Chapter 10

COL07030718GCA BUSINESS STRUCTURE &FUNCTION CH.10RELIGIOUS AND NONPROFIT CORPORA TIONS 1PART 2 SPECI AL CORPORA TE FORMS CHAPTER 10 RELIGIOUS AND NONPROFIT CORPORA TIONS § 10101. Nonprofit Corporations. § 10102. Religious Corporations. Corporation Sole. § 10103. Articles of Incorporation. § 10104. Verification of Articles. § 10105. Propert y to be Held in Trust. § 10106. Successors, Commissions, or Certificates of Election. § 10107. Purchase, Sale, etc., of Property . § 10108. Incorporation of Societies, Orders, etc. § 10109. Bylaws. § 10110. Right to Administer Passes to the Corporation . § 10111. Purchase of Real Estate. § 10112. Religious Corporations to Hold Land. § 10113. Nonincorporated Associations. § 10101. Nonprofit Corporations. Any number of persons, associated together for any lawful purpose other than pecuniary profit, m ay incor porate their said associa tion, as provided in this Chapter . SOURCE: CC § 500. All SOURCE references in this Chapter are to the appropriate sections of the Civil Code as found in the Civil Code, 1970 Edition, unless otherwise noted. § 10102. Rel igious Corporations. Corporation sole.

URCE references in this Chapter are to the appropriate sections of the Civil Code as found in the Civil Code, 1970 Edition, unless otherwise noted. § 10102. Rel igious Corporations. Corporation sole. For the administration of the temporalities of any religious denomination, society , or church, and the management of the estates and properties thereof, it shall be lawful for the bishop, chief priest, or presiding elder of any such religious denomination, society , or church to become a corporation sole unless inconsistent with the rules, regulations, or discipline of his religious denomina tion, society , or church or forbidden by compe tent author ity thereof. SOURCE : CC § 501. § 10103. Articles of Incorporation. COL07030718GCA BUSINESS STRUCTURE &FUNCTION CH.10RELIGIOUS AND NONPROFIT CORPORA TIONS 2In order to become a corporation sole, the bishop, chief priest, or presiding elder of any religious de nomination, society , or church must file with the Director of Revenue & T axation articles of incor poration setting forth the following facts: (a) That he is the bishop, chief priest, or presid ing elder of his religious denomination, society , or church and that he desires to

on articles of incor poration setting forth the following facts: (a) That he is the bishop, chief priest, or presid ing elder of his religious denomination, society , or church and that he desires to become a corporation sole. (b) That the rules, regulations and disci pline of h is religious denomination, society , or church are not inconsistent with his be - coming a corporation sole; (c) That as such bishop, chief priest, or presiding elder he is charged with the admin istration of the temporalities and the manage - ment of the esta tes and properties of his religious denomination, society , or church within his territorial jurisdiction, describing it; (d) The manner in which any vacancy occurring in the office of bishop, chief priest, or presiding elder is required to be filled accor ding to the rules, regula tions, or discipline of the religious denomination, society , or church to which he belongs; (e) The place where the principal office of the corporation sole is to be established and located, which place must be within Guam. (f) The fee for the filing of the articles of association or articles of incorporation of a non -profit association shall be Fifty Dollars ($50.00).

shed and located, which place must be within Guam. (f) The fee for the filing of the articles of association or articles of incorporation of a non -profit association shall be Fifty Dollars ($50.00). SOURCE: CC § 502. Subsection (f) added by P .L. 29 -002:V :I:64 (May 18, 2007). § 10104. V erification of Articles. The articles of incorpo ration must be verified before filing by the bishop, chief priest, or presiding elder , as the case may be, and accompa nied bya copy of the commission, certificate of election, or letters of appointment of such bishop, chief prie st, or presiding elder , duly certified to be correct by any notary public or clerk of a court of record. SOURCE: CC § 503. § 10105. Property to be Held in T rust. From and after the filing with the Director of Revenue & T axation of the said articles of i ncorporation, verified by affidavit or affirmation as COL07030718GCA BUSINESS STRUCTURE &FUNCTION CH.10RELIGIOUS AND NONPROFIT CORPORA TIONS 3aforesaid and accompanied by the copy of the commis sion, certificate of election, of letters of appoint ment of the bishop, chief priest, or presiding elder , duly certified as prescribed in § 10104, su ch bishop, chief priest,

