From the Heart Church Ministries, Inc. v. African Methodist Episcopal Zion Church, 3

• Decision Date: 24 July 2002
• Docket Number: No. 3,3
• Citation: 370 Md. 152,803 A.2d 548
• Parties: FROM THE HEART CHURCH MINISTRIES, INC., et al. v. AFRICAN METHODIST EPISCOPAL ZION CHURCH, Mid-Atlantic II Episcopal District, et al.
• Court: Maryland Court of Appeals

803 A.2d 548

370 Md. 152

FROM THE HEART CHURCH MINISTRIES, INC., et al. v. AFRICAN METHODIST EPISCOPAL ZION CHURCH, Mid-Atlantic II Episcopal District, et al.

No. 3, Sept. Term, 2000.

Court of Appeals of Maryland.

July 24, 2002.

Jack Lipson, (Darryl W. Jackson, Laura K. McNally, Jamellah L. Braddock, Stephen E. Jones, Erica Y. Williams of Arnold & Porter, on brief) Washington, DC, (Robert C. Park, Jr., Midgett S. Parker, Jr., Gerald W. Heller and James E. Gilbert of Linowes and Blocher LLP, on brief) Silver Spring, of counsel, (Steven E. Murray, Gloria J. Matthews, Norman D. Romney, Cecilia R. Jones and Malik O. Ellis of From The Heart Church Ministries, Inc., on brief) Temple Hills, for appellants.

James E. Ferguson, II (James E. Ferguson, III of Ferguson, Stein, Wallas, Adkins, Gresham & Sumter, P.A., on brief) Charlotte, NC, Thomas R. Kline and (Thomas E. Starnes of Thomas L. McCally and Tina Maiolo of Carr, Goodson and Warner, on brief) Rev. John L. Walker of Landover, for appellees.

Argued Before BELL, C.J., ELDRIDGE, RODOWSKY,¹ RAKER, WILNER, CATHELL and HARRELL, JJ.

BELL, C.J.

The issue presented in this case involves the ownership of church property after a local church, incorporated under the Maryland Religious Corporations Law, Md.Code (1957, 1999 Replacement Volume) Title 5, Subtitle 3 of the Corporations and Associations Article,² but affiliated with a religious denomination, terminates that affiliation. The Circuit Court for Prince George's County determined that the church property belonged to the religious denomination. We issued the writ of certiorari to review the issue. We shall reverse.

I.

A.

From The Heart Church Ministries, Inc., one of the appellants ("From The Heart"), was organized in Marlow Heights, Maryland in 1981, as an affiliate of the African Methodist Episcopal Zion Church, one of the appellees³ ("A.M.E. Zion"). It was organized by Reverend Doctor John A. Cherry, the other appellant, its pastor, to whom A.M.E. Zion had given a Pastor's Certificate of Appointment and whom it had reappointed to that position for every term thereafter until the withdrawal, and the church's 24 members. On May 2, 1983, trustees, who had been elected by the congregation a year earlier, formally incorporated the church under the Maryland Religious Corporations Law, see § 5-304,⁴ as Full Gospel A.M.E. Zion Church, Inc.⁵ Its purpose, as stated in the Articles of Incorporation ("charter"),⁶ was:

"To conduct a church for Christian religious purposes and to perform all necessary and allowable activities in connection therewith or incidental thereto, and to engage in any other lawful activity in accordance with the Disciplines of the African Methodist Episcopal Zion Church.

"To do anything permitted by Subtitle 3 of Title 5 of the Corporations and Associations Article of the Annotated Code of Maryland, the Religious Corporations law.[⁷]"

Shortly after its incorporation, Full Gospel, on May 13, 1983, purchased "for use in its growing ministry" property located at 5311 St. Barnabas Road in Oxen Hill, Maryland. The deed to that property listed as owner Full Gospel A.M.E. Zion Church, Inc., a Maryland Religious Corporation. Full Gospel subsequently acquired additional, adjacent property, which it also took in its name alone, and, between 1988 and 1999, other real and personal properties, which were similarly titled. None of the deeds to the real properties, nor the documents reflecting ownership of any of the personal property, moreover, contained a clause creating a trust in favor of, or providing for reversion to, A.M.E. Zion, which did not make any direct financial contribution to the purchase of any of the property.

