Appeal from the Circuit Court for Anne Arundel County; Duckett, J.
Brune, C. J., and Henderson, Hammond, Prescott and Sybert, JJ. Brune, C. J., delivered the opinion of the Court.
This is a suit for a declaratory judgment, brought by the minority faction of a church congregation split by a schism, to determine which group has the right to church property and to direct the affairs of the church corporation. The only issues before us on the merits of the controversy are: (1) whether the majority had the right, after a vote in accordance with its by-laws and the provisions of Code (1957), Art. 23, §§ 264 and 265, to withdraw from the "parent" organization, the Evangelical and Reformed Church, and (2) whether the minority or the majority has the right to control the church corporation and its assets after such withdrawal. The Circuit Court resolved these questions in favor of the majority.
The church involved, now St. Martin's Evangelical Lutheran Church of Annapolis (hereinafter "St. Martin's"), was established in April, 1874, as the German Evangelical Lutheran Church. On June 20, 1874, it filed articles of incorporation, valid for 40 years, in the Circuit Court for Anne Arundel County; and when this charter expired in 1914 the congregation continued as an unincorporated religious society affiliated with the German Evangelical Synod of North America. In 1934 this German Evangelical Synod of North America consolidated
with the Reformed Church and the resulting body became the Evangelical and Reformed Church. St. Martin's continued to be affiliated with this group. In 1949 St. Martin's was incorporated pursuant to Art. 23, §§ 275-286 Code (1939) and 1947 Supp., now Code (1957), Art. 23, §§ 256-270, and its charter then adopted and by-laws adopted thereunder were in force when the transactions here involved took place. In 1957 the Evangelical and Reformed Church and the General Council of the Congregational Christian Churches decided to form the United Church of Christ. An interim governing document, the "Basis of Union", was adopted until a constitution and by-laws were approved (as the appellee states) on July 4, 1961, during the pendency of this appeal. Both the Basis of Union and the constitution and by-laws later adopted provided that the basic unit was the local church, producing a congregational polity under which each local church had the right to adopt its own charter and by-laws and control its own property.
Initially, the congregation of St. Martin's favored the consolidation under the "Basis of Union", and instructed its delegation to vote in favor of it at the Synodical Meeting. The council of St. Martin's also voted to change the name of the corporation to "St. Martin's United Church of Christ", but this change of name was never filed with the State Tax Commission (or its successor) pursuant to Art. 23, §§ 264(4) and 269, Code (1957). Upon receipt of a copy of the proposed constitution for the United Church of Christ, the congregation decided to reappraise this decision in light of the doctrines of belief set forth therein. In March, 1960, a special meeting of the church corporation was convened in accordance with its charter and by-laws and pursuant to Art. 23, §§ 264, 265 Code (1957) to vote on the question whether St. Martin's would become a member of the United Church of Christ. By a vote of 173 to 34 the congregation decided to sever its relationship with the Evangelical and Reformed Church and thereby to remove itself from the consolidation of that body and the General Council of Congregational Christian Churches into the United Church of Christ, and to apply for affiliation with the United Lutheran Church. The plaintiff-appellants here represent the thirty-four minority voters who favored
the consolidation. The decree of the Circuit Court ordered the refund of their contributions to a building fund, and there is no cross-appeal by the appellee on that score.
When St. Martin's was incorporated in 1949 Part I, Art. IV of its by-laws provided:
"This congregation is, and shall be, a member of the Evangelical and Reformed Church or its successors. Withdrawal from the Church can take place only if two-thirds of the voting numbers of the congregation present at a meeting called for this purpose shall favor such withdrawal."
This is the provision under which the March, 1960 meeting was called and the vote to withdraw from the Evangelical and Reformed Church was taken. It is conceded that all requirements as to notice of and eligibility to vote at that meeting were complied with. However, appellants contend that Part I, Art. IV of St. Martin's by-laws adopted in 1949 is invalid. Neither these by-laws nor the charter of 1949 were submitted to the Evangelical and Reformed Church for approval and appellants contend, ...