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Maryland House Bill HB391

Maryland 2024 Regular Session

Maryland House Bill HB391 Compare Versions

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33 EXPLANATION: CAPITALS INDICATE MAT TER ADDED TO EXISTIN G LAW.
44 [Brackets] indicate matter deleted from existing law.
5- Underlining indicates amendments to bill.
6- Strike out indicates matter stricken from the bill by amendment or deleted from the law by
7-amendment.
85 *hb0391*
96
107 HOUSE BILL 391
118 C1 4lr0884
12- CF SB 429
9+ CF 4lr0885
1310 By: Delegates T. Morgan, Alston, Boafo, Crosby, Davis, Foley, Harris, Harrison,
1411 Kaufman, Lehman, J. Long, M. Morgan, Patterson, Solomon, Stewart,
1512 Vogel, Wilson, and Woods
1613 Introduced and read first time: January 17, 2024
1714 Assigned to: Economic Matters
18-Committee Report: Favorable
19-House action: Adopted
20-Read second time: February 21, 2024
2115
22-CHAPTER ______
16+A BILL ENTITLED
2317
2418 AN ACT concerning 1
2519
2620 Corporations and Associations – Protestant Episcopal Church, Diocese of 2
2721 Washington 3
2822
2923 FOR the purpose of repealing uncodified provisions of law relating to the Protestant 4
3024 Episcopal Church, Diocese of Washington, commonly known as the “Vestry Act”; 5
3125 providing for the governance of religious corporations in union with the Protestant 6
3226 Episcopal Church, Diocese of Washington; and generally relating to the Protestant 7
3327 Episcopal Church, Diocese of Washington. 8
3428
3529 BY repealing and reenacting, without amendments, 9
3630 Article – Corporations and Associations 10
3731 Section 5–301(a) 11
3832 Annotated Code of Maryland 12
3933 (2014 Replacement Volume and 2023 Supplement) 13
4034
4135 BY repealing and reenacting, with amendments, 14
4236 Article – Corporations and Associations 15
4337 Section 5–301(e) 16
4438 Annotated Code of Maryland 17
4539 (2014 Replacement Volume and 2023 Supplement) 18
4640
4741 BY adding to 19
48- Article – Corporations and Associations 20 2 HOUSE BILL 391
42+ Article – Corporations and Associations 20
43+Section 5–341 and 5–342 to be under the new part “Part VII. Protestant Episcopal 21
44+Church, Diocese of Washington” 22
45+ Annotated Code of Maryland 23
46+ (2014 Replacement Volume and 2023 Supplement) 24
47+
48+BY repealing 25 2 HOUSE BILL 391
4949
5050
51-Section 5–341 and 5–342 to be under the new part “Part VII. Protestant Episcopal 1
52-Church, Diocese of Washington” 2
53- Annotated Code of Maryland 3
54- (2014 Replacement Volume and 2023 Supplement) 4
51+ Chapter 96 of the Acts of the General Assembly of 1976 1
5552
56-BY repealing 5
57- Chapter 96 of the Acts of the General Assembly of 1976 6
53+ SECTION 1. BE IT ENACTED BY THE GENERAL ASSEMBLY OF MARYLAND, 2
54+That the Laws of Maryland read as follows: 3
5855
59- SECTION 1. BE IT ENACTED BY THE GENERAL ASSEMBLY OF MARYLAND, 7
60-That the Laws of Maryland read as follows: 8
56+Article – Corporations and Associations 4
6157
62-Article – Corporations and Associations 9
58+5–301. 5
6359
64-5–301. 10
60+ (a) In this part the following words have the meanings indicated. 6
6561
