California Court of Appeals, Third District, Sacramento
THE ROMAN CATHOLIC BISHOP OF SAN JOSE et al., Plaintiffs and Appellants,
DEBRA BOWEN, as Secretary of State, etc., Defendant and Respondent.
APPEAL from a judgment of the Superior Court of Sacramento County,
No. 34-2011-80000942-CU-WM-GDS, Michael P. Kenny, Judge.
Sweeney & Greene, James F. Sweeney, Stephen J. Greene, Jr., Laura Borden Riddell and John M. Cox for Plaintiff and Appellant.
Kamala D. Harris, Attorney General, Douglas J. Woods, Senior Assistant Attorney General, Peter K. Southworth, Supervising Deputy Attorney General and Sylvia A. Cates, Deputy Attorney General for Defendant and Respondent.
BLEASE, Acting P. J
Plaintiffs the Roman Catholic Bishop of San Jose and Reverend Monsignor Francis V. Cilia appeal from a judgment denying their petition for a writ of mandate to (1) direct the Secretary of State (Secretary) to file the articles of incorporation of “Pastor of Santee Catholic Mission, a Corporation sole, ” (2) declare the Secretary violated the Administrative Procedures Act (Gov. Code, § 11340 et seq.; hereafter APA) by evaluating submitted articles pursuant to rules that are not authorized by law or promulgated pursuant to the APA, and (3) enjoin the Secretary from subjecting submitted articles to such rules. Plaintiffs contend the trial court erred in denying their petition because the Secretary’s “authority to review and file submitted articles of incorporation is strictly ministerial, ” and, even assuming the Secretary has some discretionary authority in reviewing articles of incorporation prior to filing, such authority was repeatedly abused.
We shall conclude that the Secretary has a ministerial duty to file submitted articles of incorporation “[i]f they conform to law....” (Corp. Code, § 10005.) We shall further conclude that the Secretary acted well within her ministerial authority in refusing to file the articles of incorporation for “Pastor of Santee Catholic Mission, a corporation sole, ” because the dissolution provision contained therein does not conform to and is in direct conflict with section 10015 in that it fails to direct that any remaining assets be distributed to the Santee Catholic Mission Parish, “the religious organization governed by the corporation sole....” (§ 10015, italics added.) Finally, to the extent plaintiffs challenge other modifications requested by the Secretary, we shall conclude that plaintiffs have failed to show that any of those changes resulted in a miscarriage of justice (Cal. Const., art. VI, § 13) or that plaintiffs were prejudiced thereby (Code Civ. Proc., § 475). Accordingly, we shall affirm the judgment.
FACTUAL AND PROCEDURAL BACKGROUND
A. The Evolution of Corporations Sole
“The civil law has long provided for the protection and preservation of the property of religious organizations by means of the entity known as a corporation sole. The corporation sole ‘is a venerable creation of the common law of England and is well established under common law in California. [Citations.]’ [Citation.]” (Berry v. Society of Saint Pius X (1999) 69 Cal.App.4th 354, 366 (Berry).) “ ‘One principal purpose of the corporation sole is to insure the continuation of ownership of property dedicated to the benefit of a religious organization which may be held in the name of its titular head.’ [Citation.]” (Id. at p. 367.)
“California by statute ‘has legitimized this tradition and regulates the formalities attendant upon the creation and continued existence of the corporation sole.’ [Citation.]” (Berry, supra, 69 Cal.App.4th at p. 366; see also §§ 10000-10015.) “A corporation sole may be formed... by the bishop, chief priest, presiding elder, or other presiding officer of any religious denomination, society, or church, for the purpose of administering and managing the affairs, property, and temporalities thereof.” (§ 10002.) The articles of incorporation must include: the name of the corporation; that the officer forming the corporation is authorized by the rules, regulations, or discipline of the religious denomination, society, or church to take such action; the county where the principal office for the transaction of the business of the corporation is located; and the manner in which any vacancy occurring in the office of the bishop, chief priest, presiding elder, or other presiding officer is required to be filled by the rules, regulations, or constitution of the denomination, society, or church. (§ 10003.) In addition to these mandatory provisions, the articles “may state any desired provision for the regulation of the affairs of the corporation in a manner not in conflict with law....” (§ 10004, italics added.) “The articles shall be signed and verified by the bishop, chief priest, presiding elder, or other presiding officer forming the corporation and shall be submitted to the Secretary of State for filing in his office. If they conform to law he shall file them and endorse the date of filing thereon.” (§ 10005, italics added.) “A corporation sole may be dissolved and its affairs wound up voluntarily by filing with the Secretary of State a declaration of dissolution executed, signed, and verified by the chief officer of the corporation.” (§ 10012.) “After the debts and obligations of the corporation are paid or adequately provided for, any assets remaining shall be transferred to the religious organization governed by the corporation sole, or to trustees in its behalf, or disposed of as may be decreed by the superior court of the county in which the dissolved corporation had its principal office upon petition therefor by the Attorney General or any person connected with the organization.” (§ 10015, italics added.)
B. Articles of Incorporation of “Pastor of Santee Catholic Mission, a Corporation Sole”
The Roman Catholic Bishop of San Jose, a corporation sole, is the civil legal entity through which the Diocese of San Jose owns and administers temporal goods of the faithful in that community. Reverend Monsignor Francis V. Cilia is the Vicar General of the Diocese of San Jose and Acting Parochial Administrator Pro Temporeof Santee Catholic Mission Parish.
In 2011, the Diocese of San Jose sought to form a new Catholic parish in San Jose, Santee Catholic Mission Parish, and the Roman Catholic Bishop of San Jose authorized Cilia to incorporate as a corporation sole.
On July 26, 2011, Cilia submitted articles of incorporation for “Pastor of the Santee Catholic Mission, a corporation sole, ” to the Secretary. In addition to the four mandatory provisions, the articles contained a number of optional provisions, including Article XI, a dissolution provision. It reads in pertinent part: “In the event of dissolution or final liquidation, Santee Catholic Mission shall, after paying or making provision for the payment of all the lawful debts and liabilities of this Corporation sole, distribute all the assets of the Corporation sole to: (i) The Roman Catholic Bishop of San Jose to be used exclusively for religious purposes; or to (ii) a trustee, or trustees, of a trust or trusts, the beneficiary or beneficiaries of which is or are one or more Roman Catholic parishes or Corporations sole organized and operated exclusively for religious purposes within the Diocese of San Jose; or, (iii) in the event The Roman Catholic Bishop of San Jose or a trust, or trusts, as described ...