EXPLANATION: CAPITALS INDICATE MAT TER ADDED TO EXISTIN G LAW.
[Brackets] indicate matter deleted from existing law.
Underlining indicates amendments to bill.
Strike out indicates matter stricken from the bill by amendment or deleted from the law by
amendment.
*hb0391*
HOUSE BILL 391
C1 4lr0884
CF SB 429
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
Committee Report: Favorable
House action: Adopted
Read second time: February 21, 2024
CHAPTER ______
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 2 HOUSE BILL 391
Section 5–341 and 5–342 to be under the new part “Part VII. Protestant Episcopal 1
Church, Diocese of Washington” 2
Annotated Code of Maryland 3
(2014 Replacement Volume and 2023 Supplement) 4
BY repealing 5
Chapter 96 of the Acts of the General Assembly of 1976 6
SECTION 1. BE IT ENACTED BY THE GENERAL ASSEMBLY OF MARYLAND, 7
That the Laws of Maryland read as follows: 8
Article – Corporations and Associations 9
5–301. 10
(a) In this part the following words have the meanings indicated. 11
(e) “Trustees” means: 12
(1) As to a religious corporation subject to Part II of this subtitle, the 13
corporators appointed or elected as provided in that part; and 14
(2) As to a religious corporation subject to Part V [or], Part VI, OR PART 15
VII of this subtitle, the members of the vestry. 16
5–339. RESERVED. 17
5–340. RESERVED. 18
PART VII. PROTESTANT EPISCOPAL CHURCH, DIOCESE OF WASHINGTON. 19
5–341. 20
(A) THIS PART APPLIES TO EVERY RELIGIOUS CORP ORATION FORMED IN 21
THIS STATE BY A PARISH OR SEPARATE CONGREGATIO N THAT IS IN UNION W ITH OR 22
INTENDING TO APPLY F OR UNION WITH THE CO NVENTION OF THE PROTESTANT 23
EPISCOPAL CHURCH IN THE DIOCESE OF WASHINGTON, AS CREATED BY THE ACT 24
OF CONGRESS APPROVED MARCH 16, 1896 (29 STAT. 58). 25
(B) (1) EXCEPT AS PROVIDED IN PARAGRAPH (2) OF THIS SUBSECTION 26
OR OTHERWISE IN THIS PART: 27
(I) PART I OF THIS SUBTITLE APP LIES TO AND REGULATE S THE 28
CORPORATE AND TEMPOR AL AFFAIRS OF EVERY RELIGIOUS CORPORATIO N 29
DESCRIBED IN SUBSECT ION (A) OF THIS SECTION , INCLUDING THOSE 30 HOUSE BILL 391 3
INCORPORATED UNDER CHAPTER 24 OF THE ACTS OF THE GENERAL ASSEMBLY OF 1
1798, UNDER CHAPTER 96 OF THE ACTS OF THE GENERAL ASSEMBLY OF 1976, OR 2
BY SPECIAL ACT OF THE GENERAL ASSEMBLY; AND 3
(II) TO THE EXTENT NOT PRO HIBITED BY THE CONSTITUTION 4
OF THE UNITED STATES OR OF THIS STATE, THE CHARTER OF EACH OF THEM IS 5
DEEMED TO BE AMENDED TO CONFORM TO THIS SUBT ITLE UNTIL THE CHART ER 6
OTHERWISE IS AMENDED BY THE PARISH OR SEP ARATE CONGREGATION A S 7
PROVIDED IN PART I OF THIS SUBTITLE. 8
(2) AS TO ANY PARISH OR S EPARATE CONGREGATION THAT WAS 9
INCORPORATED BEFORE THE EFFECTIVE DATE O F THE MARYLAND CONSTITUTION 10
OF 1851 AND THEREFORE HAS AN IRREPEALABLE CHARTER , UNLESS THAT PARISH 11
OR SEPARATE CONGREGA TION ACCEPTS , USES, ENJOYS, OR IN ANY WAY AVAILS 12
ITSELF OF ANY RIGHT , PRIVILEGE, OR ADVANTAGE GRANTED OR CONFERRED BY 13
ANY STATUTE ENACTED AFTER NOVEMBER 3, 1891: 14
(I) PART I OF THIS SUBTITLE DOE S NOT APPLY TO THE P ARISH 15
OR SEPARATE CONGREGA TION; AND 16
(II) THE PARISH OR SEPARAT E CONGREGATION CONTI NUES TO 17
BE GOVERNED BY THE S TATUTE UNDER WHICH I T WAS INCORPORATED . 18
5–342. 19
(A) (1) EACH RELIGIOUS CORPOR ATION SUBJECT TO THI S PART SHALL 20
ADOPT BYLAWS TO GOVE RN ITS CORPORATE AND TEMPORAL AFFAIRS . 21
(2) BYLAWS MAY BE ADOPTED BY A MAJORITY OF THE QUALIFIED 22
VOTERS VOTING AT A R EGULAR OR SPECIAL CO NGREGATIONAL MEETING CALLED 23
FOR THAT PURPO SE. 24
(B) EACH RELIGIOUS CORPOR ATION SUBJECT TO THI S PART IS SUBJECT AT 25
ALL TIMES TO THE CON STITUTION AND CANONS OF THE CONVENTION OF THE 26
PROTESTANT EPISCOPAL CHURCH IN THE DIOCESE OF WASHINGTON AND OF THE 27
PROTESTANT EPISCOPAL CHURCH IN THE UNITED STATES OF AMERICA. 28
SECTION 2. AND BE IT FURTHER ENACTED, That Chapter 96 of the Acts of the 29
General Assembly of 1976 be repealed. 30
SECTION 3. AND BE IT FURTHER ENACTED, That since the vestries previously 31
incorporated under the provisions of the original Vestry Act have not been required to file 32
and record a certificate of incorporation, and the vestries of any separate congregation, after 33
union with the convention of the Protestant Episcopal Church in the Diocese of 34 4 HOUSE BILL 391