66- (a) In this part the following words have the meanings indicated. 11
62+ (e) “Trustees” means: 7
6763
68- (e) “Trustees” means: 12
64+ (1) As to a religious corporation subject to Part II of this subtitle, the 8
65+corporators appointed or elected as provided in that part; and 9
6966
70- (1) As to a religious corporation subject to Part II of this subtitle, the 13
71-corporators appointed or elected as provided in that part; and 14
67+ (2) As to a religious corporation subject to Part V [or], Part VI, OR PART 10
68+VII of this subtitle, the members of the vestry. 11
7269
73- (2) As to a religious corporation subject to Part V [or], Part VI, OR PART 15
74-VII of this subtitle, the members of the vestry. 16
70+5–339. RESERVED. 12
7571
76-5–339. RESERVED. 17
72+5–340. RESERVED. 13
7773
78-5–340. RESERVED. 18
74+PART VII. PROTESTANT EPISCOPAL CHURCH, DIOCESE OF WASHINGTON. 14
7975
80-PART VII. PROTESTANT EPISCOPAL CHURCH, DIOCESE OF WASHINGTON. 19
76+5–341. 15
8177
82-5–341. 20
78+ (A) THIS PART APPLIES TO EVERY RELIGIOUS CORP ORATION FORMED IN 16
79+THIS STATE BY A PARISH OR SEPARATE CONGREGATIO N THAT IS IN UNION W ITH OR 17
80+INTENDING TO APPLY F OR UNION WITH THE CO NVENTION OF THE PROTESTANT 18
81+EPISCOPAL CHURCH IN THE DIOCESE OF WASHINGTON, AS CREATED BY THE ACT 19
82+OF CONGRESS APPROVED MARCH 16, 1896 (29 STAT. 58). 20
8383
84- (A) THIS PART APPLIES TO EVERY RELIGIOUS CORP ORATION FORMED IN 21
85-THIS STATE BY A PARISH OR SEPARATE CONGREGATIO N THAT IS IN UNION W ITH OR 22
86-INTENDING TO APPLY F OR UNION WITH THE CO NVENTION OF THE PROTESTANT 23
87-EPISCOPAL CHURCH IN THE DIOCESE OF WASHINGTON, AS CREATED BY THE ACT 24
88-OF CONGRESS APPROVED MARCH 16, 1896 (29 STAT. 58). 25
84+ (B) (1) EXCEPT AS PROVIDED IN PARAGRAPH (2) OF THIS SUBSECTION 21
85+OR OTHERWISE IN THIS PART: 22
8986
90- (B) (1) EXCEPT AS PROVIDED IN PARAGRAPH (2) OF THIS SUBSECTION 26
91-OR OTHERWISE IN THIS PART: 27
87+ (I) PART I OF THIS SUBTITLE APP LIES TO AND REGULATE S THE 23
88+CORPORATE AND TEMPOR AL AFFAIRS OF EVERY RELIGIOUS CORPORATIO N 24
89+DESCRIBED IN SUBSECT ION (A) OF THIS SECTION , INCLUDING THOSE 25
90+INCORPORATED UNDER CHAPTER 24 OF THE ACTS OF THE GENERAL ASSEMBLY OF 26
91+1798, UNDER CHAPTER 96 OF THE ACTS OF THE GENERAL ASSEMBLY OF 1976, OR 27
92+BY SPECIAL ACT OF THE GENERAL ASSEMBLY; AND 28
9293
93- (I) PART I OF THIS SUBTITLE APP LIES TO AND REGULATE S THE 28
94-CORPORATE AND TEMPOR AL AFFAIRS OF EVERY RELIGIOUS CORPORATIO N 29
95-DESCRIBED IN SUBSECT ION (A) OF THIS SECTION , INCLUDING THOSE 30 HOUSE BILL 391 3
94+ (II) TO THE EXTENT NOT PRO HIBITED BY THE CONSTITUTION 29
95+OF THE UNITED STATES OR OF THIS STATE, THE CHARTER OF EACH OF THEM IS 30 HOUSE BILL 391 3
9696
9797
98-INCORPORATED UNDER CHAPTER 24 OF THE ACTS OF THE GENERAL ASSEMBLY OF 1
99-1798, UNDER CHAPTER 96 OF THE ACTS OF THE GENERAL ASSEMBLY OF 1976, OR 2
100-BY SPECIAL ACT OF THE GENERAL ASSEMBLY; AND 3
98+DEEMED TO BE AMENDED TO CONFORM TO THIS SUBT ITLE UNTIL THE CHART ER 1
99+OTHERWISE IS AMENDED BY THE PARISH OR SEP ARATE CONGREGATION A S 2
100+PROVIDED IN PART I OF THIS SUBTITLE. 3
101101
102- (II) TO THE EXTENT NOT PRO HIBITED BY THE CONSTITUTION 4
