Legal Document: In the Matter of the Application of HANSON PLACE CENTRAL UNITED METHODIST CHURCH F/K/A HANSON PLACE CENTRAL METHODIST EPISCOPAL CHURCH, Petitioner, for leave to sell and convey certain real property, pursuant to Religious Corporations Law § 12 and Not-for-Profit Corporation Law §§ 510 and 511.

On March 04, 2024 a PETITION - Verified Petition dated 3.1.2024 was filed involving a dispute between Hanson Place Central United Methodist Church F K A Hanson Place Central Methodist Episcopal Church, and for Other Matters - Sale or Finance of Religious/Not for Profit Property in the District Court of Kings County.

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FILED: KINGS COUNTY CLERK 03/04/2024 11:22 AM INDEX NO. 506283/2024
NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 03/04/2024

SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF KINGS
In the Matter of the Application of

HANSON PLACE CENTRAL UNITED METHODIST VERIFIED PETITION
CHURCH F/K/A HANSON PLACE CENTRAL
METHODIST EPISCOPAL CHURCH,

Petitioner, Index No.:

for leave to sell and convey certain real property, pursuant to
Religious Corporations Law § 12 and Not-for-Profit
Corporation Law §§ 510 and 511.

Petitioner, Hanson Place Central United Methodist Church f/k/a Hanson Place Central Methodist

Episcopal Church, respectfully alleges and states as follows:

Petitioner

1. Petitioner, Hanson Place Central United Methodist Church f/k/a Hanson Place

Central Methodist Episcopal Church (hereinafter referred to as the “Petitioner”), is a New York

religious corporation currently existing in accordance with Article 17 of the Religious

Corporations Law of the State of New York (“RCO”).

2. Petitioner is a local church of the United Methodist Church, and a member of The

New York Annual Conference of the United Methodist Church, the regional and administrative

entity of the United Methodist Church for portions of the States of Connecticut and New York,

including all of New York City. Petitioner is located within the Long Island West District of The

New York Annual Conference of the United Methodist Church, which is overseen by the district

superintendent, Rev. Elizabeth C. Abel (the “District Superintendent”).

Petitioner’s History & Name

3. On or about March 31, 1937, Petitioner was incorporated pursuant to Article 10

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of the RCO with the corporate name of Hanson Place Central Methodist Episcopal Church. 1

Annexed hereto as Exhibit A is a copy of Petitioner’s Certificate of Incorporation.

4. In or about 1939, The Methodist Church was created when the three (3)

denominations formerly known as the Methodist Episcopal Church, the Methodist Protestant

Church, and the Methodist Episcopal Church South formed into one (1) denomination. At such

time, all religious corporations, or churches connected with The Methodist Church eliminated from

their respective names the word or words “Episcopal”, “Protestant”, or “South.” See Section 321

of the RCO. Additionally, in or about 1968, with the creation of the United Methodist Church from

the unification of The Methodist Church and The Evangelical United Brethren Church, certain

religious corporations, churches, and other affiliated entities formerly belonging to The Methodist

Church adopted the inclusion of “United” their respective names. See Section 321-A of the RCO.

5. Pursuant to Section 321 of the RCO and Section 321-A of the RCO, Petitioner’s

name changed from Hanson Place Central Methodist Episcopal Church to Hanson Place Central

United Methodist Church. Annexed hereto as Exhibit B is a copy of: (i) Section 321 of the RCO,

(ii) Section 321-A of the RCO, and (iii) a letter from Margaret Howe, the Conference Secretary of

the New York Annual Conference of the United Methodist Church explaining the name change

for Petitioner.

The Book of Discipline of the United Methodist Church

6. The Book of Discipline of the United Methodist Church—2016 (the “Book of

Discipline”) governs the United Methodist denomination and is promulgated by the General

Conference of the United Methodist Church. 2 As a local church of the United Methodist Church,

1
In accordance with Section 190 of the RCO, Article 10 of the RCO no longer applies to Petitioner, as a methodist
church, and therefore, Petitioner is governed in accordance with Article 17 of the RCO.
2
A full electronic version of the Book of Discipline is available for download at the following location:
https://www.cokesbury.com/book-of-discipline-book-of-resolutions-free-versions

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Petitioner must adhere to the Book of Discipline, which serve as the by-laws of Petitioner.

