In re Margaret L. Matthews Revocable Trust , 312 Neb. 381 ( 2022 )


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    Nebraska Supreme Court Advance Sheets
    312 Nebraska Reports
    IN RE MARGARET L. MATTHEWS REVOCABLE TRUST
    Cite as 
    312 Neb. 381
    In re Margaret L. Matthews Revocable Trust.
    Wells Fargo Bank, N.A., as Trustee of the Margaret L.
    Matthews Revocable Trust, appellee, v. Salvation
    Army and Visiting Nurse Association of the
    Midlands, doing business as Visiting Nurse
    Association, appellees, and Nebraska Synod
    of the Evangelical Lutheran Church in
    America, substituted for Pella Evangelical
    Lutheran Church, appellant.
    ___ N.W.2d ___
    Filed September 9, 2022.   No. S-21-507.
    1. Trusts: Equity: Appeal and Error. Absent an equity question, an
    appellate court reviews trust administration matters for error appear-
    ing on the record; but where an equity question is presented, appellate
    review of that issue is de novo on the record.
    2. Declaratory Judgments. Whether an action for declaratory judgment is
    to be treated as one at law or one in equity is to be determined by the
    nature of the dispute. The test is whether, in the absence of the prayer
    for declaratory judgment, the issues presented should properly be dis-
    posed of in an equitable action, as opposed to a legal action.
    3. Evidence: Appeal and Error. In a review de novo on the record, an
    appellate court reappraises the evidence as presented by the record and
    reaches its own independent conclusions concerning the matters at issue.
    However, the court may give weight to the fact that the trial court heard
    and observed the witnesses and their manner of testifying, and accepted
    one version of the facts rather than the other.
    4. Jurisdiction: Appeal and Error. Before reaching the legal issues pre-
    sented for review, it is an appellate court’s duty to determine whether it
    has jurisdiction to decide the issues presented.
    5. ____: ____. Where a lower court lacks subject matter jurisdiction to
    adjudicate the merits of a claim, issue, or question, an appellate court
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    IN RE MARGARET L. MATTHEWS REVOCABLE TRUST
    Cite as 
    312 Neb. 381
    also lacks the power to determine the merits of the claim, issue, or ques-
    tion presented to the lower court.
    6.   Trusts: Declaratory Judgments. Nebraska’s declaratory judgment stat-
    utes allow trustees and persons interested in the administration of a trust
    to seek a declaration regarding any question arising in the administration
    of a trust.
    7.   Trusts. A trustee or beneficiary may apply to an appropriate court for
    instructions regarding the administration or distribution of the trust if
    there is reasonable doubt about the powers or duties of the trusteeship
    or about the proper interpretation of the trust provisions.
    8.   Jurisdiction: Final Orders: Appeal and Error. For an appellate court
    to acquire jurisdiction of an appeal, there must be a final judgment or
    final order entered by the tribunal from which the appeal is taken.
    9.   Final Orders: Words and Phrases. To be final, an order must dispose
    of the whole merits of the case. When no further action of the court is
    required to dispose of a pending cause, the order is final.
    10.   Declaratory Judgments: Parties. When declaratory relief is sought,
    it is a statutory requirement that all persons shall be made parties who
    have or claim any interest which would be affected by the declaration,
    and no declaration shall prejudice the rights of persons not parties to
    the proceeding.
    11.   Trusts: Courts: Jurisdiction. The act of registering a trust gives the
    county court jurisdiction over the interests of all notified beneficiaries to
    decide issues related to any matter involving the trust’s administration,
    including a request for instructions or an action to declare rights.
    12.   Trusts: Words and Phrases. The term “beneficiary” includes per-
    sons with a present or future beneficial interest in a trust, vested or
    contingent.
    13.   Trusts: Intent. The primary rule of construction for trusts is that a court
    must, if possible, ascertain the intention of the testator or creator.
    14.   Corporations: Charities. A gift, donation, or bequest by name, without
    further restriction or limitation as to use, to a corporation organized and
    conducted solely for charitable purposes, will be deemed to have been
    made for the objects and purposes for which the corporation was orga-
    nized, and not to the corporation itself.
    15.   Charities: Intent. The charitable intent of the donor is ascertained by
    reference to the charitable purposes of the donee.
    Appeal from the County Court for Douglas County: Derek
    R. Vaughn, Judge. Affirmed.
    William J. Lindsay, Jr., and Zachary W. Lutz-Priefert, of
    Gross & Welch, P.C., L.L.O., for appellant.
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    Nebraska Supreme Court Advance Sheets
    312 Nebraska Reports
    IN RE MARGARET L. MATTHEWS REVOCABLE TRUST
    Cite as 
    312 Neb. 381
    Krista M. Eckhoff, Jesse D. Sitz, and Brian Barmettler, of
    Baird Holm, L.L.P., for the Salvation Army and the Visiting
    Nurse Association of the Midlands.
    Heavican, C.J., Cassel, Stacy, Funke, Papik, and
    Freudenberg, JJ., and Stecker, D.J.
    Heavican, C.J.
    The late Margaret L. Matthews established and amended
    a revocable trust prior to her death wherein she made three
    bequests: one each to the Salvation Army and the Visiting Nurse
    Association of the Midlands, doing business as Visiting Nurse
    Association (VNA), appellees, and one to Pella Evangelical
    Lutheran Church (Pella). As amended, each bequest encom-
    passed the named beneficiary, as well as its charitable succes-
    sors and assigns. Prior to Matthews’ death, Pella had ceased
    to exist. Wells Fargo Bank, N.A. (Wells Fargo), as trustee of
    the trust, filed a petition for declaratory judgment concern-
    ing Pella’s existence. The Nebraska Synod (Synod) of the
    Evangelical Lutheran Church in America (ELCA), appellant,
    a conglomerate of churches to which Pella belonged prior to
    cessation, was allowed to intervene and asserted that it was
    entitled to Pella’s share of the trust property.
