:Law:

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:Corporation-Sole:

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:Corporation-Sole:

For the Office of the Pope(father)/Pontiff(bridge) of the Roman-Catholic(Universal)-Church is with the form of a corporation-sole.

The Vatican gave formal approval of the corporation sole as one of the methods of holding title of church property in a private letter sent to the American bishops in 1911.

For the text, see: 2 T. Bouscaren, Canon Law Digest 443 (1966)

A. Maida & N. Cafardl, Church Finances and Church Related Corporations 129 (1986)

A current review as of 1988 reveals about one-third of the diocesan bishops are corporations sole. The remainder of the dioceses have small boards, usually appointed by the bishop.

See Maitland, The Corporation sole , 16 Law Quarterly Review 335 (1900), reprinted in F. Maitland, Selected Essays 73 (1936).

Corporation sole, a life of Cardinal Mundelein, See E. Kantowicz, The Corporation sole (1983).

Most English speaking countries with a form of government based on common or canon law (including the United States, Canada, Latin America, and Caribbean Islands ) recognize corporation sole in two significant ways. In the first instance, states acknowledge the office as prior existing, provided the articles of incorporation are drafted so as to provide the pre-article history of the office. In the second instance, states recognize a newly created corporation sole by the simple filing of articles of incorporation. In this latter instance, the articles do not reference any pre-incorporation history of the office, as indeed none exists.
In statutory form encompassing both types of corporations sole seventeen states in the United States of America recognize the corporation sole. The most favorable are Nevada and Washington as the statutes are simple, the fees are minimal, and the statute prohibits any annual fee or filings.

Hawaii Rev. Stat. Section 419-1to9
Nevada Rev. Stat. Section 84.010-080 (1985)
Washington Rev. Code ann. Section 24.12.010-040 (1969)

". . . Under a federal internal revenue statute, 4 Fed Stat. Ann (2d ed.) Pp. 245-252; 38 Stat. At Large, chap. 16, pp. 172-180, exempting the income of corporations sole organized and operated exclusively for religious, charitable, scientific, or educational purposes, no part of the net income of which inures to the benefit of any private stockholder or individual. It has just recently been held by the United States in the case of Trinidad v. Sagrada Orden de Predicadores, 44 Sup. Ct. 204, 68 L. Ed. 223, that a corporation sole, of an ancient religious order of similar character to the one here under consideration, does not forfeit its exemption by reason of incidental earnings and profits arising from its general charitable operations, where none of its members share in the profits." Santa Rosa Infirmary v. City of San Antonio (Tex. Com. App. 1925 ) 259 S.W. 926 at 934.

The doctrine of comity involves the recognition that one sovereignty allows within the territory to the legislative, executive, or judicial act of another sovereignty, having due regard for its own citizens. In general, the principle of comity is that the courts of one state or jurisdiction will give effect to the laws and judicial decisions of another state or jurisdiction, not as a matter of obligation, but out of deference and mutual respect. Brown v. Babbit Ford, Inc. 117 Ariz. 192, 571. P.2d 689, 685. Although the term "comity" is defined in Black's Law Dictionary 6th ed. (1991) at page 267, the question is by no means clear whether each state, county or other political subdivision thereof will automatically recognize a corporation sole acknowledged by the Nevada Secretary of State.

"When a state departs from a generally accepted rule of private international law, it is not denounced as a law-breaker by judges or diplomats in other countries. English judges sometimes say that their actions are dictated by comity;. This is an unusual word, and gives the impression of being a technical term; however it is unclear what, if anything, English judges mean when they use it. Its literal meaning is & courtesy and in this sense comity is regarded as something different from law of any sort; rules of comity are customs which are normally followed but which are not legally obligatory. At other times is used as a synonym for private international law; as a synonym for public international law; or as a totally meaningless expression. It is a wonderful word to use when one wants to blur the distinction between public and private international law, or to avoid clarity of thought."

The corporation sole is not taught in modern law school classes. Lawyers are officers of the court and thus of the crown of England. The sovereign in England is a sole corporation. Lawyers are not taught about the kind of Trusts Rockefeller perfected to take control of the oil, railroad, banking, medicine, law and government industries. Textbooks funded by the Trusts left out information about their own status, thus gaining greater privacy and power by limiting access to knowledge. The world is enslaved by a secret society. The slaves work hard because they believe they are free.

The common law form of the corporation sole, a seriatim succession of persons who hold the same office, originally brought to the American colonies is now rare. "A member of a corporation sole is one of a series of single persons succeeding one another in some official position."