Washington, have not been required to file and record a supplemental certificate signifying 1
that union, the State Department of Assessments and Taxation, or its successor 2
administrative body, may file and record a certificate, similar in every respect to the 3
certificate required by § 5–304(b) of the Corporations and Associations Article, on the 4
request of: 5
(1) any parish or separate congregation offering its own certificate for 6
record; or 7
(2) the convention of the Protestant Episcopal Church in the Diocese of 8
Washington on behalf of any parish or separate congregation that neglects or declines for 9
any reason to offer its own certificate for record, in which event the certificate may be made 10
and signed by the secretary of the convention instead of the vestry of the parish or separate 11
congregation. 12
SECTION 4. AND BE IT FURTHER ENACTED, That the legal existence of the 13
following parishes and separate congregations in union with the Convention of the 14
Protestant Episcopal Church in the Diocese of Washington as bodies corporate is recognized 15
and acknowledged for all purposes: 16
(1) in Mongomery County, Maryland: The Vestry of Ascension Parish, The 17
Vestry of Chevy Chase Parish, The Vestry of Christ Church Parish, The Vestry of Church 18
of Our Saviour, The Vestry of Good Shepherd Parish, The Vestry of Norwood Parish, The 19
Vestry of Potomac Parish, The Vestry of Prince George’s Parish, The Vestry of Redeemer 20
Parish, The Vestry of Silver Spring Parish, The Vestry of Sligo Parish, The Vestry of St. 21
Anne’s Parish, The Vestry of St. Bartholomew’s Parish, The Vestry of St. Dunstan’s Parish, 22
The Vestry of St. James’ Parish, The Vestry of St. John’s Church, The Vestry of St. Luke’s 23
Church, The Vestry of St. Mark’s Parish, The Vestry of St. Nicholas’ Parish, The Vestry of 24
St. Peter’s Parish, The Vestry of Transfiguration Parish, The Vestry of Trinity Parish, and 25
The Vestry of Wheaton Parish; 26
(2) in Prince George’s County, Maryland: The Vestry of Adelphi Parish, 27
The Vestry of Baden Parish, The Vestry of Clinton Parish, The Vestry of Epiphany Parish, 28
The Vestry of Glenn Dale Parish, The Vestry of Holy Trinity Parish, The Vestry of King 29
George’s Parish, The Vestry of Queen Anne Parish, The Vestry of St. Andrew’s Parish, The 30
Vestry of St. Barnabas’ Parish, The Vestry of St. Christopher’s Parish, The Vestry of St. 31
John’s Parish, The Vestry of St. Matthew’s Parish, The Vestry of St. Paul’s Parish, The 32
Vestry of St. Philip’s Parish, The Vestry of St. Thomas’ Parish, and The Vestry of Zion 33
Parish; 34
(3) in Charles County, Maryland: The Vestry of Durham Parish, The 35
Vestry of Piney Parish, The Vestry of Port Tobacco Parish, The Vestry of St. James’ Parish, 36
The Vestry of Trinity Parish, and The Vestry of William and Mary Parish; and 37
(4) in St. Mary’s County, Maryland: The Vestry of All Faith Parish, The 38
Vestry of All Saints’ Parish, The Vestry of King and Queen Parish, The Vestry of 39 HOUSE BILL 391 5
Resurrection Parish, The Vestry of St. Andrew’s Parish, and The Vestry of St. Mary’s 1
Parish. 2
SECTION 5. AND BE IT FURTHER ENACTED, That the bodies corporate named 3
in Section 4 of this Act shall be deemed properly incorporated and all persons, entities, and 4
instrumentalities, including the courts of this State and units of State government, shall 5
be estopped from denying the legal existence of those bodies corporate. 6
SECTION 6. AND BE IT FURTHER ENACTED, That this Act does not prohibit the 7
future dissolution or merger of the bodies corporate named in Section 4 of this Act pursuant 8
to the constitution and canons of the Convention of the Protestant Episcopal Church in the 9
Diocese of Washington and the applicable provisions of the laws of this State. 10
SECTION 7. AND BE IT FURTHER ENACTED, That this Act shall take effect July 11
1, 2024. 12
Approved:
________________________________________________________________________________
Governor.
________________________________________________________________________________
Speaker of the House of Delegates.
________________________________________________________________________________
President of the Senate.