• 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].”
The court noted that the church in this case was “hierarchical” in nature, and that the members had very limited authority to direct church affairs. It concluded:
an annual meeting as contemplated by [the nonprofit corporation law] would be totally inconsistent with the church’s fundamental religious freedom, as a hierarchical religious body, to determine its own governmental rules and regulations. Members have no legal right to wrest the governing of the church from [church officials] by obtaining court-ordered annual meetings conducted in accordance with [nonprofit corporation law].
The court noted that in 1976 the United States Supreme Court ruled that “religious freedom encompasses the power of religious bodies to decide for themselves, free from state interference, matters of church government as well as those of faith and doctrine.” It concluded that the trial court’s order compelling the church to hold annual meetings in accordance with the state nonprofit corporation law “constitutes an unconstitutional judicial interference in the government of the church.”
Application. This case illustrates an important point-incorporated churches are free to adopt bylaws addressing issues of internal administration, and these bylaws generally take precedence over conflicting provisions in state nonprofit corporation law. In other words, state nonprofit corporation law may be viewed in most cases as a “gap filler”-filling gaps in a church’s bylaws. For example, if an incorporated church’s bylaws do not address how vacancies on the board are to be filled, or do not define a quorum, the nonprofit corporation law will “fill the gaps.” First Born Church of the Living God, Inc. v. Hill, 481 S.E.2d 221 (Ga. 1997). [Corporat ions, Church Members, Church Business Meetings]
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