    After trial, the Douglas County Court determined that the
    Synod was not Pella’s charitable successor and assign, and it
    ordered that Pella’s share be distributed pro rata to the Salvation
    Army and the VNA, the remaining named beneficiaries, pursu-
    ant to the terms of the trust. The county court accordingly
    denied the Synod’s complaint in intervention. We affirm.
    I. FACTUAL BACKGROUND
    In 2006, Matthews established a revocable trust. Pursuant to
    the trust, and upon her death, property was to be distributed to
    a number of charitable organizations. Wells Fargo was selected
    to serve as trustee.
    The provisions located within article VIII of the trust pro-
    vided for the following distribution of trust property: “(a)
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    IN RE MARGARET L. MATTHEWS REVOCABLE TRUST
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    312 Neb. 381
    One-half (1/2) to the SALVATION ARMY, WESTERN
    DIVISION, Omaha, Nebraska; (b) One-sixth (1/6) to the
    BETHESDA LUTHERAN HOME FOUNDATION, INC.,
    Watertown, Wisconsin; (c) One-sixth (1/6) to the VISITING
    NURSE ASSOCIATION, Omaha, Nebraska; and (d) One-
    sixth (1/6) to the PELLA LUTHERAN CHURCH, Omaha,
    Nebraska.” (Emphasis omitted.) The trust also provided that in
    the event any of the beneficiaries did not exist at the time of
    Matthews’ death or was no longer a charity, the bequest would
    instead be allocated to the remaining existing and qualified
    charities, pro rata.
    In 2010, Matthews amended her trust, modifying only article
    VIII. Through this amendment, Matthews removed Bethesda
    Lutheran Home Foundation, Inc., as a beneficiary, reallocated
    shares of trust property, and added the language “its chari-
    table successors and assigns” to each charitable beneficiary
    as follows: “(a) One-half (1/2) to the SALVATION ARMY,
    WESTERN DIVISION, Omaha, Nebraska, its charitable suc-
    cessors and assigns; (b) One-fourth (1/4) to the VISITING
    NURSE ASSOCIATION, Omaha, Nebraska, its charitable
    successors and assigns; and (c) One-fourth (1/4) to the PELLA
    LUTHERAN CHURCH, Omaha, Nebraska, its charitable suc-
    cessors and assigns.” (Emphasis omitted.)
    After Matthews’ death in January 2018, Wells Fargo, serv-
    ing as trustee, registered the trust with the court and filed a
    petition for declaratory judgment. Wells Fargo sought a dec-
    laration concerning distribution of trust property pursuant to
    the terms of the trust as it pertained to Pella. After receiving
    notice of the declaratory judgment action, the Synod filed
    a motion to intervene, asserting that it was the proper and
    lawful successor of Pella and that, as such, it was entitled to
    Pella’s share of trust property. The Salvation Army and the
    VNA resisted this claim, arguing that Pella had no charitable
    successors or assigns and, as a result, that Pella’s share should
    be distributed between the two pro rata, pursuant to the terms
    of the trust.
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    IN RE MARGARET L. MATTHEWS REVOCABLE TRUST
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    312 Neb. 381
    On December 28, 2018, the county court authorized inter-
    vention and permitted the Synod to align as a defendant. A trial
    was held on the matter in April 2021 to determine whether the
    Synod was Pella’s charitable successor and assign. The follow-
    ing evidence was introduced at trial.
    Pella was a local Lutheran congregation in Omaha, Nebraska,
    whose activities were overseen by the Synod, a regional
    governing body within the ELCA. The Synod oversees 200-
    plus Lutheran congregations in Nebraska that together with
    the other regional synods across the nation, make up the
    national ELCA.
    Although incorporating under state law was not a require-
    ment of the ELCA, Pella was organized as a corporation
    under Nebraska law and was governed in part by its articles
    of incorporation. As a member of the Synod and the ELCA,
    Pella was also subject to, and governed by, the ELCA’s model
    constitution in addition to its own local constitution. Whenever
    required provisions are updated or added to the model constitu-
    tion by the ELCA, those provisions are automatically deemed
    to be implemented as part of all local constitutions in effect,
    even where local constitutions do not make any changes. The
    model constitution in effect at the time Pella dissolved indi-
    cated that Pella’s affiliation with the ELCA could be terminated
    if the congregation took action to dissolve, ceased to exist, was
    removed from membership in the ELCA according to internal
    discipline procedures, or followed internal procedures other-
    wise set forth in the model constitution. If the congregation
    ceased to exist, title to any undisposed property would pass to
    the Synod.
    In 2012, the Synod assigned the Reverend Juliet Focken to
    assist Pella in its search for a part-time minister after it had
    become clear that Pella could not support a full-time minis-
    ter. In 2013 and 2014, Focken held numerous meetings with
    Pella’s council members to suggest and work through their
    options moving forward. Some of these options included the
    continued use of a part-time minister, the merger with another
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    IN RE MARGARET L. MATTHEWS REVOCABLE TRUST
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    congregation of the Synod, or dissolution. As a result of wan-
    ing membership and other financial and pastoral concerns,
    Pella ultimately made the decision to dissolve and cease wor-
    ship services. The Synod again assigned Focken to oversee and
    assist Pella in this process, and it provided guidance to Pella
    regarding specific steps for dissolution.