103-OF THE UNITED STATES OR OF THIS STATE, THE CHARTER OF EACH OF THEM IS 5
104-DEEMED TO BE AMENDED TO CONFORM TO THIS SUBT ITLE UNTIL THE CHART ER 6
105-OTHERWISE IS AMENDED BY THE PARISH OR SEP ARATE CONGREGATION A S 7
106-PROVIDED IN PART I OF THIS SUBTITLE. 8
102+ (2) AS TO ANY PARISH OR S EPARATE CONGREGATION THAT WAS 4
103+INCORPORATED BEFORE THE EFFECTIVE DATE O F THE MARYLAND CONSTITUTION 5
104+OF 1851 AND THEREFORE HAS AN IRREPEALABLE CHARTER , UNLESS THAT PARISH 6
105+OR SEPARATE CONGREGA TION ACCEPTS , USES, ENJOYS, OR IN ANY WAY AVAILS 7
106+ITSELF OF ANY RIGHT , PRIVILEGE, OR ADVANTAGE GRANTED OR CONFERRED BY 8
107+ANY STATUTE ENACTED AFTER NOVEMBER 3, 1891: 9
107108
108- (2) AS TO ANY PARISH OR S EPARATE CONGREGATION THAT WAS 9
109-INCORPORATED BEFORE THE EFFECTIVE DATE O F THE MARYLAND CONSTITUTION 10
110-OF 1851 AND THEREFORE HAS AN IRREPEALABLE CHARTER , UNLESS THAT PARISH 11
111-OR SEPARATE CONGREGA TION ACCEPTS , USES, ENJOYS, OR IN ANY WAY AVAILS 12
112-ITSELF OF ANY RIGHT , PRIVILEGE, OR ADVANTAGE GRANTED OR CONFERRED BY 13
113-ANY STATUTE ENACTED AFTER NOVEMBER 3, 1891: 14
109+ (I) PART I OF THIS SUBTITLE DOE S NOT APPLY TO THE P ARISH 10
110+OR SEPARATE CONGREGA TION; AND 11
114111
115- (I) PART I OF THIS SUBTITLE DOE S NOT APPLY TO THE P ARISH 15
116-OR SEPARATE CONGREGA TION; AND 16
112+ (II) THE PARISH OR SEPARAT E CONGREGATION CONTI NUES TO 12
113+BE GOVERNED BY THE S TATUTE UNDER WHICH I T WAS INCORPORATED . 13
117114
118- (II) THE PARISH OR SEPARAT E CONGREGATION CONTI NUES TO 17
119-BE GOVERNED BY THE S TATUTE UNDER WHICH I T WAS INCORPORATED . 18
115+5–342. 14
120116
121-5–342. 19
117+ (A) (1) EACH RELIGIOUS CORPOR ATION SUBJECT TO THI S PART SHALL 15
118+ADOPT BYLAWS TO GOVE RN ITS CORPORATE AND TEMPORAL AFFAIRS . 16
122119
123- (A) (1) EACH RELIGIOUS CORPOR ATION SUBJECT TO THI S PART SHALL 20
124-ADOPT BYLAWS TO GOVE RN ITS CORPORATE AND TEMPORAL AFFAIRS . 21
120+ (2) BYLAWS MAY BE ADOPTED BY A MAJORITY OF THE QUALIFIED 17
121+VOTERS VOTING AT A R EGULAR OR SPECIAL CO NGREGATIONAL MEETING CALLED 18
122+FOR THAT PURPO SE. 19
125123
126- (2) BYLAWS MAY BE ADOPTED BY A MAJORITY OF THE QUALIFIED 22
127-VOTERS VOTING AT A R EGULAR OR SPECIAL CO NGREGATIONAL MEETING CALLED 23
128-FOR THAT PURPO SE. 24
124+ (B) EACH RELIGIOUS CORPOR ATION SUBJECT TO THI S PART IS SUBJECT AT 20
125+ALL TIMES TO THE CON STITUTION AND CANONS OF THE CONVENTION OF THE 21
126+PROTESTANT EPISCOPAL CHURCH IN THE DIOCESE OF WASHINGTON AND OF THE 22
127+PROTESTANT EPISCOPAL CHURCH IN THE UNITED STATES OF AMERICA. 23
129128
130- (B) EACH RELIGIOUS CORPOR ATION SUBJECT TO THI S PART IS SUBJECT AT 25
131-ALL TIMES TO THE CON STITUTION AND CANONS OF THE CONVENTION OF THE 26
132-PROTESTANT EPISCOPAL CHURCH IN THE DIOCESE OF WASHINGTON AND OF THE 27
133-PROTESTANT EPISCOPAL CHURCH IN THE UNITED STATES OF AMERICA. 28
129+ SECTION 2. AND BE IT FURTHER ENACTED, That Chapter 96 of the Acts of the 24
130+General Assembly of 1976 be repealed. 25
134131
135- SECTION 2. AND BE IT FURTHER ENACTED, That Chapter 96 of the Acts of the 29
136-General Assembly of 1976 be repealed. 30
137-
