of this state may elect to continue its existence under this title by filing a certificate to that effect, under its corporate seal and the hand of its incumbent, or amended articles of incorporation, in the form required by this title, and as prescribed by section two hundred and eighty-seven of this code; and from and after the filing of such certificate or amended articles, such corporation shall be entitled to the privileges and subject to the duties, liabilities, and provisions in this title expressed. En. Stats. 1877-78, 84. Amd. 1880, 6; 1897, 101.

Legislative History.

The section as amended in 1880 is the same as the above, except that it does not contain the second sentence. The original section is the same as the amended section of 1880, except that it was the district judge instead of the superior court judge who was given access to the books of the corporation.

Annotation.

Corporation Sole.-In California a corporation sole can be created only by compliance with the provisions of this section. A grant to a particular person eo nomine "and to his successor in office as bishop" of a particular church does not pass any estate to a subsequent incumbent of the office of such bishop, unless the bishop was a corporation sole. (Blakeslee v. Hall, 94 Cal. 159, 29 Pac. 623.) A corporation sole has no need of a corporate seal, nor of a secretary or treasurer nor of by-laws. His own will and judgment alone regulate his acts, like any other individual acting in his own right. His possession of land can in no way be distinguished from his holding thereof as a sole corporation when the title is in the corporation. (Roman Catholic Archbishop v. Shipman, 79 Cal. 288, 21 Pac. 830.)

A sole corporation consisting of a Roman Catholic archbishop cannot acquire title by adverse possession of land of which the legal title is vested in him as a private individual though held in trust for the sole corporation. (Roman Catholic Archbishop v. Shipman,

79 Cal. 288, 21 Pac. 830.)

Religious Corporations.-Under act of April 22, 1850, may take by (Estate of Eastman, 60 Cal 308.)

will.

CHURCHES, HOW INCORPORATED.

Sec. 603, C. C. Whenever the regulations, rules, or discipline of any church or religious society require, for the admin

istration of the temporalities thereof, or for the management of the property or estate thereof, any diocese, synod, or district organization of such church or religious society may elect directors and become an incorporation in the manner prescribed in this title, and with all the powers and duties, and for the uses and purposes in this title provided for benevolent or religious incorporations, and subject to all the conditions, limitations, and provisions in said title prescribed, except as otherwise provided in this section; provided, that directors of such incorporation may be elected, and that the by-laws for its government may be made and amended by the convention, synod, or other representative body of such church or religious society, in and for such district, in accordance with the constitution, by-laws, discipline, or regulation thereof, at any regular meeting, or special meeting called for that purpose; and, provided, the certificate of incorporation and of the election of directors to be filed shall be sufficiently signed and attested by the signature of the presiding officer and secretary of the representative convention, synod, or other such body, in which such election is held; and, provided, all property held by such incorporation shall be in trust for the use, benefit, and purpose of the church or religious society by and for which such incorporation was formed, and in and of which such diocese, synod, or other district is an organized or constituent part; and that the limitation in section five hundred and ninety-five shall not apply to corporations formed under this section, when the land is held or used for churches, hospitals, schools, colleges, asylums, parsonages, or cemetery purposes. En. Stats. 1885, 109.

Section Cited

Sanchez v. Grace M. E. Church, 114 Cal. 300, 301, 46 Pac. 2; People v. G. G. Lodge, No. 6, 128 Cal. 262, 60 Pac. 865.

Annotation.

Church Incorporation. The incorporation of a church is subordinate in the life and purposes of the church, and its functions and objects are to stand in the place of an agent holding title to the property and managing it in the interest of the church as ecclesiastical body, and its position is that of a trustee, holding property for the use and enjoyment of the church, and every mem

an

her is a beneficiary of that trust; and courts will deal with the property of a church, and enforce a trust therein in the same way, whether it is incorporated or not. (Wheelock v. First Presbyterian Church, 119 Cal. 477, 51 Pac. 841.)

For the incorporation of a church as a religious body, under the Civil Code of this state, is permitted only as a convenience to assist in the conduct of the temporalities of the church, and notwithstanding incorporation, the ecclesiastical body is all important. (Wheelock v. Presbyterian Church, 119 Cal. 477, 51 Pac. 841.)

And the fact of incorporation of a church under the Civil Code, in accordance with its rules, regulations, and discipline, does not stand in the way of or preclude an ecclesiastical division of the church into two churches under an ecclesiastical authority having jurisdiction of that matter. (Wheelock v. First Presbyterian Church, 119 Cal. 477, 51 Pac. 841.)

