• Key point. State nonprofit corporation law ordinarily does not override provisions in an incorporated church's bylaws.
The Georgia Supreme Court ruled that a provision in the state nonprofit corporation law mandating annual membership meetings did not take priority over a provision in a church's bylaws calling for membership meetings once every four years. The members of a church filed a lawsuit in civil court seeking to compel their church to conduct an annual membership meeting. The members relied upon a provision in the state nonprofit corporation law specifying that a nonprofit corporation "shall hold a meeting of members annually at a time stated in or fixed in accordance with the bylaws." The church's bylaws call for a membership meeting once every four years. A trial court ruled in favor of the members, and ordered the church to hold annual membership meetings. The church appealed, and the state supreme court ruled that state nonprofit corporation law did not override the church's own bylaws and therefore the church was required to conduct meetings only once every four years. The court observed that the state nonprofit corporation law itself specifies that if any of its provisions is inconsistent with religious doctrine governing a nonprofit corporation's affairs on the same subject "the religious doctrine shall control to the extent required by the Constitution of the United States or the Constitution of this state or both." As a result, the issue "is whether the frequency with which the church's membership meets is a matter of religious doctrine having constitutional precedence over inconsistent statutory provisions of [the nonprofit corporation law]."