"There are very few points of corporation law applicable to a corporation sole, according to Kent." There are, however, four legal characteristics unique to it:

Historically, both the king and a variety of clergy qualified as corporations in their official capacities. The ecclesiastical form is older, from the mid-fifteenth century. The corp-sole grew out of judges solving title problems from passage of real property to a church.

Before the corp-sole, property was sometimes devised to a saint after whom a parish was named, or to the four walls of a church building, with the bishop or priest as the agent. Therefore, it was only a short leap in logic to incorporate the agent."

It was another 150 fifty years before the first civil corporation sole, when Lord Coke ascribed corporate-identity to the English crown. "Blackstone confidently called this development uniquely English." Yet modern scholarship finds the influence of Roman Catholic Canon Law.

The courts accepted some officers as corporations, yet resisted the corporate claims of others similarly situated.

"At a very early period the religious establishment of England seems to have been adopted in the colony of Virginia, and, of course, the common law upon that subject, so far as it was applicable to the circumstances of that colony." Justice Story went on to count the corporation sole as among the "general rights" of the Episcopal Church "growing out of the common law. After the revolution, "the Episcopal Church no longer retained its character as an exclusive religious establishment," but the Supreme Court still recognized the rights of the parson as a corporation sole to continue in full force.

After the Declaration of Independence, early case law indicated that the corporation sole lived on. "However, sometimes it was found in its pure common law form, other times in a variant form." In New England, title to the real property of territorial parishes was occasionally vested in the resident clergyman. In the South, the Episcopal glebe was usually held by the minister-in-charge (whatever his title), just as in England. "The most numerous group of private corporations in the colonies comprises those which were concerned with religious worship."

The corporation sole applied only to the clergy of the churches that were legally and formally established. In an early opinion written by Justice Story, the Supreme Court voided a royal grant of land to the Episcopal Church in New Hampshire as no one was legally competent to accept title, since New Hampshire never had an established church, even in colonial days. The first amendment technically did not require states to disestablish a church, but establishment was banned by the Bill of Rights. Some state officers were accorded the civil form of the corporation sole after the Revolution, e.g. the governor of Tennessee. Incorporation was not necessary to guarantee bonds or contracts, or to continue lawsuits.

John Carroll was chosen the first Roman Catholic bishop in the United States in 1789. Gaining secure title to the property of the church in the various states and territories was one of his most pressing and challenging tasks.

Roman Catholicism had no legal standing in England and part of the impetus for revolution had been the granting of religious freedom to Catholics in Canada by the Crown, seen as a threat of similar freedom coming to the colonies. At that time, congregational ownership of church property was practiced by many denominations in America, but was contrary to long-established Roman Catholic policy.

Sometimes church property was held in fee simple by the local priest or by a pious layman, but some feared that church property held in a private name might be claimed by a relative of the holder. In one lawsuit, an unfrocked priest claimed to be heir to land that a deceased predecessor had purchased to build a church. Bishop Carroll won that suit, but for the next seventy years the church sought a legally sufficient and canonically suitable manner for its church to own property. The way Carroll originally incorporated in Maryland was by vesting title in a board of trustees, but "trusteeism" became an issue when some trustees used their property ownership to pressure bishops in doctrinal and disciplinary disputes.

The sociopolitical "Know-Nothing" movement objected to Catholicism and fought control of church property by the clergy. The bishops defended the doctrine and practice of the religion, with the corporation sole emerging as a major tool.

Starting in 1829, national bishops meetings addressed property problems. Archbishop Whitfield of Baltimore sought a charter in the form of a corporation sole from the Maryland General Assembly and it was granted in 1832, A.D.

In the common law corporation sole, when the incumbent died, the corporate life and activity was held in suspension, or "abeyance", until the office was filled again.

In England corporation sole was limited to Anglicans. The Roman Catholic Church was reinstated in England in 1850. Catholic Canon Law did not envision a one-person corporation. The minimum number required to constitute a "collegiate moral person" was three." Even the Pope was not a corporation sole. Even though bishops of dioceses have great autonomy in church law, favorable action by a board of consultants is still required on major property decisions to this day.

As Roman Catholicism spread geographically and grew in numbers in the last decade of the nineteenth century, new dioceses were created as new areas of the country were settled. Where they could, the bishops incorporated as a corporation sole. In some states, this required a private act of special incorporation; in others, a general incorporation statute was used.

On one occasion, a legislature defeated a bishop’s request for sole incorporation on the grounds that Catholicism would thus acquire a legal right not held by other religious denominations. Ultimately, Roman Catholics won the battle for their church to be incorporated in a manner consistent with church policy, although this put the Church in contract with the State as a subject applying for a privilege.