the copy of the commis sion, certificate of election, of letters of appoint ment of the bishop, chief priest, or presiding elder , duly certified as prescribed in § 10104, su ch bishop, chief priest, or presiding elder , as the case may be, shall become a corporation sole, and all temporalities, estates and proper ties of the religious denomination, society , or church theretofore administered or managed by him as such bishop, ch ief priest, or presid ing elder shall be held in trust by him as a corporation sole for the use, purpose, behoof, and sole benefit of his reli gious denomination, society , or church, including hospitals, schools, colleges, orphan asylums, parsonages, and c emeter ies thereof. For the filing of such articles of incor - poration the Director of Revenue & T axation shall collect Twelve Dollars and Fifty cents ($12.50). SOURCE: CC § 504. § 10106. Successors, Commissions, or Certifi cates of Election. The success ors in office of any bishop, chief priest, or presiding elder incorporated as a corporation sole shall become the corporation sole on accession to office, and shall be permitted to transact business as such on filing with the Director of Revenue & T

iding elder incorporated as a corporation sole shall become the corporation sole on accession to office, and shall be permitted to transact business as such on filing with the Director of Revenue & T axation a copy of their commis sions, certificates of election, or letters of appointment duly certified to be correct byany notary public or clerk of a court of record. For filing of every such copy of a commis sion, certifi cate, or le tters the said Director of Revenue & T axation shall collect the sum of Five Dollars ($5.00). During a vacancy in the office of bishop, chief priest, or pre siding elder of any church incorporated as a corpora tion sole, the person or persons authorized and empowered by the rules , regulations, or discipline of the religious denomi nation, society , or church represented by the corporation sole to administer the temporalities and manage the estates and property of the corporation sole during the vacancy shall exer cise all the power and authori ty of the corpora tion sole during such vacancy . SOURCE: CC § 505. § 10107. Purchase, Sale, etc., of Property. Any corpora tion sole may purchase and hold real estate and personal property for its church,

the corpora tion sole during such vacancy . SOURCE: CC § 505. § 10107. Purchase, Sale, etc., of Property. Any corpora tion sole may purchase and hold real estate and personal property for its church, charitable, benevolent, or educatio nal purposes, and may receive bequests or gifts for such purposes. Such corporation may mortgage or sell real property held by it upon obtaining an order for that COL07030718GCA BUSINESS STRUCTURE &FUNCTION CH.10RELIGIOUS AND NONPROFIT CORPORA TIONS 4purpose from the Superior Court; but before making the order proof must be made to the satis faction of the court that notice of the application for leave to mortgage or sell has been given by publication or other wise in such manner and for such time as said court or the judge thereof may have directed, and that it is to the interest of the corpo ration that leave to mortgage or sell should be granted. The application for leave to mortgage or sell must be made by petition, duly verified by the bishop, chief priest, or presiding elder, acting as corporation sole, and may be opposed by any member o f the religious denomination, society , or church represented by the corporation sole; Provided, however,

ef priest, or presiding elder, acting as corporation sole, and may be opposed by any member o f the religious denomination, society , or church represented by the corporation sole; Provided, however, that in cases where the rules, regula tions, and discipline of the religious denomination, society , or church concerned, represented by such corpo ration sole, regulate the methods of acquiring, holding, selling, and mortgaging real estate and personal proper ty, such rules, regulations, and discipline shall control and the interven tion of the courts shall not be necessary . SOURCE: CC § 506. § 10108. Incorporation of Societies, Orders, etc. Any religious society or religious order, or any diocese, synod, or district organization of any church, unless forbidden by the constitu tion, rules, regulations, or discipline of the religious order, society , or church of which it is a part, or by competent authority , may upon the written consent of two -thirds (2/3) of the mem bership, or by an affirmative vote of two - thirds (2/3) of the mem bership had at a regular meet ing, incorporate for the administration of its temporali ties or for the management of its prop erties or estates by

