Klix v. Polish Roman Catholic St. Stanislaus Parish
| Decision Date | 06 April 1909 |
| Citation | 118 S.W. 1171,137 Mo.App. 347 |
| Parties | KLIX et al., Appellants, v. POLISH ROMAN CATHOLIC ST. STANISLAUS PARISH, a corporation, et al., Respondents |
| Court | Missouri Court of Appeals |
Appeal from St. Louis City Circuit Court.--Hon. Daniel G. Taylor Judge.
AFFIRMED.
Judgment affirmed.
Mackay & Mackay for appellants.
The plaintiffs were members of the old congregation of St Stanislaus and under the articles of association and deeds read in evidence became members of the new corporation known as the Polish Roman Catholic St. Stanislaus Parish. R. S 1889, sec. 2822; North St. Louis Church v. McGowan, 62 Mo. 279; 2 N. Y. Stat. 1813, p. 212; Robertson v. Bullions, 11 N.Y. 243, 9 Barb. 64; Bank v. St. Anthony's Church, 109 N.Y. 520; Coal Co. v. Bingham, 97 Mo. 196; West Koshkonong Congregation v. Ottesen, 80 Wis. 62; Holm v. Holm, 81 Wis. 374; Spiritual & Philosophical Temple v. Vincent (Wis.), 105 N.W. 1026; Trustee v. Bly, 73 N.Y. 323; 24 A. and E. Ency. Law (2 Ed.), 361; Baptist Church v. Witherell, 3 Paige 296; Dubs v. Egli, 167 Ill. 514; Christian Church v. Church of Christ, 219 Ill. 503. Plaintiffs have the right to sue on behalf of themselves and those represented by them in an equitable proceeding and relief may be granted to all; it is unnecessary to enter the special appearance of all. Lilly v. Tobein, 103 Mo. 477, 488; 15 Ency. Pl. and Pr. , 727; Gibson, Suits in Chancery (2nd Ed.), sec. 92; Story, Eq. Pl. (10th Ed.), sec. 99. The incorporation of the defendant corporation is not in conflict with the Constitution of Missouri. The question of its legality was not raised by the pleadings, nor can it be determined in this collateral proceeding. Mo. Const., art. 3, sec. 8; Catholic Church v. Tobbein, 82 Mo. 419; St. Georges Church v. Branch, 129 Mo. 226, 243; State v. Westminster College, 175 Mo. 52; In re St. Louis Institute, 27 Mo.App. 633. The by-laws of the defendant corporation are illegal and void because adopted by the directors and not by the corporation, and because they are unreasonable, oppressive and harsh. 10 Cyc. 353-357; R. S. 1899, secs. 971 (sixth), 969, 1403; Carroll v. Bank, 8 Mo.App. 249, 253; Savings Assn. v. Printing Co., 25 Mo.App. 642, 647; Walser v. Ptg. Co., 56 Mo.App. 145, 155; Trust & Savings Co. v. Home Lumber Co., 118 Mo. 447, 456; Thomas v. Musical Mutual Protective Union, 121 N.Y. 45.
Daniel Dillon for respondent.
Plaintiffs are not members of the corporation defendant, and as their petition and claim for relief is bottomed on their allegation that they are such members, their petition was properly dismissed. R. S. 1899, secs. 1394, 1395, R. S. 1889, secs. 2821, 2822. This point will be discussed at length in the argument. Under the facts established at the trial plaintiffs have no ground whatever for asking the aid or interference of a court of equity. The facts developed at the trial show that the corporation defendant has faithfully and honestly lived up to the purposes for which it was incorporated and has honestly and successfully and with remarkable ability improved and managed the corporate property and finances, and has provided the Polish Catholics in St. Stanislaus parish with a magnificent church, open at all suitable hours, and in which all the services, devotions and exercises usual and customary in Catholic churches, are conducted and carried on. The corporation also provided a school for the parish. 24 Am. and Eng. Ency. (2nd Ed.), p. 351. Determann v. Lueherman, 74 Iowa 275; Fallbright v. Higginbotham, 133 Mo. 678. This point will also be discussed in the argument. The legality or regularity of the election of directors of the defendant corporation cannot be passed upon in this form of proceeding. They can be removed by quo warranto only. R. S. 1899, sec. 1407; Railroad v. McPherson, 35 Mo. 13; St. Louis Co. Court v. Sparks, 10 Mo. 117; St. Louis v. Shields, 62 Mo. 252; Catholic Church v. Tobbein, 82 Mo. 424; State ex rel. v. Meek, 129 Mo. 431; Hughes v. Parker, 20 N.H. 58.