138- SECTION 3. AND BE IT FURTHER ENACTED, That since the vestries previously 31
139-incorporated under the provisions of the original Vestry Act have not been required to file 32
140-and record a certificate of incorporation, and the vestries of any separate congregation, after 33
141-union with the convention of the Protestant Episcopal Church in the Diocese of 34 4 HOUSE BILL 391
132+ SECTION 3. AND BE IT FURTHER ENACTED, That since the vestries previously 26
133+incorporated under the provisions of the original Vestry Act have not been required to file 27
134+and record a certificate of incorporation, and the vestries of any separate congregation, after 28
135+union with the convention of the Protestant Episcopal Church in the Diocese of 29
136+Washington, have not been required to file and record a supplemental certificate signifying 30
137+that union, the State Department of Assessments and Taxation, or its successor 31
138+administrative body, may file and record a certificate, similar in every respect to the 32
139+certificate required by § 5–304(b) of the Corporations and Associations Article, on the 33
140+request of: 34
141+ 4 HOUSE BILL 391
142142
143143
144-Washington, have not been required to file and record a supplemental certificate signifying 1
145-that union, the State Department of Assessments and Taxation, or its successor 2
146-administrative body, may file and record a certificate, similar in every respect to the 3
147-certificate required by § 5–304(b) of the Corporations and Associations Article, on the 4
148-request of: 5
144+ (1) any parish or separate congregation offering its own certificate for 1
145+record; or 2
149146
150- (1) any parish or separate congregation offering its own certificate for 6
151-record; or 7
147+ (2) the convention of the Protestant Episcopal Church in the Diocese of 3
148+Washington on behalf of any parish or separate congregation that neglects or declines for 4
149+any reason to offer its own certificate for record, in which event the certificate may be made 5
150+and signed by the secretary of the convention instead of the vestry of the parish or separate 6
151+congregation. 7
152152
153- (2) the convention of the Protestant Episcopal Church in the Diocese of 8
154-Washington on behalf of any parish or separate congregation that neglects or declines for 9
155-any reason to offer its own certificate for record, in which event the certificate may be made 10
156-and signed by the secretary of the convention instead of the vestry of the parish or separate 11
157-congregation. 12
153+ SECTION 4. AND BE IT FURTHER ENACTED, That the legal existence of the 8
154+following parishes and separate congregations in union with the Convention of the 9
155+Protestant Episcopal Church in the Diocese of Washington as bodies corporate is recognized 10
156+and acknowledged for all purposes: 11
158157
159- SECTION 4. AND BE IT FURTHER ENACTED, That the legal existence of the 13
160-following parishes and separate congregations in union with the Convention of the 14
161-Protestant Episcopal Church in the Diocese of Washington as bodies corporate is recognized 15