    Members of Pella were provided notice of a dissolution
    meeting; however, the notice did not feature a dissolution plan
    and did not indicate who received copies of this notice. At the
    meeting, no record was made to show that the requisite number
    of voting members were in attendance, nor that the requisite
    number of members voted in favor of dissolution. Matthews
    herself did not receive such notice, but Pella’s then-pastor
    testified that Matthews did not receive a letter because of her
    mental state and that Matthews would not have understood its
    contents even if she had received a copy.
    As part of the dissolution process, Pella evaluated its real
    and personal property and Focken compiled a list of Pella’s
    assets, which were transferred to fellow congregations or given
    away to church members. In March 2014, nearly 4 years prior
    to Matthews’ death, Pella held its last worship service. Any
    property or assets that remained at that time were transferred to
    the Synod through warranty deeds, including Pella’s building.
    Focken then transferred Pella’s members to other congrega-
    tions; some members voluntarily transferred, and others, such
    as Matthews, were administratively transferred to a receiving
    congregation at Augustana Lutheran Church (Augustana) in
    Omaha. The remaining assets that had been transferred to the
    Synod were sold or disposed of shortly thereafter, including
    transfers of property to other congregations across Nebraska.
    Pella’s building was sold that same month.
    Brian Maas, the bishop and administrative leader of the
    Synod, testified to the hallmarks that indicate the existence of
    a congregation: It gathers regularly for worship, is served by
    a ministry leader, has an active identification number within
    the ELCA, and is recognized by the Synod and internally as
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    IN RE MARGARET L. MATTHEWS REVOCABLE TRUST
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    a congregation. According to Maas, even if there was never a
    formal vote to dissolve Pella, the fact that Pella lacked all of
    the hallmarks of a congregation meant that “within the eyes”
    of the Synod Pella had “ceased to exist.” Maas also testified
    that after Pella closed, all of the usual hallmarks of a closure
    had occurred. The Synod had given notification to its council;
    distributed assets (including the church building, the parson-
    age, and some financial accounts); and archived all the records
    it had for Pella.
    Maas discussed the nature of individual churches which
    were also corporate entities. Maas stated that a congregation’s
    existence as a church was not contingent or dependent upon
    the entity’s corporate structure and that there are congregations
    within the Synod which are not formally incorporated. The
    Synod does not formally require congregations to dissolve with
    the Secretary of State’s office. A congregation which lacked
    the requisite hallmarks would be deemed to no longer exist
    regardless of whether it was still incorporated under the laws
    of its home state, and, alternatively, congregations which had
    all the hallmarks of existence would be deemed to exist even
    if that congregation was not incorporated under the laws of its
    home state.
    The VNA vice president of development and communica-
    tions, along with a Salvation Army major, who was also a
    minister and divisional secretary of business for the Salvation
    Army’s division located in Iowa, Nebraska, and South Dakota,
    both testified for appellees. The VNA vice president detailed
    the long-term relationship between the VNA and Matthews,
    including that the VNA had cared for Matthews’ husband in
    its hospice services and that a number of its hospice nurses
    had established close personal relationships with Matthews
    that lasted long after care for her husband had ceased. The
    Salvation Army major detailed a similar relationship between
    Matthews and the Salvation Army. According to the major,
    Matthews provided the Salvation Army with over 70 gifts
    during her lifetime, amounting to over $125,000 in support
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    IN RE MARGARET L. MATTHEWS REVOCABLE TRUST
    Cite as 
    312 Neb. 381
    for its charitable mission. Matthews was often in attendance
    at special events hosted by the Salvation Army, and some
    of its employees developed close personal relationships with
    Matthews that included visits to Matthews’ home on a regular
    basis to watch movies and spend time with Matthews.
    After considering the evidence, the county court concluded
    that the Synod failed to prove that it was Pella’s charitable
    successor and assign, as such terms were used in the trust.
    The county court found that (1) Pella had failed to properly
    dissolve according to the Nebraska Nonprofit Corporation
    Act (NNCA) and its own internal governance documents, (2)
    Pella did not establish any separate foundation or charitable
    entity to remain associated with the ELCA following dissolu-
    tion, (3) the Synod did not support the charitable functions
    of Pella in the same manner as Pella had prior to its dissolu-
    tion, and (4) Matthews had not intended to make a distribu-
    tion to the Synod. Accordingly, the county court denied the
    Synod’s complaint in intervention and ordered that Pella’s
    share of the trust be distributed to appellees pro rata pursu-
    ant to the alternative distribution provisions of the trust. The
    Synod appealed.
    II. ASSIGNMENTS OF ERROR
    The Synod assigns that the county court erred in (1) con-
    cluding that the Synod was not an appropriate successor to
    Pella, (2) concluding that the Synod was not entitled to receipt
    of Pella’s share of Matthews’ assets and that such assets should
    not have been distributed to the Synod, (3) finding that Pella
    failed to follow its own requirements for dissolution, (4) mak-
    ing a resolution of a doctrinal dispute, and (5) failing to prop-
    erly follow the religious associations statutes.
    III. STANDARD OF REVIEW
    We begin by clarifying our standard of review. Beginning
    in 1982 with In re Zoellner Trust, 1 this court stated that all
    1
    In re Zoellner Trust, 
    212 Neb. 674
    , 678, 
    325 N.W.2d 138
    , 141 (1982).
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    IN RE MARGARET L. MATTHEWS REVOCABLE TRUST
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    “[a]ppeals involving the administration of a trust are equity
    matters and are reviewable in this court de novo on the record.”
    A de novo on the record standard was thereafter applied to most
    appeals involving trust administration issues. However, an
    error on the record standard has also been utilized in a smaller
    number of appeals regarding trust administration issues. We
    recognized both standards of review in In re R.B. Plummer
    Memorial Loan Fund Trust 2 and focused on the specific issues
    presented to determine whether de novo review applied.