Petitioner does not maintain additional by-laws.

Petitioner’s Activities

7. In accordance with Paragraph 202 of the Book of Discipline, the function of

Petitioner, as a local church of the United Methodist Church, under the guidance of the Holy Spirit,

is to: “help people to accept and confess Jesus Christ as Lord and Savior and to live their daily

lives in light of their relationship with God.” 3

Petitioner’s Board of Trustees & Preacher-in-Charge

8. The primary governing body of Petitioner for property and asset management is

referred to as the “Board of Trustees”. The preacher-in-charge is Senior Pastor, Rev. Dr. Beverly

Mary A. Morris (the “Pastor”). A list of the names of Petitioner’s directors that are members of

the Board of Trustees and Petitioner’s principal officers, and their places of residence is annexed

hereto as Exhibit C.

The Property

9. Petitioner seeks approval of the Supreme Court of the State of New York, pursuant

to Section 12 of the RCO and Sections 510 and 511 of the Not-for-Profit Corporation Law of the

State of New York (“NPC”), for leave to sell and convey that certain parcel of land situated, lying

and being in the City and State of New York, County of Kings, which is owned by Petitioner,

known as and by street address: 144 St. Felix Street, and identified on the City of New York, Kings

County tax map records, as Block 2111 and Lot 45, which is improved with a church building and

vacant retail units (the “Property”).

3
From The Book of Discipline of The United Methodist Church—2016. Copyright © 2016 by The United Methodist
Publishing House. Used by permission.

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10. Petitioner acquired title to the Property by deed dated July 28, 1937, recorded

August 4, 1937 in Liber 5585 page 129, as corrected by CRFN 2005000532973 made by Edward

Geetinger, as Assignee and Trustee under a General Assignment for the benefit of creditors by The

Central Methodist Episcopal Church of Brooklyn and annexed hereto as Exhibit D.

11. Over the last decade, Petitioner has faced dwindling membership and increased

costs to maintain the Property. The Property needs costly structural maintenance, repairs and

improvements. Petitioner has been unable to maintain the Property and vacated the Property in

November 2019, because it is no longer safe for Petitioner to occupy. Petitioner is currently

holding services at Grace United Methodist Church (“Grace Church”) at 33 7th Avenue in

Brooklyn, New York. The Pastor is currently serving as the pastor of both Petitioner and Grace

Church.

12. The Property is not being utilized by Petitioner and currently remains vacant, and

Petitioner continues to expend funds to maintain and protect the Property. Therefore, Petitioner

elected to market the Property with a licensed real estate broker and sell the Property.

Contemplated Transaction

13. In preparation for the sale and conveyance of the Property, Petitioner ordered and

obtained an appraisal of the Property (the “Appraisal”), performed by David Shlosh, MAI, a New

York State general real estate appraiser with license #46000017051 (the “Appraiser”). The

Appraiser concluded the “as is” value of the Property, as of February 15, 2024, to be Thirteen

Million One Hundred Thousand and 00/100 Dollars ($13,100,000.00) (the “Appraised Value”). A

copy of the Appraisal is annexed hereto as Exhibit E. Other than as appraiser, the Appraiser has

no connection with Petitioner or Purchaser (as defined hereinbelow), and is independent of

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Petitioner and Purchaser, and none of the directors, officers, key employees, or Purchaser, or their

relatives have direct or indirect financial interest in the Appraiser.

14. On February 28, 2024, Petitioner entered into a certain purchase and sale agreement

for the Property, in “as is” condition, with 144 BAM LLC, a New York limited liability company

(the “Purchaser”), for a purchase price in the amount Fifteen Million and 00/100 Dollars

($15,000,000.00) (the “Purchase Price”), deliverable in cash at closing (the “Purchase and Sale

Agreement”), which is contingent upon Petitioner obtaining (i) ecclesiastical corporate approvals

and (ii) approvals for the sale of the Property required by New York State law. A copy of the

Purchase and Sale Agreement is annexed hereto as Exhibit F.