And the presbytery, as an ecclesiastical court, has power to deal with the Presbyterian church as an ecclesiastical body, in all matters ecclesiastical, and has power to dissolve and disband a church and to divide it into two new and independent organizations, and its decisions and decrees pertaining to the church as an ecclesiastical body are not only binding upon that body, but are also binding and conclusive upon the courts, wherever and whenever material to pending litigation. (Wheelock v. First Presbyterian Church, 119 Cal. 477, 51 Pac. 841.)

So where any incorporated Presbyterian church has been divided by the Presbytery, a court of equity will divide a trust fund held by the corporation for the benefit of its members, pro rata between the two churches, according to the number of members assigned by the Presbytery to each new church organization decreed to be formed; and it is immaterial to inquire whether such division will have the effect indirectly to work the dissolution of the corporation or not. (Wheelock v. First Presbyterian Church, 119 Cal. 477, 51

Pac. 841.)

In the formation of corporations under this section it is essential that the articles should be signed and acknowledged as provided in section 290 of this code. The rule is not changed by this section. (People v. G. G. Lodge, No. 6, 128 Cal. 262, 60 Pac. 865.)

Power of Officers to Bind Corporation.-Secretary of religious corporations has no power to bind corporation by entering into a contract for street improvements in front of corporate property. Authority to make such contract is vested in trustees of corporation, and is only to be exercised by them in their collective capacity, or by such agents, real or ostensible, as they have accredited, or are deemed to have accredited. (Thompson v. M. E. Church, 113 Cal. 558, 45 Pac. 838.)

Such corporation cannot be held liable on an unauthorized contract of its secretary on the ground that it had accepted its benefits,

if, in fact, it expressly repudiated the contract, and the work done under it proved wholly worthless. (Thompson v. M. E. Church, 113

Cal. 558, 45 Pac. 838.)

SAME.

Sec. 604, C. C. Any church or other religious association in this state, composed of two or more constituent parishes, missions, congregations or societies, having a common convention, synod, council, or other representative legislative body, may be incorporated by such representative body under this part and subject to the provisions of this title, except as otherwise provided in this section. The representative body of such religious association electing to incorporate the same shall determine the name of the proposed corporation, the purpose for which it is formed, the place where its principal business is to be transacted, the term for which it is to exist, and the number of its directors, and shall elect its directors for the first year. The articles of incorporation need only be signed and acknowledged by the presiding officer and secretary of such representative body, and in addition to the requirements of section two hundred and ninety, shall set forth the proceedings herein prescribed for said representative body, and that the same were duly had in accordance with the constitution, canon, rules or regulations governing the other proceedings of said representative body, and the time and place thereof. The directors of such corporation shall be elected annually by the representative body of the association. The representative body providing for such incorporation shall frame by-laws for the corporation, and such by-laws may be repealed or amended, or new by-laws may be adopted by any subsequent representative body in accordance with the constitution, canons, rules, or regulations governing the other proceedings of such representative body. Such corporation may hold and administer not only the common property, funds, and money of such association, but also the property, funds, and money of any constituent parish, mission, congregation, or society. The limitation in section five hundred and ninety-five shall not apply to corporations formed under this section when the land is held. or used for churches, hospitals, schools, colleges, asylums, parsonages, or cemetery purposes.

Sec. 2. An act entitled "An act to amend an act entitled 'An act to establish a Civil Code,' approved March 21st, 1872, by adding a new section thereto, to be known as section 604, relating to the formation of religious incorporations for holding and administering church property," approved March 12th, 1885, being inconsistent herewith, is hereby repealed. En. Stats. 1887,

104.

CONSOLIDATION OF DEBTS.

Sec. 605, C. C. Any corporation, now or hereafter organized for purposes other than profit, may consolidate its debts, property, assets and franchises, with any other like association or corporation, either created under the laws of the state of California or under the laws of any other state or territory, in such manner as may be agreed upon by the respective boards of directors, or trustees, of such corporations; provided, however, that no such consolidation shall take place without the written consent of three-fifths (3-5) of the boards of directors, or trustees, of each of the corporations so consolidating, and such consolidation must not in any way relieve either of the corporations parties to it from any or all just debts or liabilities; provided, further, that in case of any such consolidation, due notice of the same must be given by advertisement published for one month in at least one newspaper published at the place of the principal business of each of the corporations so consolidating. When their consolidation is completed, a copy of the new articles of incorporation must be filed with the Secretary of State, in the same manner as the original articles of incorporation are required to be filed. En. Stats. 1903. 251.