    [1] In In re Margaret Mastny Revocable Trust, 3 we con-
    cluded that this issue-specific approach was preferable and
    more consistent with our standard for appellate review under
    the Nebraska Probate Code. Accordingly, we held that “absent
    an equity question, an appellate court reviews trust administra-
    tion matters for error appearing on the record; but where an
    equity question is presented, appellate review of that issue is
    de novo on the record.” 4
    [2] Pursuant to these holdings, whether this court reviews
    the issues de novo on the record or for error on the record
    requires examination of the issue underlying the claim. While
    this case began as a declaratory judgment action, similar to a
    trust administration issue, we have held that whether an action
    for declaratory judgment is to be treated as one at law or one
    in equity is to be determined by the nature of the dispute. 5 The
    test is whether, in the absence of the prayer for declaratory
    judgment, the issues presented should properly be disposed of
    in an equitable action, as opposed to a legal action. 6
    2
    In re R.B. Plummer Memorial Loan Fund Trust, 
    266 Neb. 1
    , 
    661 N.W.2d 307
     (2003).
    3
    In re Margaret Mastny Revocable Trust, 
    281 Neb. 188
    , 
    794 N.W.2d 700
    (2011).
    4
    
    Id. at 198
    , 794 N.W.2d at 710.
    5
    See Homestead Estates Homeowners Assn. v. Jones, 
    278 Neb. 149
    , 
    768 N.W.2d 436
     (2009).
    6
    Boyles v. Hausmann, 
    246 Neb. 181
    , 
    517 N.W.2d 610
     (1994).
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    IN RE MARGARET L. MATTHEWS REVOCABLE TRUST
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    312 Neb. 381
    Utilizing that test in the present case, the issues resemble
    injunctive relief, an equitable remedy. The purpose of an
    injunction is to restrain actions that have not yet been taken. 7
    Similarly, the Synod has requested, through its complaint in
    intervention and answer to Wells Fargo’s petition, that the
    court find the Synod to be Pella’s charitable successor and
    assign, and the Synod asks the court to order Wells Fargo to
    either do or refrain from doing a specified act, i.e., to distrib-
    ute Pella’s share to the Synod rather than to the other named
    beneficiaries.
    [3] Accordingly, we review this case de novo on the record. 8
    In a review de novo on the record, an appellate court reap-
    praises the evidence as presented by the record and reaches its
    own independent conclusions concerning the matters at issue. 9
    However, the court may give weight to the fact that the trial
    court heard and observed the witnesses and their manner of
    testifying, and accepted one version of the facts rather than
    the other. 10
    IV. ANALYSIS
    1. Jurisdiction
    [4] Before reaching the legal issues presented for review, it
    is our duty to determine whether we have jurisdiction to decide
    them. 11 This case presents multiple jurisdictional questions, so
    we find it necessary to exercise that duty here.
    (a) Subject Matter Jurisdiction
    of County Court
    [5] Where a lower court lacks subject matter jurisdiction
    to adjudicate the merits of a claim, issue, or question, an
    7
    Stewart v. Heineman, 
    296 Neb. 262
    , 
    892 N.W.2d 542
     (2017).
    8
    See In re Margaret Mastny Revocable Trust, supra note 3.
    9
    Id.
    10
    Siedlik v. Nissen, 
    303 Neb. 784
    , 
    931 N.W.2d 439
     (2019).
    11
    Green v. Seiffert, 
    304 Neb. 212
    , 
    933 N.W.2d 590
     (2019).
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    appellate court also lacks the power to determine the merits
    of the claim, issue, or question presented to the lower court. 12
    Thus, we begin with a review of the county court’s jurisdiction
    in this matter.
    According to 
    Neb. Rev. Stat. § 30-3814
    (a) (Reissue 2016),
    to the full extent permitted by the Nebraska Constitution, the
    county court has jurisdiction over all subject matter relating to
    trusts. 
    Neb. Rev. Stat. § 30-3819
     (Reissue 2016) states that by
    registering a trust or accepting the trusteeship of a trust, the
    trustee submits to the jurisdiction of the court of registration
    in any proceeding under 
    Neb. Rev. Stat. § 30-3812
     (Reissue
    2016). Section 30-3812(c) specifically states that a judicial
    proceeding involving a trust may relate to any matter involving
    the trust’s administration, including a request for instructions
    and an action to declare rights.
    [6,7] We have said that Nebraska’s declaratory judgment
    statutes allow trustees and persons interested in the admin-
    istration of a trust to seek a declaration regarding any ques-
    tion arising in the administration of a trust. 13 A trustee or
    beneficiary may apply to an appropriate court for instruc-
    tions regarding the administration or distribution of the trust
    if there is reasonable doubt about the powers or duties of
    the trusteeship or about the proper interpretation of the trust
    provisions. 14
    Wells Fargo requested that the county court declare that
    Pella did not exist, declare that Pella was not a beneficiary,
    and order Wells Fargo to distribute the trust’s assets to the
    Salvation Army and to the VNA. Wells Fargo also requested
    that the county court find that such actions would not vio-
    late Wells Fargo’s duties as trustee and to find that the trust
    shall terminate upon payment of expenses, taxes, and dis-
    tribution of remaining trust assets. Essentially, Wells Fargo
    12
    See In re Estate of Evertson, 
    295 Neb. 301
    , 
    889 N.W.2d 73
     (2016).
    13
    In re Trust Created by Hansen, 
    274 Neb. 199
    , 
    739 N.W.2d 170
     (2007).
    14
    
    Id.