15. This is an “arms-length” transaction to a bona fide third-party purchaser. Other than

as seller and as purchaser, there is no relationship between Petitioner and Purchaser, or any of their

directors, officers, key employees, or members.

Authorizations & Consents

16. Petitioner has determined that the Purchase Price and the terms of the Purchase and

Sale Agreement are fair and reasonable to Petitioner, and the purposes of Petitioner will be

promoted by the contemplated transaction, because: (i.) the contemplated transaction provides the

best price and most favorable terms obtainable for the Property after a strategic marketing process,

(ii.) the closing of the transaction is not contingent on financing, (iii.) the Purchase Price exceeds

the Appraised Value, (iv.) the transaction will relieve Petitioner of the financial burden of

maintaining and protecting real property that is currently vacant and no longer utilized by

Petitioner, and (v.) the saved expenses and the net proceeds from the contemplated transaction will

allow Petitioner to carry on Petitioner’s religious activities and purposes.

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17. On February 24, 2024, at a meeting duly held at which a quorum was present, the

Board of Trustees, voted favorably to accept and approve the Purchase and Sale Agreement for

the sale and conveyance of the Property, in “as is” condition, to Purchaser for the Purchase Price.

Five (5) of the six (6) members of the Board of Trustees were present, and five (5) members present

voted in favor of the sale to Purchaser and approved the Purchase and Sale Agreement (zero (0)

members voted against the contemplated transaction and one (1) member abstained). A certificate

of secretary with a copy of the resolutions from the meeting of the Board of Trustees approving

the contemplated transaction is annexed as Exhibit G.

18. In addition to receiving the internal corporate approvals of the contemplated

transaction, the Book of Discipline and Section 12(5-b) of the RCO also requires that the sale of

real property by an incorporated local United Methodist church obtain: (i.) the written consent of

the District Superintendent, (ii.) the written consent of the Pastor, and (iii.) the authorization of the

charge conference. Annexed hereto as Exhibit H is a copy of the certification from the District

Superintendent establishing Petitioner obtained the following: (i.) the written consent of the

District Superintendent, (ii.) the written consent of the Pastor, and (iii.) the authorization of the

charge conference. Annexed hereto as Exhibit I is a copy of portions of the Book of Discipline,

specifically Paragraph 2541, Incorporated Local Church Property-Sale, Transfer, Lease or

Mortgage, which further provides that certification by the district superintendent shall be

“conclusive evidence” that the proposed sale and conveyance conforms with the Book of

Discipline.

No Notice to Office of the Attorney General

19. The certification by the District Superintendent that the contemplated transaction

conforms to the Book of Discipline serves the same oversight function and achieve the same policy

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objects as the Office of the Attorney General for the State of New York consent for other

transactions related to the disposition of assets governed by Section 12 of the RCO and Sections

510 and 511 of the NPC, and as such, in accordance with Section 2-b of the RCO, the sale and

conveyance of the Property is exempt from the notice requirements to the Office of the Attorney

General for the State of New York set forth in Section 12(1) of the RCO. Pursuant to Section 2-

b(1)(d-1) of the RCO, a United Methodist church:

“shall not be required to give notice to the attorney general of any application
required by subdivision one of section twelve of this chapter or any application or
petition required under section five hundred ten or section five hundred eleven of
the not-for-profit corporation law.”

Proposed Use of Sales Proceeds

20. Petitioner proposes to apply the proceeds from the transaction contemplated herein

for the payment of closing costs, including the payment of transfer taxes and recording fees, legal

fees and broker fees, and the net proceeds towards the conduct and furtherance the Corporation’s

proper religious activities and purposes, in accordance with (a) The Book of Discipline of the

United Methodist Church—2016 and (b) a financial plan approved by the District Superintendent

and upon direction and consent of the use of such funds from the District Superintendent.

