How to Form a Nonprofit Religious Corporation in Maryland

MD Code, Corporations & Associations Article 5-301—5-313—Religious Corporations

    The adult members of a church [defined below] may form a religious corporation. Such adult members shall elect at least four individuals to act as trustees [defined below] in the name of and on behalf of the church; and shall prepare a plan of the church.  The plan shall include (1) the purposes for which the religious corporation is formed; (2) the name of the religious corporation and the church; (3) the time and manner for election and succession of trustees; and (4) the exact qualifications of individuals eligible to vote at elections and to be elected to office.  [Article 5-302]  The plan shall be entered in the record book required by Maryland law (see, Article 5-307), and shall be acknowledged by a majority of the trustees.  [Article 5-303]  Unless the plan provides otherwise, the trustees shall be elected at the time and place ordinarily used for public meetings of the church by the individuals who, according to the custom and usage of the church, have a voice in the management and direction of congregational or temporal affairs.  [Article 5-307]

    The trustees shall file articles of incorporation for record with the Department [what dept?]. The articles of incorporation shall contain (1) the plan of the church; (2) the address of the principal place of worship of the church; and (3) the name and address of the resident agent of the church.  The trustees become a corporation under the name stated in the articles of incorporation when the Department accepts the articles for record. [Article 5-304]

    The trustees have the power to (1) have perpetual existence under the name of the religious corporation; (2) purchase, take, or acquire by gift, bequest, or in any other manner and hold any interest in any assets in the State; (3) use, lease, mortgage, sell, or convey the assets in the manner that the trustees consider most conducive to the interest of the religious corporation; (4) generally manage any assets of the religious corporation; and (5) adopt rules and ordinances for conducting their affairs as necessary and convenient to accomplish the purpose of the religious corporation, including (a) appointing the time and place of a meeting of its members; and (b) determining the number of members necessary to constitute a quorum.  [Article 5-306]

    The trustees shall keep an accurate record book.  They shall allow inspection of the record book by members of the religious corporation; and allow the proceedings recorded in the record book to be presented before a public meeting, if required by five or more members of the religious corporation.

    The only terms defined under this article are “church,” “plan,” “record book,” and “trustees.”  “Church” is defined as “any church, religious society, or congregation of any sect, order, or denomination.”  [Article 5-301]  The other terms are as described above.

Maryland case law applying this article has determined:

    Trustees and not the congregation constitute the corporation under the Maryland system of incorporating religious societies.  Babcock Memorial Presbyterian Church v. Presbytery of Baltimore (1984).

Maryland law under this article imposes no particular form of church government of property control upon any church incorporating thereunder, but leaves the matter entirely to the will of the churches involved.  The Maryland law leaves the distribution of control over local church property entirely to the voluntary arrangements entered into by and within each denomination.  Thus, any incorporated local church and any parent or supervisory denominational body can agree among themselves to lodge such degree of control over local church property in such body or bodies as they select.  Smith v. Church of God (1971).