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    requested that the county court instruct it, as trustee, on its
    duties and powers related to payment of charitable bequests
    within Matthews’ trust. This action is thus authorized pursu-
    ant to §§ 30-3812(c), 30-3814(a), and 30-3819, as well as
    the Nebraska Uniform Declaratory Judgments Act, 15 and the
    county court had jurisdiction to adjudicate Wells Fargo’s peti-
    tion for declaratory judgment.
    (b) Appellate Jurisdiction
    [8,9] For an appellate court to acquire jurisdiction of an
    appeal, there must be a final judgment or final order entered by
    the tribunal from which the appeal is taken. 16 To be final, an
    order must dispose of the whole merits of the case. When no
    further action of the court is required to dispose of a pending
    cause, the order is final. 17
    In this case, Wells Fargo registered the Matthews trust and
    filed a petition with the court seeking a declaratory judgment
    regarding distribution of trust funds. Wells Fargo requested
    that the county court declare that Pella either did not exist or
    was not a charity at the time of Matthews’ death, declare that
    Pella was not entitled to a share of trust assets, and order Wells
    Fargo to distribute the trust’s assets to the Salvation Army and
    to the VNA.
    After hearing from Wells Fargo and from the Synod, the
    county court entered an order denying the Synod’s com-
    plaint in intervention. It held that pursuant to the terms of
    the trust, “Pella[’s] share of the Trust shall be distributed pro
    rata to the Salvation Army and [the VNA].” The order also
    stated that any additional motions or matters pending that
    were not decided in accordance with the order were denied
    as moot. This order disposed of the whole merits of the case
    by granting the relief sought by Wells Fargo in its petition
    15
    
    Neb. Rev. Stat. § 25-21
    ,149 et seq. (Reissue 2016).
    16
    In re Estate of Severson, 
    310 Neb. 982
    , 
    970 N.W.2d 94
     (2022).
    17
    Olsen v. Olsen, 
    248 Neb. 393
    , 
    534 N.W.2d 762
     (1995).
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    for declaratory judgment. Pursuant to this order, Wells Fargo
    would have the authority to disburse funds to the Salvation
    Army and to the VNA, and there were no remaining issues
    which would require further action by the court. Accordingly,
    this was a final, appealable order.
    (c) Notice to Augustana
    In its petition for declaratory judgment, Wells Fargo named
    the three charitable beneficiaries listed in the trust—the
    Salvation Army, the VNA, and Pella—but did not name either
    the Synod or Augustana. The record indicates that the Synod
    and Augustana each obtained property, assets, or congregation
    members from Pella when it dissolved, and this raises a ques-
    tion of whether either entity is a necessary party to this action.
    While the Synod intervened in the matter, Augustana did not
    intervene and took no action in this case. Thus, we must con-
    sider whether Augustana’s absence deprived the county court,
    and this court, of jurisdiction over this matter.
    [10] When declaratory relief is sought, we have said that it
    is a statutory requirement that all persons shall be made par-
    ties who have or claim any interest which would be affected
    by the declaration, and no declaration shall prejudice the
    rights of persons not parties to the proceeding. 18 However, the
    declaratory relief sought by Wells Fargo in this case relates to
    its duties as trustee, and thus, in addition to our rules regard-
    ing declaratory judgments, it also implicates the Nebraska
    Uniform Trust Code.
    By registering a trust, the trustee submits personally to
    the jurisdiction of the court of registration in any proceeding
    under § 30-3812 relating to the trust while the trust remains
    registered, and to the extent of their interests in the trust, all
    beneficiaries of a trust properly registered in this state are
    subject to the jurisdiction of the court of registration for the
    purposes of proceedings under § 30-3812, provided notice is
    18
    SID No. 2 of Knox Cty. v. Fischer, 
    308 Neb. 791
    , 
    957 N.W.2d 154
     (2021).
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    given pursuant to 
    Neb. Rev. Stat. § 30-2220
     (Reissue 2016). 19
    Section 30-2220(a)(2) states that notice by publication can be
    accomplished by publishing at least once a week for three con-
    secutive weeks a copy thereof in a legal newspaper having gen-
    eral circulation in the county where the hearing is to be held,
    the last publication of which is to be at least 3 days before the
    time set for the hearing.
    After Matthews’ death in January 2018, Wells Fargo regis-
    tered Matthews’ trust with the Douglas County Court on July
    16. In September, Wells Fargo filed a petition for declara-
    tory judgment regarding the distribution of a trust under the
    Nebraska Uniform Trust Code and the Nebraska Uniform
    Declaratory Judgments Act. 20 The county court set a hearing
    date for November 5. A notice of the hearing was forwarded
    by the court registrar to The Daily Record, a legal news­paper,
    with instructions for publication of the notice as required
    by statute. 21
    Wells Fargo thereafter filed an affidavit of mailing in accord­
    ance with statute, 22 affirming to the court that notice of the
    proceeding was first published in Douglas County, Nebraska,
    and that on September 20, 2018, Wells Fargo sent copies of
    the notice of hearing and petition for declaratory judgment
    by certified mail to 26 parties. Of the 26 notices mailed, 12
    were directed to the registered agent and former directors
    of Pella, 2 were directed to the Salvation Army’s registered
    agent and legal department, 1 was directed to the Nebraska
    Attorney General, and 11 were directed to the registered
    agent and directors of Augustana. As a result of this notice,
    the Synod sought, and was allowed, to intervene in the action
    and align as a defendant. A copy of the Synod’s complaint in
    19
    See § 30-3819(a) and (b).
    20
    See §§ 30-3812(c), 30-3814(a), 30-3819, and 25-21,149 et seq.
    21
    § 30-2220(a)(2).
    22
    § 30-2220(c) (“[p]roof of the giving of notice shall be made on or before
    the hearing and filed in the proceeding”).
