DocketNumber: No. 23613
Citation Numbers: 131 N.E.2d 439, 102 Ohio App. 552, 75 Ohio Law. Abs. 29
Judges: SKEEL, J.
Filed Date: 1/12/1956
Status: Precedential
Modified Date: 1/13/2023
This appeal is on questions of law and fact from a decree entered in the Common Pleas Court enjoining the defendants from acting as trustees of the plaintiff, from disturbing *Page 553 the membership and from collecting funds of the church and ordering the defendants to render an accounting of church funds.
The plaintiff's petition alleges that it is a corporation not for profit organized for religious purposes and maintaining its place of worship at 8226 Central Avenue. It alleges also that the defendants are officers, "to wit: members of the board of trustees and that as such officers, defendants were responsible for handling and managing the business affairs of said corporation."
The petition then alleges that the defendants as trustees failed to handle and manage the business of the corporation properly, that, contrary to the wishes of the congregation, they created a new corporation under the style of East End Church of God, Inc., and have allowed such new corporation to occupy the property of the plaintiff contrary to its wishes and have failed to account to its (the plaintiff's) members for the funds received and the amounts expended, and that the creating of the new corporation was a scheme to undermine The East End Church of God and to take from it by fraud and deceit its real estate.
The plaintiff alleges further that upon notice a meeting of the membership of the plaintiff was held for the purpose of electing new trustees; that the defendant trustees, Tony Logan, Mary Burts and Bernice Logan, were immediately notified after the meeting and the election of new trustees that they were no longer trustees of the corporation known as The East End Church of God and that they should cease to function as trustees; and that it was demanded that they and The East End Church of God, Inc., vacate the premises of The East End Church of God. The petition then alleges that defendants refuse to cease functioning as trustees of the plaintiff and refuse to vacate its premises, and that they are disturbing and disrupting the unity of the Church, causing an uproar among its members, and continue to collect rents and take the income of the Church without accounting therefor.
The defendants' answer admits that they are the trustees of the plaintiff corporation, incorporated under the laws of Ohio in 1936, and that the corporation is the owner of the church *Page 554
property known as The East End Church of God at 8226 Central Avenue. Defendants allege that the new corporation was organized in 1953 under the provisions of Section
No reply was filed by the plaintiff.
From the facts alleged in the petition and admitted in the answer, it is established that the plaintiff is a nonprofit corporation, having been organized and incorporated under the laws of Ohio in 1936 for religious purposes, its place of worship being in the corporation property located at 8226 Central Avenue in Cleveland; and that the defendants were the duly elected and acting trustees of said religious nonprofit corporation as of the date of the filing of plaintiff's amended petition.
The attempt to reincorporate the plaintiff, by securing a new charter in 1953 so that the name of the corporation would correspond with the recorded title of the church property, did not in fact change the corporate structure of the plaintiff or the power of its officers, provided the membership authorized the amendments under the provisions of Section
It having been established by the allegations and admissions of the pleadings that the defendants are the trustees of the plaintiff, The East End Church of God, a religious nonprofit corporation, without further allegations that they have been removed from their offices through administrative procedure or that such offices or any of them had been otherwise vacated, there were no vacancies to be filled by the meeting of November 16, 1954, even if such meeting was properly called (which fact does not appear from the pleadings or the evidence). The members could not elect other trustees for the plaintiff while the defendants were still lawfully in office.
The statutory provisions dealing in part with the organization and management of nonprofit corporations of Ohio, including the creation of such corporations for religious purposes, are as follows:
Section
On the face of the admitted facts in the record and the authority of these sections, the plaintiff was, as a matter of law, without power to elect new trustees on November 16, 1954. Therefore a decree is entered for the defendants, and the prayer of the plaintiff's petition dismissed.
Decree for defendants.
KOVACHY, P. J., and HURD, J., concur.