an affirmative vote of two - thirds (2/3) of the mem bership had at a regular meet ing, incorporate for the administration of its temporali ties or for the management of its prop erties or estates by filing with the Director of Revenue & T axation articles of incorporation verified by the affidavit or affirmation of the presiding officer, secretary , or clerk or other member of suc h religious society , religious order , or diocese, synod, or district organiza tion of the church setting forth the follow ing facts: (a) That the religious society , religious order , or district organization is a religious society or religious order or dio cese, synod, or district organization of some church; (b) That two -thirds (2/3) of its member ship have given their written consent or have voted to incorpo rate at a regular meeting of the body; COL07030718GCA BUSINESS STRUCTURE &FUNCTION CH.10RELIGIOUS AND NONPROFIT CORPORA TIONS 5(c) That the incorporation of the religious society , relig ious order , diocese, synod or district organization of the church desiring to incorporate is not forbidden by competent authority or by the constitution, rules, regulations, or discipline of the society ,

rder , diocese, synod or district organization of the church desiring to incorporate is not forbidden by competent authority or by the constitution, rules, regulations, or discipline of the society , church, or order of which it is a part; (d) That th e religious society or religious order or diocese, synod, or district organiza tion of the church desires to incorporate for the administration of its temporalities or the management of its properties or estates; (e) The place where the principal office o f the corporation is to be established and located, which place must be within Guam; (f) The names and residences of the directors or trustees elected bythe religious society or order, or the diocese, synod, or district organization of the church to serv e for the first year or such other times as may be prescribed by the laws of the society or order, or of the diocese, synod or district organization of the church, the board of directors or trustees to be not less than five (5) nor more than fifteen (15). For the filing of such articles of incorporation, the Director of Revenue & Taxation shall collect Twenty -five Dollars ($25.00). SOURCE: CC § 507. Subsection (f) amended by P .L.

than fifteen (15). For the filing of such articles of incorporation, the Director of Revenue & Taxation shall collect Twenty -five Dollars ($25.00). SOURCE: CC § 507. Subsection (f) amended by P .L. 29 -002:V :I:64 (May 18, 2007). § 10109. Bylaws. Bylaws for the government of the corporation not inconsistent with law or with the consti tution, bylaws, rules, regulations, or discipline of the religious society , religious order , or church of which the corporation forms a part may be adopted or amended at any regu lar meeting cal led for the purpose by the incor porated religious society or religious order or by any convention, synod, or other legal represen tative of the church in and for the district. SOURCE: CC § 508. § 10110. Right to Administer Passes to the Corpo ration. The right to administer all tempo ralities and all property held or owned bya religious order or society , or by the diocese, synod, or district organization of any religious denomination or church shall, on its incorpora - tion, be held in trust for the use, purpose, behoof, and benefit of the COL07030718GCA BUSINESS STRUCTURE &FUNCTION CH.10RELIGIOUS AND NONPROFIT CORPORA TIONS 6religious society or order

incorpora - tion, be held in trust for the use, purpose, behoof, and benefit of the COL07030718GCA BUSINESS STRUCTURE &FUNCTION CH.10RELIGIOUS AND NONPROFIT CORPORA TIONS 6religious society or order so incorporated or the church of which the diocese, synod, or district organi zation is an organized and constituent part. SOURCE: CC § 509. § 10111. Purchase of Real Estate. Such corpo rations shall have the right to purchase, hold, mortgage, or sell real estate for its church, charitable, benevolent, or educational purposes byand with the consent of a majority of its membership. SOURCE: CC § 510. § 10112. Religious Corporations to Hold Land. It shall be lawful for all religious associations, of whatever sect or denomination, whether incorpo rated in Guam or in some other country , or not incorporated at all, to hold land in Guam upon which to build churches, parsonages, or educa tional o r charitable institutions. SOURCE: CC § 511. § 10113. Nonincorporated Associations. Such religious institutions, if not incorporated, shall hold the land in the name of three trustees for the use of such associations; the trustees shall be selected by t he direct ing body in Guam for such

eligious institutions, if not incorporated, shall hold the land in the name of three trustees for the use of such associations; the trustees shall be selected by t he direct ing body in Guam for such associations, and vacancies occurring among the trustees by death, resignation, or othe r cause shall be filled in the same manner as the original selection. ----------COL07030718GCA BUSINESS STRUCTURE &FUNCTION CH.10RELIGIOUS AND NONPROFIT CORPORA TIONS