa-
ted together may, in accordance with the
rules and regulations or discipline of
such society, elect directors as step to-
wards becoming incorporated. but the
corporation is formed under and in &C.
cordance, with the law OF the state, and
an incorporation is creature of the law,
having certain powers and duties of
natural person.
!. Being created by the law. 1t may con-
tinue for any length of time which the
law presciibes. c. G. 2S3. These corpo-
rati ons for purposes other than profit are
also authorized to make bylaws in addi-
lion to the bylaws made by corporations
for profit. out none of such bylaws must
CT the state. The corporate powers, bus
mess and property of all corporations
must lie exercised, conducted and con-
trolled by the board of directors, and
these directors OF corporations other than
for profit are chosen by the mem bers and
az bau IN r.
poration. G. @. 305 and 403.
This action is based upon the theory
that the judgment or decree of the eccle-
siastical tribunal referred to divided the
First Presby terian church, and has estab.
lished N this place two other churches,
and that the plaintiffs, mem bers of one
of those churches, have such right in
law or equity to portion of the funds
or assets of the corporation, the First
Presbyterian church, that they can call
upon civil court to have that right en-
forced. The division of the church and
the distribution of the funds as proposed
would be dissolution and extinction Of
| the corporation. 1t can hardly be con-
ceived that q corporation can exist with
out members and without property or
assets; and the question is Therefore fairly
and sluarely presented, Can an incorpo-
ration formed and existing under the
laws of our state be dissolved and de-
stroyed in that manner?
The COTE provides how corporations
may be dissolved. G. G. 1893. In the
case of voluntary dissolution the mode
is pointed out in the code of civil
procedure, section 1927 ct seq. 1t
is effected by an application on the part
of the corporation to the superior court
as in the code prescribed. An involun-
tary dissolution Is effected by proceed
ing brought by the attorney general In
the name of the people of the state U.
G. P. S02, ct seq. 1t has been held in
many cases in this stae that, under our
code and the former statutes. which are
similar, a corporation csn be dissolved
only as therein pointed out. In Neall
VS.. Hill, 16 Cal. lag, receiver had been
appointed in the lower court and the SUI
preme court say they are OF the opinion
that the court erred in the appointment
of a receiver. 'This decree, if permitted
to stand. must necessarily result in the
dissolu ton OF the corporation; and In
that event, the court will have accom-
plished in an indirect mode that which.
IN this proceeding, it hac no power to do
directly. II is we'll settled that a court
of equity, as such. has NO jurisdiction
over corporate bodies, for the purpose of
restraining their operations or winding
up their concerns. We do not find that
any such power has ever been exercised,
in the absen ce of a statute comforting the
jurisdiction. There is no doubt that in
tie present case the court mad Jurisuic-
ton to compel the officers of the corpora
tion to account for any breach of trust,
but the jurisdiction for that purpose was
Oyor the Office personallv and mt yer