162-and acknowledged for all purposes: 16
158+ (1) in Mongomery County, Maryland: The Vestry of Ascension Parish, The 12
159+Vestry of Chevy Chase Parish, The Vestry of Christ Church Parish, The Vestry of Church 13
160+of Our Saviour, The Vestry of Good Shepherd Parish, The Vestry of Norwood Parish, The 14
161+Vestry of Potomac Parish, The Vestry of Prince George’s Parish, The Vestry of Redeemer 15
162+Parish, The Vestry of Silver Spring Parish, The Vestry of Sligo Parish, The Vestry of St. 16
163+Anne’s Parish, The Vestry of St. Bartholomew’s Parish, The Vestry of St. Dunstan’s Parish, 17
164+The Vestry of St. James’ Parish, The Vestry of St. John’s Church, The Vestry of St. Luke’s 18
165+Church, The Vestry of St. Mark’s Parish, The Vestry of St. Nicholas’ Parish, The Vestry of 19
166+St. Peter’s Parish, The Vestry of Transfiguration Parish, The Vestry of Trinity Parish, and 20
167+The Vestry of Wheaton Parish; 21
163168
164- (1) in Mongomery County, Maryland: The Vestry of Ascension Parish, The 17
165-Vestry of Chevy Chase Parish, The Vestry of Christ Church Parish, The Vestry of Church 18
166-of Our Saviour, The Vestry of Good Shepherd Parish, The Vestry of Norwood Parish, The 19
167-Vestry of Potomac Parish, The Vestry of Prince George’s Parish, The Vestry of Redeemer 20
168-Parish, The Vestry of Silver Spring Parish, The Vestry of Sligo Parish, The Vestry of St. 21
169-Anne’s Parish, The Vestry of St. Bartholomew’s Parish, The Vestry of St. Dunstan’s Parish, 22
170-The Vestry of St. James’ Parish, The Vestry of St. John’s Church, The Vestry of St. Luke’s 23
171-Church, The Vestry of St. Mark’s Parish, The Vestry of St. Nicholas’ Parish, The Vestry of 24
172-St. Peter’s Parish, The Vestry of Transfiguration Parish, The Vestry of Trinity Parish, and 25
173-The Vestry of Wheaton Parish; 26
169+ (2) in Prince George’s County, Maryland: The Vestry of Adelphi Parish, 22
170+The Vestry of Baden Parish, The Vestry of Clinton Parish, The Vestry of Epiphany Parish, 23
171+The Vestry of Glenn Dale Parish, The Vestry of Holy Trinity Parish, The Vestry of King 24
172+George’s Parish, The Vestry of Queen Anne Parish, The Vestry of St. Andrew’s Parish, The 25
173+Vestry of St. Barnabas’ Parish, The Vestry of St. Christopher’s Parish, The Vestry of St. 26
174+John’s Parish, The Vestry of St. Matthew’s Parish, The Vestry of St. Paul’s Parish, The 27
175+Vestry of St. Philip’s Parish, The Vestry of St. Thomas’ Parish, and The Vestry of Zion 28
176+Parish; 29
174177
175- (2) in Prince George’s County, Maryland: The Vestry of Adelphi Parish, 27
176-The Vestry of Baden Parish, The Vestry of Clinton Parish, The Vestry of Epiphany Parish, 28
177-The Vestry of Glenn Dale Parish, The Vestry of Holy Trinity Parish, The Vestry of King 29
178-George’s Parish, The Vestry of Queen Anne Parish, The Vestry of St. Andrew’s Parish, The 30
179-Vestry of St. Barnabas’ Parish, The Vestry of St. Christopher’s Parish, The Vestry of St. 31
180-John’s Parish, The Vestry of St. Matthew’s Parish, The Vestry of St. Paul’s Parish, The 32
181-Vestry of St. Philip’s Parish, The Vestry of St. Thomas’ Parish, and The Vestry of Zion 33