Established by legislative action, the new form of the corporation sole was now a creature of the state rather than the common law. Judges began to require specific legislative authorization for a corporation sole. The common law was not invoked to create sole corporations in states where the legislature had not acted. Finally, at the beginning of this century, the Supreme Court, in an opinion by Justice Holmes, confirmed the judicial stance that apart from statute the law does not recognize the bishop as a corporation sole.

The transformation of the corporation sole from common law form to legislative form created something new. Zollmann, writing in 1915, called it "a new form vigorously flourishing and American in the true sense of the word." Momentum to secure the property rights of the Roman Catholic Church a century ago left at least thirty states with corporation soles in one form or another.

Seventeen states explicitly recognize the corporation sole under statutory law, often in a special section for nonprofit corporations or in a section on religious societies. At least eight other jurisdictions have at least one corporation sole created under special or private charter, sometimes dating to a time before the passage of a general incorporation statute.

The most complex issue regarding the old corporation sole was that of continuing operation during a vacancy in the office. The common law corporation sole was "in abeyance" at the time of a vacancy, whereas the new corporation sole continues through temporary agents. The common law corporation sole could hold title to real estate only, and alienation of the property was difficult and legally questionable. The statutory corporation sole has the same power over its property as any other corporation, and is not limited in the type of property it can own.

Private charters have a parallel history. The Maryland legislation incorporating the Archbishop of Baltimore dates to 1832. The law permits church property held by trustees to be deeded to the Archbishop and his successors, but the property is limited to two acres, must be real property, and can only be used for a church, parsonage, or burial ground.

In 1868, the Maryland legislature amended the act. The acreage designation was enlarged to five acres, and "school house" was added to the list of uses." A later amendment, in 1874, granted the power "to dispose of, lease, sell and convey from time to time to the same extent, [as] any private person or other corporate body."

In 1894, the Archbishop, as a corporation sole, was given the power to exercise rights over property real, personal or mixed. In 1927, the acreage restriction was completely removed. No further change can now be made, because the Maryland code prohibits the General Assembly from amending the charter of a religious corporation even if it was previously incorporated by special act. The code now contains provisions for subsidiary or separate Roman Catholic corporations.

The statutory corporation sole has a settled existence. There has been no rash of new legislation, nor have there been any repeals of earlier laws.

The constitutions of Virginia and West Virginia specify that no charter of incorporation can be granted to any church or religious denomination. Thomas Jefferson and James Madison were responsible for the tradition of church-state separation in Virginia.

The Supreme Court of Arkansas, in dicta, has recognized the Roman Catholic Bishop of Little Rock as a corporation sole without any special act of the legislature.

The Supreme Court of Florida has repeatedly held that the common law corporation sole is in full force in Florida. The court relies on the fact that the common law has been adopted in Florida and remains in force unless expressly or impliedly repealed by organic or statutory law. This unique position initially attracted journal comment, perhaps because it seemed contrary to the earlier United States Supreme Court position.

Congress voted, in 1811, to incorporate an Episcopal church in the District of Columbia. President Madison vetoed and implied that a charter of incorporation was an approval of a religion, in violation of the Constitution.

In 1948, the Vatican severed the Archdiocese of Washington from the Archdiocese of Baltimore. The new Archbishop of Washington, with the help of President Truman, established a corporation sole by Congress passing a private law.

A corporation sole is not a "one-person corporation." A stock corporation is not transformed into a corporation sole, simply because one person has purchased all of the stock.

The Roman Catholic Diocese of Wilmington is a one-person corporation structured to operate like a corporation sole under the general corporation laws rather than the Code for Religious Societies and Corporations. This is made possible by provisions for a board of one, for non-stock operation, and for formation of a close corporation in the general corporation law.

For churches with a hierarchical structure, especially the Roman Catholic Church, corp-sole is a secure method for both ownership of property and daily operation. Statutory status is best in Nevada or Washington state, while Florida upholds the common law.

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~I: U.C.C.: §: ~I: ~CIII (UCC 103) with the correction of the language for the claims of the T.D.C. with the correction of the language for the claim of the Threat, Duress and Coersion by the Powers of this world against the will of our Lord; (Non A)ssumsit-Contract with the correction of the language for the lack of any authorization of any contract with the lack of full closure with the claim of the meaning of each word in the truth with the will by our Lord; and with the claim of the re:course for the freedom against the compelling of any benefit and against any claim of an occult-contract or claim of the commerce with any ficition; and with the claim of all re:course by our Lord.
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:::'"the law is not made for a righteous man, but for the lawless and disobedient"'::: ~I: Timothy: ~I: ~IX.
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