In 1991, Full Gospel's Board of Trustees adopted church By-laws and amended its Articles of Incorporation.⁸ The By-laws broadened Full Gospel's purpose, stating that it "is to conduct a church for Christian religious activities," as contrasted with the requirement to act "in accordance with the Discipline of the African Methodist Episcopal Zion Church." Pursuant to the By-laws, moreover, the trustees were vested with full control of Full Gospel's church property. The By-laws provided that, in furtherance of the church's purpose:

"[T]he Corporation may receive property by gift, devise or bequest, invest and reinvest the same and apply the income and principal thereof, as the Board of Trustees may from time to time determine, either directly or through contributions through any charitable organization or organizations, exclusively for religious, charitable, and educational purposes, and engage in any lawful act or activity for which corporations may be organized under the general laws of the State of Maryland.

"In furtherance of its corporate purposes, the Corporation shall have all the general powers enumerated in Section 2-103 of the Maryland General Corporation Law as now in effect or as may hereafter be amended."

The amendment of the Articles of Incorporation deleted all reference to the A.M.E. Zion denomination. In addition to the same broad statement of purpose as in the By-laws, the amended Articles addressed specifically the disposition of church property on the dissolution of the corporation. As amended, the Articles provided:

"In the event of dissolution or final liquidation of the Corporation, all remaining assets of the Corporation [the church] shall ... be distributed to such organization or organizations organized and operated exclusively for religious, or charitable, or educational purposes as shall at the time qualify as an exempt organization or organizations ... as the Board of Trustees shall determine."

Full Gospel amended its Articles of Incorporation again on June 15, 1998. This amendment adopted the church's present name, From The Heart Ministries, Inc., and provided, consistent with its By-laws, that the church would have all of the general powers of a Maryland corporation, as enumerated in § 2-103 of the Corporations & Associations. Article.⁹ The 1998 charter amendment, like the predecessor 1991 amendment did with respect to Full Gospel, also expressly authorized From The Heart to distribute its assets and property, upon dissolution or final liquidation, to such charitable organizations as its Board of Trustees should determine. Moreover, the 1998 amendment gave the Board of Trustees full power to act on behalf of the church and to conduct any business matters of the church, to adopt By-laws for the church, and to amend, or promulgate new, Articles of Incorporation for the church.

B.

The A.M.E. Zion Church,¹⁰ founded in 1898, is a religious denomination, international in scope, made up of affiliated churches. It's organizational structure is hierarchical, although the church itself characterizes it as "connectional." Under this structure, the affiliated local churches report to one of twelve bishops, who in turn report, quadrennially, every four years, to the General Conference, the governing body of A.M.E. Zion. Comprised of clergy and lay delegates from around the world, the responsibilities of the General Conference include revising the Book of Discipline of the African Methodist Episcopalian Zion Church, A.M.E. Zion's governing policies. Between sessions of the General Conference, A.M.E. Zion is governed by its bishops, who also oversee the various Annual Conferences, which meet yearly to address concerns of the clergy and laity located within the various regions into which the administration of the church is divided.

The rules and regulations of the A.M.E. Zion denomination are codified, and published, in its Book of Discipline of the African Methodist Episcopalian Zion Church. The "Book of Discipline" is published quadrennially. Because they were applicable either when property was purchased or while it was being held prior to From the Heart's disaffiliation, several editions of the Book of Discipline, specifically those dating from 1980 through 1996, are relevant to the resolution of the case sub judice. Given that the applicable provisions of each of those editions are identical and both parties rely only on the 1996 edition of the Book of Discipline, however, we likewise shall restrict our consideration to that edition.

The 1996 Book of Discipline addresses, as did the predecessor and successor editions, the requirement that places held or hereafter acquired by a local church, for the purpose of worship or parsonage, be held in trust for A.M.E. Zion denomination. Paragraph 494 provides:

"All written instruments of conveyance by which premises are held or hereafter acquired, for use as a place of Divine worship for members of the African Methodist Episcopal Zion Church or for other church activities, shall contain the following trust clause:

`In trust, that said premises shall be used, kept, maintained, and disposed of as a place of divine worship for the use of the ministry and membership of the African Methodist Episcopal Zion Church in America; subject to the discipline, usage and ministerial appointments of said church as from time to time authorized and declared by the General Conference of said church, and the Annual Conference in whose bounds the said premises are situated. This provision is solely for the benefit of the grantee, and the grantor reserve[s] no right or interest in said premises.'" The same requirement is imposed on the deeds for parsonage property by ¶ 495.1. It provides:

"1. All written instruments by which premises are held or hereafter acquired as a parsonage for the use and occupancy of the ministers of the African Methodist Episcopal Zion Church shall contain [the same trust clause as set out in ¶ 494, creating a trust, solely for the benefit of the grantee, over such parsonage property]."

Under ¶ 493, "[i]t is the duty of the Pastor and Presiding Elder to see that our Church Property is deeded according to our Book of Discipline, and duly incorporated in accordance with the laws of the State or the Territory in...