182-Parish; 34
178+ (3) in Charles County, Maryland: The Vestry of Durham Parish, The 30
179+Vestry of Piney Parish, The Vestry of Port Tobacco Parish, The Vestry of St. James’ Parish, 31
180+The Vestry of Trinity Parish, and The Vestry of William and Mary Parish; and 32
183181
184- (3) in Charles County, Maryland: The Vestry of Durham Parish, The 35
185-Vestry of Piney Parish, The Vestry of Port Tobacco Parish, The Vestry of St. James’ Parish, 36
186-The Vestry of Trinity Parish, and The Vestry of William and Mary Parish; and 37
182+ (4) in St. Mary’s County, Maryland: The Vestry of All Faith Parish, The 33
183+Vestry of All Saints’ Parish, The Vestry of King and Queen Parish, The Vestry of 34
184+Resurrection Parish, The Vestry of St. Andrew’s Parish, and The Vestry of St. Mary’s 35
185+Parish. 36
187186
188- (4) in St. Mary’s County, Maryland: The Vestry of All Faith Parish, The 38
189-Vestry of All Saints’ Parish, The Vestry of King and Queen Parish, The Vestry of 39 HOUSE BILL 391 5
190-
191-
192-Resurrection Parish, The Vestry of St. Andrew’s Parish, and The Vestry of St. Mary’s 1
193-Parish. 2
194-
195- SECTION 5. AND BE IT FURTHER ENACTED, That the bodies corporate named 3
196-in Section 4 of this Act shall be deemed properly incorporated and all persons, entities, and 4
197-instrumentalities, including the courts of this State and units of State government, shall 5
198-be estopped from denying the legal existence of those bodies corporate. 6
199-
200- SECTION 6. AND BE IT FURTHER ENACTED, That this Act does not prohibit the 7
201-future dissolution or merger of the bodies corporate named in Section 4 of this Act pursuant 8
202-to the constitution and canons of the Convention of the Protestant Episcopal Church in the 9
203-Diocese of Washington and the applicable provisions of the laws of this State. 10
204-
205- SECTION 7. AND BE IT FURTHER ENACTED, That this Act shall take effect July 11
206-1, 2024. 12
187+ SECTION 5. AND BE IT FURTHER ENACTED, That the bodies corporate named 37
188+in Section 4 of this Act shall be deemed properly incorporated and all persons, entities, and 38
189+instrumentalities, including the courts of this State and units of State government, shall 39
190+be estopped from denying the legal existence of those bodies corporate. 40 HOUSE BILL 391 5
207191
208192
209193
210-Approved:
211-________________________________________________________________________________
212- Governor.
213-________________________________________________________________________________
214- Speaker of the House of Delegates.
215-________________________________________________________________________________
216- President of the Senate.
194+ SECTION 6. AND BE IT FURTHER ENACTED, That this Act does not prohibit the 1
195+future dissolution or merger of the bodies corporate named in Section 4 of this Act pursuant 2
196+to the constitution and canons of the Convention of the Protestant Episcopal Church in the 3
197+Diocese of Washington and the applicable provisions of the laws of this State. 4
198+
199+ SECTION 7. AND BE IT FURTHER ENACTED, That this Act shall take effect July 5
200+1, 2024. 6