EXPLANATION: CAPITALS INDICATE MAT TER ADDED TO EXISTIN G LAW.
[Brackets] indicate matter deleted from existing law.
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HOUSE BILL 391
C1 4lr0884
CF 4lr0885
By: Delegates T. Morgan, Alston, Boafo, Crosby, Davis, Foley, Harris, Harrison,
Kaufman, Lehman, J. Long, M. Morgan, Patterson, Solomon, Stewart,
Vogel, Wilson, and Woods
Introduced and read first time: January 17, 2024
Assigned to: Economic Matters
A BILL ENTITLED
AN ACT concerning 1
Corporations and Associations – Protestant Episcopal Church, Diocese of 2
Washington 3
FOR the purpose of repealing uncodified provisions of law relating to the Protestant 4
Episcopal Church, Diocese of Washington, commonly known as the “Vestry Act”; 5
providing for the governance of religious corporations in union with the Protestant 6
Episcopal Church, Diocese of Washington; and generally relating to the Protestant 7
Episcopal Church, Diocese of Washington. 8
BY repealing and reenacting, without amendments, 9
Article – Corporations and Associations 10
Section 5–301(a) 11
Annotated Code of Maryland 12
(2014 Replacement Volume and 2023 Supplement) 13
BY repealing and reenacting, with amendments, 14
Article – Corporations and Associations 15
Section 5–301(e) 16
Annotated Code of Maryland 17
(2014 Replacement Volume and 2023 Supplement) 18
BY adding to 19
Article – Corporations and Associations 20
Section 5–341 and 5–342 to be under the new part “Part VII. Protestant Episcopal 21
Church, Diocese of Washington” 22
Annotated Code of Maryland 23
(2014 Replacement Volume and 2023 Supplement) 24
BY repealing 25 2 HOUSE BILL 391
Chapter 96 of the Acts of the General Assembly of 1976 1
SECTION 1. BE IT ENACTED BY THE GENERAL ASSEMBLY OF MARYLAND, 2
That the Laws of Maryland read as follows: 3
Article – Corporations and Associations 4
5–301. 5
(a) In this part the following words have the meanings indicated. 6
(e) “Trustees” means: 7
(1) As to a religious corporation subject to Part II of this subtitle, the 8
corporators appointed or elected as provided in that part; and 9
(2) As to a religious corporation subject to Part V [or], Part VI, OR PART 10
VII of this subtitle, the members of the vestry. 11
5–339. RESERVED. 12
5–340. RESERVED. 13
PART VII. PROTESTANT EPISCOPAL CHURCH, DIOCESE OF WASHINGTON. 14
5–341. 15
(A) THIS PART APPLIES TO EVERY RELIGIOUS CORP ORATION FORMED IN 16
THIS STATE BY A PARISH OR SEPARATE CONGREGATIO N THAT IS IN UNION W ITH OR 17
INTENDING TO APPLY F OR UNION WITH THE CO NVENTION OF THE PROTESTANT 18
EPISCOPAL CHURCH IN THE DIOCESE OF WASHINGTON, AS CREATED BY THE ACT 19
OF CONGRESS APPROVED MARCH 16, 1896 (29 STAT. 58). 20
(B) (1) EXCEPT AS PROVIDED IN PARAGRAPH (2) OF THIS SUBSECTION 21
OR OTHERWISE IN THIS PART: 22
(I) PART I OF THIS SUBTITLE APP LIES TO AND REGULATE S THE 23
CORPORATE AND TEMPOR AL AFFAIRS OF EVERY RELIGIOUS CORPORATIO N 24
DESCRIBED IN SUBSECT ION (A) OF THIS SECTION , INCLUDING THOSE 25
INCORPORATED UNDER CHAPTER 24 OF THE ACTS OF THE GENERAL ASSEMBLY OF 26
1798, UNDER CHAPTER 96 OF THE ACTS OF THE GENERAL ASSEMBLY OF 1976, OR 27
BY SPECIAL ACT OF THE GENERAL ASSEMBLY; AND 28
(II) TO THE EXTENT NOT PRO HIBITED BY THE CONSTITUTION 29
OF THE UNITED STATES OR OF THIS STATE, THE CHARTER OF EACH OF THEM IS 30 HOUSE BILL 391 3
DEEMED TO BE AMENDED TO CONFORM TO THIS SUBT ITLE UNTIL THE CHART ER 1
OTHERWISE IS AMENDED BY THE PARISH OR SEP ARATE CONGREGATION A S 2
PROVIDED IN PART I OF THIS SUBTITLE. 3
(2) AS TO ANY PARISH OR S EPARATE CONGREGATION THAT WAS 4
INCORPORATED BEFORE THE EFFECTIVE DATE O F THE MARYLAND CONSTITUTION 5
OF 1851 AND THEREFORE HAS AN IRREPEALABLE CHARTER , UNLESS THAT PARISH 6
OR SEPARATE CONGREGA TION ACCEPTS , USES, ENJOYS, OR IN ANY WAY AVAILS 7
ITSELF OF ANY RIGHT , PRIVILEGE, OR ADVANTAGE GRANTED OR CONFERRED BY 8
ANY STATUTE ENACTED AFTER NOVEMBER 3, 1891: 9
(I) PART I OF THIS SUBTITLE DOE S NOT APPLY TO THE P ARISH 10
OR SEPARATE CONGREGA TION; AND 11
(II) THE PARISH OR SEPARAT E CONGREGATION CONTI NUES TO 12
BE GOVERNED BY THE S TATUTE UNDER WHICH I T WAS INCORPORATED . 13
5–342. 14
(A) (1) EACH RELIGIOUS CORPOR ATION SUBJECT TO THI S PART SHALL 15
ADOPT BYLAWS TO GOVE RN ITS CORPORATE AND TEMPORAL AFFAIRS . 16
(2) BYLAWS MAY BE ADOPTED BY A MAJORITY OF THE QUALIFIED 17
VOTERS VOTING AT A R EGULAR OR SPECIAL CO NGREGATIONAL MEETING CALLED 18
FOR THAT PURPO SE. 19
(B) EACH RELIGIOUS CORPOR ATION SUBJECT TO THI S PART IS SUBJECT AT 20
ALL TIMES TO THE CON STITUTION AND CANONS OF THE CONVENTION OF THE 21
