Barry Black
The trustees of non-hierarchical religious corporations that are subject to New York’s Religious Corporations Law (RCL) are able to exercise a great deal of authority as the corporation’s “managing officers.” Yet their power is far from absolute. Indeed, it is the members of the congregation—and not the institution’s trustees—who ultimately make virtually all important corporate decisions.
This general scheme arises from the specific provisions of the RCL (and predecessor statutes reaching back to as early as 1813, which established that members “are the body corporate”) and over a century of decisions by the U.S. Supreme Court and the New York Court of Appeals. Moreover, it may well be argued that the Free Exercise Clause of the First Amendment prohibits statutory law, such as New York’s Not-for-Profit Corporation Law (NPCL) and similar law in other states—including in those many states that do not even have their own religious corporations law—from depriving the members of a religious society of the right to govern themselves.
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