On February 29, 1888, an incorporated religious society styled the Franciscan Fathers of the State of Missouri by a deed duly executed, conveyed to Peter Richard Kendrick, Archbishop of the city of St. Louis, certain described tracts of land in said city "in trust for the congregation of St. Stanislaus of the city of St. Louis and assigns forever;" the said Franciscan Fathers covenanting that they and their successors would warrant and defend the title to the premises unto the said party of the second part (Archbishop Kendrick) and unto his successors in trust and assigns forever. This deed recited a consideration of $ 12,000, but according to the evidence no consideration was paid. The cestui que trust, the Congregation of St. Stanislaus, is composed of Polish communicants of the Roman Catholic Church, residing in St. Stanislaus Parish in the city of St. Louis and who are members of a certain church in said parish. The pastor or priest of the parish in 1885 was Rev. Urban Stanowski, and he has been the incumbent ever since. At the origin of the controversy which gave rise to this litigation, the congregation was a large and wealthy one we understand, consisting of nearly two thousand members, owning property, including a church and a parochial school building valued at about $ 300,000, and receiving and dispensing annual revenues amounting to $ 7,000 and upwards. The buildings were erected with contributions from the members and the yearly income is collected in the same way. The congregation maintained a parochial school and perhaps other auxiliary enterprises. In 1891 a new church house was to be erected at a cost which made it necessary to borrow money, and it was deemed best to form a corporation to take and secure the loan. Rev. Urban Stanowski, the pastor, announced the purpose to do this to the congregation and no one objected, though it is not in proof that a vote was taken on the question. Said Stanowski and five other members of the congregation, selected by him, to-wit, Joseph Olszewski, John Grabowski, Josef Grabowski, Michal Werozynski and Wlodyslow Pilinski, signed a document styled Articles of Agreement of the Polish Roman Catholic St. Stanislaus Parish, and declared in the preamble they had associated themselves for the purpose of forming a religious association and had agreed on what followed in said Articles as a constitution. The first article of the constitution merely said the name of the association should be the Polish Roman Catholic St. Stanislaus Parish. The second, declared the purpose of the association should be to unite in a church congregation Polish Roman Catholics, maintain a Polish Roman Catholic Church, encourage attendance at Roman Catholic religious services, attendance at lectures of a religious, scientific or educational character and maintain a parochial school. The third article declared the business meetings of the association should be held at the residence of the priest of the parish at such times as might be determined by the by-laws to be adopted by the association. These three articles, which constituted the Articles of Agreement and also the Constitution of the proposed society, were submitted to the circuit court with a petition praying for a pro forma decree of incorporation, and in due time a decree was entered. The Articles of Agreement, with the proper certificate from the clerk of the circuit court and the recorder of deeds, were filed in the office of the Secretary of State and the latter issued a certified copy of the same as the charter of the corporation. This business was concluded May 2, 1891, and on May 8th, Archbishop Kendrick, as trustee for the congregation of St. Stanislaus, executed a deed to the "Polish Roman Catholic St. Stanislaus Parish, a corporation organized under the laws of the State of Missouri, of the same place," conveying to said corporation all the properties which had theretofore been conveyed to him by the Franciscan Fathers in trust for the said congregation. The deed to the corporation recited the former conveyance by the Franciscan Fathers in trust to Archbishop Kendrick and that the corporation was "successor to the rights of the cestui que trust, the congregation of St. Stanislaus." The six men who had petitioned for incorporation, adopted certain regulations, part of which are styled "Charter" and part "By-laws," but all of them are at the most merely by-laws; for the statutes of the State and the Articles of Agreement constitute the charter of the society. It is enough to state concerning the adopted regulations that they provided for the government of the corporation by six directors to be appointed by the Archbishop of St. Louis; for the filling of vacancies in the board by him; the adoption of by-laws and the election of new members of the corporate body by the directors, and that all the powers of said board should be exercised in conformity to the discipline and usages of the Roman Catholic Church and such regulations as might be established from time to time for the good of said church. Broad powers were vested in the priest of the parish as President of the Board, and primarily he and the directors control the corporation, but ultimately the archbishop of the diocese by virtue of his authority to appoint the directors. The members and officers of the body politic must be members of the St. Stanislaus congregation. These defendants, except one of them, have continued as directors of the corporation, managed its affairs and dealt with its property as they deemed best, without interference from the members of the congregation. In truth the evidence shows Rev. Urban Stanowski, the pastor, has dominated directly the entire management of the temporal and spiritual affairs of the...
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