Financial Position

21. A list of the debts and liabilities of Petitioner and the manner in which they are

secured is annexed hereto as Exhibit J.

22. The dissolution of Petitioner is not contemplated following the sale of the Property.

23. Petitioner is solvent and will not become insolvent as a result of the contemplated

transaction.

Venue

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24. Section 12(1) of the RCO and Sections 510 and 511 of the NPC require that a

verified petition to obtain approval of certain real estate transactions be brought in the county

“wherein the corporation has its office or principal place of carrying out the purposes for which it

was formed.” Petitioner’s office and principal place of carrying out its purpose is located at 144

St. Felix Street, City and State of New York, County of Kings, and therefore, the proper venue for

this petition is the Supreme Court of the State of New York, Kings County.

Miscellaneous

25. Section 12 of the RCO and Sections 510 and 511 of the NPC have been complied

with in all respects.

26. No previous petition has been made to any court or judge for the same or similar

relief herein requested.

[Remainder of Page Intentionally Left Blank]

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WHEREFORE, Petitioner prays, pursuant to Religious Corporations Law Section 12 and Not-

for-Profit Corporation Law Sections 510 and 51 1, for an order of this Court: (i.) approving the sale

and conveyance of the aforesaid real property, as set forth in this petition (ii.) authorizing the

execution and delivery of all necessary documents in connection therewith, and (iii.) granting such

other fuither relief as may be iust and proper.

fvtr-r.1,
Dated: eeur*a#y *\ . zoz+

HANSON PLACE CENTRAI I.INITED
METHODIST CHURCH F/IVA HANSON
PLACE CENTRAL METHODIST
EPISCOPAL CHURCH

uY ul^ru^1. fi^rd,
Willie Dixon
Chairperson, Board of Trustees

,r, &t.'p:*1ic,rru*
Isice Adams
-
Secretary, Board of Trustees

Attorney,s .for Petitioner ;
Capell Barnett Mataion & Schoenfeld LLP
Renato D. Matos, Esq.
1 3 85 Broadway, l?th Floor.

New York, Nerv York 10018
(646) 448-6827
rmatos(rDcbmslaw.com

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YERIFICATION

State of New York
*'''
counry
"r*EltJ- I
Willie Dixon, being duly sworn. deposes and says:

I am the Chairperson of the Board of Trustees of Hanson Place Cqntral United Methodist
Church, Petitioner in the within proceeding. I have read the annexed Petition, know the contents
thereof and the sarne are tme to my own knowledge, except those matters therein which are stated
to be aileged on intbrmation and beiie{ and as to those matters, I believe them to be true. I have
signed this Petition by authority of Board of Trustees of Hanson Place Central United Methodist
Church.

On this day of Febnr-ary in the year 2024, before me, the undersigned, a notary public
in and fbr said State, personaily appeared Willie Dixon personally known to me or proved to me
on the basis of satisfactory evidence to be the individuai whose name is subscribed to the within
instrument and acknowledged to me that he executed the same in his capacity, and that by his
signature on the instrument, the individual, or the person upon behalf of which the i{itividual acted,
executed the instrnment.

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VERIFICATION

State of New York
) ss.:
Countyof -f ,,.,. :, )
-
Isice Adams, being duly swom, deposes and says:

I am the Secretar), of the Board of Trustees of L{anson Place Central United Methodis!
Church, Petitioner in the within proceeding. I have read the annexed Petition, know the contents
thereof, and the same are true to my own knowledge, except those matters therein which are stated
to be alleged on infonnation and beliel and as to those matters, I believe them to be true. I have
signed this Petition by authority of Board of Trustees of Hpnson Place Central UulLed Methodist
Church.

Isice Adams

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On this .= : day of February jn the year 2024, before me, the undersigned. a notary public
in and for said State, personally appeared Isice Adarys personaliy knolvn to me or proved to me
on the basis of satisfactory evidence to be the individual rvhose name is subscribed to the within

signature on the instrument, the individual, or the persoo upotr behalf of which the acted,
executed the instrument.
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