PROTESTANT EPISCOPAL CHURCH IN THE DIOCESE OF WASHINGTON AND OF THE 22
PROTESTANT EPISCOPAL CHURCH IN THE UNITED STATES OF AMERICA. 23
SECTION 2. AND BE IT FURTHER ENACTED, That Chapter 96 of the Acts of the 24
General Assembly of 1976 be repealed. 25
SECTION 3. AND BE IT FURTHER ENACTED, That since the vestries previously 26
incorporated under the provisions of the original Vestry Act have not been required to file 27
and record a certificate of incorporation, and the vestries of any separate congregation, after 28
union with the convention of the Protestant Episcopal Church in the Diocese of 29
Washington, have not been required to file and record a supplemental certificate signifying 30
that union, the State Department of Assessments and Taxation, or its successor 31
administrative body, may file and record a certificate, similar in every respect to the 32
certificate required by § 5–304(b) of the Corporations and Associations Article, on the 33
request of: 34
4 HOUSE BILL 391
(1) any parish or separate congregation offering its own certificate for 1
record; or 2
(2) the convention of the Protestant Episcopal Church in the Diocese of 3
Washington on behalf of any parish or separate congregation that neglects or declines for 4
any reason to offer its own certificate for record, in which event the certificate may be made 5
and signed by the secretary of the convention instead of the vestry of the parish or separate 6
congregation. 7
SECTION 4. AND BE IT FURTHER ENACTED, That the legal existence of the 8
following parishes and separate congregations in union with the Convention of the 9
Protestant Episcopal Church in the Diocese of Washington as bodies corporate is recognized 10
and acknowledged for all purposes: 11
(1) in Mongomery County, Maryland: The Vestry of Ascension Parish, The 12
Vestry of Chevy Chase Parish, The Vestry of Christ Church Parish, The Vestry of Church 13
of Our Saviour, The Vestry of Good Shepherd Parish, The Vestry of Norwood Parish, The 14
Vestry of Potomac Parish, The Vestry of Prince George’s Parish, The Vestry of Redeemer 15
Parish, The Vestry of Silver Spring Parish, The Vestry of Sligo Parish, The Vestry of St. 16
Anne’s Parish, The Vestry of St. Bartholomew’s Parish, The Vestry of St. Dunstan’s Parish, 17
The Vestry of St. James’ Parish, The Vestry of St. John’s Church, The Vestry of St. Luke’s 18
Church, The Vestry of St. Mark’s Parish, The Vestry of St. Nicholas’ Parish, The Vestry of 19
St. Peter’s Parish, The Vestry of Transfiguration Parish, The Vestry of Trinity Parish, and 20
The Vestry of Wheaton Parish; 21
(2) in Prince George’s County, Maryland: The Vestry of Adelphi Parish, 22
The Vestry of Baden Parish, The Vestry of Clinton Parish, The Vestry of Epiphany Parish, 23
The Vestry of Glenn Dale Parish, The Vestry of Holy Trinity Parish, The Vestry of King 24
George’s Parish, The Vestry of Queen Anne Parish, The Vestry of St. Andrew’s Parish, The 25
Vestry of St. Barnabas’ Parish, The Vestry of St. Christopher’s Parish, The Vestry of St. 26
John’s Parish, The Vestry of St. Matthew’s Parish, The Vestry of St. Paul’s Parish, The 27
Vestry of St. Philip’s Parish, The Vestry of St. Thomas’ Parish, and The Vestry of Zion 28
Parish; 29
(3) in Charles County, Maryland: The Vestry of Durham Parish, The 30
Vestry of Piney Parish, The Vestry of Port Tobacco Parish, The Vestry of St. James’ Parish, 31
The Vestry of Trinity Parish, and The Vestry of William and Mary Parish; and 32
(4) in St. Mary’s County, Maryland: The Vestry of All Faith Parish, The 33
Vestry of All Saints’ Parish, The Vestry of King and Queen Parish, The Vestry of 34
Resurrection Parish, The Vestry of St. Andrew’s Parish, and The Vestry of St. Mary’s 35
Parish. 36
SECTION 5. AND BE IT FURTHER ENACTED, That the bodies corporate named 37
in Section 4 of this Act shall be deemed properly incorporated and all persons, entities, and 38
instrumentalities, including the courts of this State and units of State government, shall 39
be estopped from denying the legal existence of those bodies corporate. 40 HOUSE BILL 391 5
SECTION 6. AND BE IT FURTHER ENACTED, That this Act does not prohibit the 1
future dissolution or merger of the bodies corporate named in Section 4 of this Act pursuant 2
to the constitution and canons of the Convention of the Protestant Episcopal Church in the 3
Diocese of Washington and the applicable provisions of the laws of this State. 4
SECTION 7. AND BE IT FURTHER ENACTED, That this Act shall take effect July 5
1, 2024. 6