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    intervention was mailed to all interested parties, including at
    least 11 directors of Augustana. Hence, we find that Augustana
    was properly notified of these proceedings.
    [11,12] We have said that “[t]he act of registering a trust
    gives the county court jurisdiction over the interests of all
    notified beneficiaries to decide issues related to any matter
    involving the trust’s administration, including a request for
    instructions or an action to declare rights.” 23 The term “ben-
    eficiary” includes persons with a present or future beneficial
    interest in a trust, vested or contingent. 24 We have also held
    that Nebraska’s declaratory judgment statutes allow trustees
    and persons interested in the administration of a trust to seek
    a declaration regarding any question arising in the administra-
    tion of a trust, including a request for the court to instruct the
    trustee of its duties and powers. 25
    In this action, the county court had jurisdiction to make a
    declaration of rights of the beneficiaries of the trust and to
    accordingly instruct Wells Fargo as to the distribution of trust
    property. Because Augustana was properly notified of the trust
    proceedings, Augustana’s absence did not deprive the county
    court of jurisdiction and the county court’s judgment in the
    matter is binding on Augustana to the extent of its interests
    in the trust. Consequently, this court has jurisdiction over this
    claim. We turn now to the merits of the Synod’s claim.
    2. Doctrinal Issues
    The Synod assigns that the county court erred in making a
    resolution of a doctrinal dispute, an issue which underlies each
    of the Synod’s arguments. The Synod argues that the deter-
    mination of whether Pella had ceased to exist is a doctrinal
    matter, which can only be made by the Synod, and that such
    23
    In re Trust Created by Hansen, 
    supra note 13
    , 
    274 Neb. at 206-07
    , 
    739 N.W.2d at 177
     (emphasis supplied).
    24
    In re Trust Created by Hansen, 
    supra note 13
    .
    25
    
    Id.
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    determination cannot be adjudicated by the court using neutral
    principles of law.
    The Synod misunderstands this court’s use of neutral prin-
    ciples of law to adjudicate disputes involving religious enti-
    ties. We have applied the NNCA 26 to assess church closings
    and property transfers to affiliate churches and have applied
    a neutral principles of law approach to adjudicate disputes
    where religious organizations disagree with one another as to
    the state of the law or resolution of their dispute.
    For example, in Glad Tidings v. Nebraska Dist. Council, 27
    this court applied the NNCA to adjudicate an intrachurch
    dispute regarding property held by each entity. In Glad
    Tidings, a local church wanted to dissolve and a larger
    affiliate church ordered that certain property belonging to
    the local church must be transferred to the larger affiliate.
    The local church sought a declaration that the board of direc-
    tors had exceeded its authority in transferring such property
    to the larger affiliate. We applied the NNCA and the Model
    Business Corporation Act to define the term “transaction”
    as it related to the dispute and concluded that no transaction
    had occurred between the local and larger church entities.
    We did not overstep the authority of each church entity to
    decide its own outcomes in regard to doctrinal matters, but
    instead looked to the rules governing corporations to resolve
    a nondoctrinal question between the entities concerning the
    property dispute.
    And in Aldrich v. Nelson, 28 this court found that the dis-
    trict court had jurisdiction to adjudicate the dispute, even
    where the issue presented was an internal church dissolu-
    tion dispute between a local Lutheran church and the larger
    26
    See 
    Neb. Rev. Stat. §§ 21-1901
     to 21-19,177 (Reissue 2012 & Cum. Supp.
    2020).
    27
    Glad Tidings v. Nebraska Dist. Council, 
    273 Neb. 960
    , 
    734 N.W.2d 731
    (2007).
    28
    Aldrich v. Nelson, 
    290 Neb. 167
    , 
    859 N.W.2d 537
     (2015).
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    affiliated synod. We stated the court was allowed to apply neu-
    tral principles, defined as “‘secular legal rules whose applica-
    tion to religious parties or disputes [do] not entail theological
    or religious evaluations,’” in order to determine the outcome
    of the issue from a secular, not religious, perspective. 29 Here,
    the same is true: The county court was not tasked with deter-
    mining the doctrinal question of whether Pella existed with
    such hallmarks that it qualified as a congregation within the
    ELCA and was subject to the control of the Synod. Instead,
    the county court was tasked with analyzing whether Pella’s
    methods of dissolution had an impact on whether the Synod
    was Pella’s charitable successor and assign and thus entitled to
    Pella’s portion of trust property.
    The Synod agrees that Pella did not exist at the time of
    Matthews’ death. The parties disagree as to whether Pella had
    a charitable successor and assign for purposes of the trust. In
    order to interpret the meaning of the phrase “charitable suc-
    cessors and assigns,” the county court looked to the NNCA to
    assess whether Pella, as a nonprofit corporation incorporated
    in the State of Nebraska, had dissolved in a manner consistent
    with State law such that the specific charitable activities of
    Pella would be supported by the Synod moving forward, mak-
    ing the Synod a charitable successor and assign of Pella. The
    county court did not make a resolution of a doctrinal dispute
    in determining the issues of this case. This assignment of error
    is without merit.
    3. Religious Associations Statutes
    After arguing that this issue is a doctrinal matter, the Synod
    next argues that the county court erred in analyzing the issues
    under the NNCA, asserting that such statutes do not control
    the issue of Pella’s existence. The Synod argues that the
    county court should have looked to the statutes concerning
    29
    Id. at 170, 859 N.W.2d at 540.
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    religious associations and the vesting of property in religious
    entities which have ceased to exist. 30
    Contrary to the Synod’s position on this matter, these stat-
    utes merely establish a method for church entities to obtain
    good title for real and personal property owned by a church
    which is abandoned or which ceased to exist. 31 These statutes
    might have been applicable if Pella had dissolved without first
    transferring its real and personal property to the Synod. But
    here, Pella ensured that the Synod was able to obtain good
    title and executed warranty deeds for its property to the Synod.
    The religious association statutes do not resolve the issue of
    whether the Synod was a charitable successor and assign of
    Pella such that it is entitled to Pella’s share of the trust. This
    assignment of error is without merit.
    4. Pella’s Dissolution
    Next, the Synod argues that the county court erred in finding
    that Pella failed to follow its own requirements for dissolu-
    tion. Pella, as a religious nonprofit corporation incorporated
    under the laws of Nebraska, was subject to the NNCA. Under
    the NNCA, steps for corporate dissolution are set forth at
    § 21-19,130. The record indicates that Pella sent notice regard-
    ing a special meeting to vote on dissolution, but that no record
    was made as to which members received notice, which mem-
    bers were present at the meeting, or how many members voted.
    This evidence is therefore insufficient to prove that Pella com-
    plied with the two-thirds or majority vote provisions required
    by the NNCA for dissolution.
    The evidence is also insufficient to prove that Pella com-
    plied with its own internal requirements for dissolution.
    According to the ELCA’s model constitution, a congregation’s
    affiliation with the ELCA can be terminated if the congrega-
    tion takes action to dissolve, ceases to exist, is removed from
    30
    See 
    Neb. Rev. Stat. §§ 21-2801
     to 21-2803 (Reissue 2012).
    31
    See § 21-2801(3).
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    membership, or follows the procedures laid out at “*C6.05.”
    for termination, which include a resolution indicating intent
    to terminate, 30 days’ notice of the meeting to the bishop of
    the Synod, and a special meeting and two-thirds vote of vot-
    ing members present, among other provisions. These provi-
    sions within the model constitution are required provisions
    and were binding on Pella even in the absence of a change
    to Pella’s local constitution. But again, the record does not
    contain evidence that Pella gave the required notice, that the
    notice was received by the correct parties, or how many mem-
    bers attended the special meeting or voted in favor of dissolu-
    tion. Testimony from both Maas and Focken also showed that
    Pella’s council and leadership members had received a copy of
    the ELCA’s suggested steps for dissolution, but that Pella did
    not follow them.
    In dissolving its congregation, Pella did not follow the steps
    for dissolution set forth in the NNCA or the steps set forth in
    Pella’s own constitution and bylaws, nor did Pella follow the
    ELCA’s suggested steps for dissolution. Pella thus failed to fol-
    low its own requirements for dissolution, and this assignment
    of error is without merit.
    5. Successors and Assigns
    Finally, the Synod assigns that the county court erred in
    concluding that the Synod was not “an appropriate successor”
    to Pella and that as such, the Synod was not entitled to Pella’s
    share of the Trust.
    (a) Natural Versus Charitable Successors
    The Synod argues, in part, that the Synod was Pella’s natural
    successor or appropriate successor and asserts that any property
    held by Pella should thus become the property of the Synod.
    The trust stated that the bequest was for Pella, if in existence as
    a charity, or to Pella’s “charitable successors and assigns.” Use
    of the term “natural” in this context is inappropriate and does
    not resolve the issues raised by either party; hence, we limit
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    our analysis here to whether the Synod is a charitable successor
    and assign of Pella.
    (b) Plain Meaning of Successors and Assigns
    The term “successor” is defined as (1) “[s]omeone who suc-
    ceeds to the office, rights, responsibilities, or place of another;
    one who replaces or follows a predecessor”; or (2) a “cor-
    poration that, through amalgamation, consolidation, or other
    assumption of interests, is vested with the rights and duties
    of an earlier corporation.” 32 The term “assignee” is defined as
    “[s]omeone to whom property rights or powers are transferred
    by another.” 33 However, “[u]se of the term is so widespread
    that it is difficult to ascribe positive meaning to it with any
    specificity.” 34 Here, both parties have focused their arguments
    on whether the Synod was a successor to Pella.
    In concluding that the Synod was Pella’s successor per these
    plain definitions, the Synod compares this case to Crumbley v.
    Solomon, 35 wherein a local church entity known as Franklin
    Tabernacle attempted to withdraw from a larger church entity,
    the Holiness Baptist Association, by a majority vote of its
    members. The opposing members of Franklin Tabernacle and
    trustees of the Holiness Baptist Association sued the with-
    drawing members to establish a right of the association to
    control local church property. The Crumbley court held that
    the disputed property was being held in trust by Franklin
    Tabernacle for the benefit of the Holiness Baptist Association.
    For that reason, where the deed to property held by the local
    church used the phrase “successors and assigns,” it contem-
    plated that the association was such a successor.
    However, the Crumbley decision was based on application
    and interpretation of statutory framework that we do not share
    32
    Black’s Law Dictionary 1732 (11th ed. 2019).
    33
    Id. at 147.
    34
    Id.
    35
    Crumbley v. Solomon, 
    243 Ga. 343
    , 
    254 S.E.2d 330
     (1979).
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    with Georgia and was the result of a very different factual cir-
    cumstance wherein the two church entities were in disagree-
    ment with one another as to the rightful owner of the property.
    In Crumbley, the local church had vested rights in the disputed
    property; here, Pella merely had a contingent interest in the
    trust. The rules of the local church in Crumbley stated that
    all property would be held for the larger entity, regardless of
    the decisions of the local church to leave the larger entity at
    a later time. Here, Pella’s property would pass to the ELCA
    if the congregation was both dissolved and its property was
    undisposed, but Pella otherwise retained a right to deed its
    property to other Lutheran congregations or entities. Crumbley
    does not resolve the issues presented here.
    Next, the Synod compares this case to Larkin v. City of
    Burlington. 36 In Larkin, the city entered into a development
    agreement with Northshore concerning undeveloped property.
    A later dispute between the parties was settled pursuant to a
    consent judgment which allowed Northshore to apply for a
    permit seeking no more than 60 residential units on the site
    of the property and which was binding on the successors and
    assigns of Northshore. After Northshore went into foreclo-
    sure, the property was sold to the plaintiff landowner, who
    filed for a permit to develop the land pursuant to the consent
    judgment. The Vermont Supreme Court concluded that “[t]he
    boilerplate language ‘successors and assigns,’ when refer-
    ring to corporations, ordinarily applies only when another
    corporation, through legal succession, assumes the rights and
    obligations of the first corporation.” 37 The development agree-
    ment was not binding on the plaintiff landowner because he
    had not assumed the rights and obligations of Northshore
    in developing the premises and was not a continuation of
    Northshore’s corporate entity.
    36
    Larkin v. City of Burlington, 
    172 Vt. 566
    , 
    772 A.2d 553
     (2001).
    37
    
    Id. at 569
    , 
    772 A.2d at 557
    .
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    While both parties have focused their arguments here on
    whether the Synod has proved that it assumed any rights and
    obligations of Pella such that Larkin would control the dis-
    position of trust assets one way or another, both parties have
    incorrectly framed the issues presented by this case: When
    Matthews amended her trust, she made a bequest to Pella as
    a charitable organization and specifically allowed that the
    bequest could only be made to Pella, if it continued to exist
    as a charity, or to its charitable successors and assigns, if such
    successor organization was also a charity. The trust did not
    provide rights to a mere corporate successor, and the holdings
    in Larkin regarding corporate successors and assigns distracts
    from the real issue.
    Whether the Synod was Pella’s successor for purposes of
    corporate property ownership would answer the question of
    what to do with property owned by or vested in Pella. But
    resolution of that question does not answer what to do where
    a property interest has not yet vested in Pella, as is the case
    here. 38 In order to be entitled to Pella’s share of trust property
    under the terms of the trust, the Synod must prove that it is a
    charitable successor or assign of Pella.
    (c) Charitable Successor
    [13-15] The primary rule of construction for trusts is that a
    court must, if possible, ascertain the intention of the testator or
    creator. 39 A gift, donation, or bequest by name, without further
    restriction or limitation as to use, to a corporation organized
    and conducted solely for charitable purposes, will be deemed
    to have been made for the objects and purposes for which
    the corporation was organized, and not to the corporation
    38
    See In re Trust Created by Haberman, 
    24 Neb. App. 359
    , 
    886 N.W.2d 829
     (2016) (until testator’s death, beneficiary’s interest in trust property is
    merely contingent expectancy).
    39
    In re Wendland-Reiner Trust, 
    267 Neb. 696
    , 
    677 N.W.2d 117
     (2004).
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    itself. 40 The charitable intent of the donor is ascertained by
    reference to the charitable purposes of the donee. 41
    Membership in Pella was already waning at the time
    Matthews amended her trust to add the “charitable successors
    and assigns” language, apparently in an effort to avoid compli-
    cations if Pella ceased to exist either as an entity or as a charity
    prior to Matthews’ death. Through this amendment, Matthews
    established a clear intention to leave money not just to Pella,
    the Salvation Army, or the VNA as corporate entities, but as
    charities which undertook specific charitable purposes. Thus,
    in order to establish a right to Pella’s share of trust property,
    the Synod must prove that it can and will carry on the chari-
    table goals and purposes of Pella.
    According to the testimony of Maas, local congregations
    such as Pella are gathered to form their local worshiping
    community. The Synod, on the other hand, is a “district-like
    organization” that oversees as many as 233 congregations
    in Nebraska. According to Maas, members and staff of the
    Synod work to oversee congregations, taking care of paper-
    work, as well as other legal and administrative matters. Unlike
    the local congregations, the Synod typically holds services
    annually, not weekly. The Synod ultimately functions differ-
    ently than Pella and does not share the same specific purposes
    which were previously undertaken by Pella, a local congrega-
    tion of which Matthews was a member. Based on our de novo
    on the record review, we find that the Synod has not proved
    it was a charitable successor and assign of Pella. The Synod’s
    first assignment of error is without merit.
    Where the Synod has not proved that it is a charitable suc-
    cessor and assign to Pella, it is not entitled to a share of trust
    40
    In re Estate of Harrington, 
    151 Neb. 81
    , 
    36 N.W.2d 577
     (1949). Accord
    Root v. Morning View Cemetery Assn., 
    174 Neb. 438
    , 
    118 N.W.2d 633
    (1962).
    41
    Dept. of Mental Health v. McMaster, 
    372 S.C. 175
    , 
    642 S.E.2d 552
    (2007).
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    property; hence, the Synod’s second assignment of error is also
    without merit.
    V. CONCLUSION
    This court has jurisdiction to adjudicate the issues pre-
    sented. Resolution of the issues does not require this court to
    resolve any doctrinal matters, and the county court also did not
    make a resolution of any doctrinal matters. The county court
    did not err when it analyzed the issues using the NNCA, nor
    when it concluded that Pella failed to follow its own proce-
    dures for dissolution.
    Based upon a de novo on the record review of the issues
    presented, we find that the Synod did not prove it was a chari-
    table successor of Pella. The Synod’s assigned errors are with-
    out merit. Accordingly, we affirm the decision of the county
    court, which denied the Synod’s complaint in intervention
    and ordered distribution of Pella’s share of trust assets to the
    Salvation Army and the VNA, pro rata, pursuant to the terms
    of the trust.
    Affirmed.
    Miller-Lerman, J., not participating.