Key point 6-02.2. Churches are subject to the provisions of their governing documents, which generally include a charter and a constitution or bylaws (in some cases both). A charter is the state-approved articles of incorporation of an incorporated church. Most rules of internal church administration are contained in a constitution or bylaws. Specific and temporary matters often are addressed in resolutions. If a conflict develops among these documents, the order of priority generally is as follows—charter, constitution, bylaws, and resolutions.
Key point 6-06.2. Officers and directors must be legally authorized to act on behalf of their church. Legal authority can be express, implied, inherent, or apparent. In addition, a church can ratify the unauthorized actions of its officers or directors, but this is not required.
Key point 9-07. The First Amendment allows civil courts to resolve internal church disputes so long as they can do so without interpreting doctrine or polity.
A Michigan court ruled that the attempt by a pastor and some church members to eliminate the voting power of members was invalid because it was in violation of the church’s articles of incorporation, and the First Amendment did not prevent the plaintiffs from challenging the unlawful actions in court since no doctrinal considerations were implicated.
A church incorporated as a nonprofit religious corporation in 1968 by filing articles of incorporation with the state of Michigan.
Its constitution and bylaws, also drafted in 1968, specified that governance of the church would be vested in the church’s members, and that the church’s leadership would be charged with carrying out the will of the members.
The constitution and bylaws gave members of the church the right to elect who was to serve as the church’s pastor and who was to serve on the church’s governing board. These documents gave them the right to remove the pastor or members of the governing board as well, along with the right to amend or repeal the constitution or bylaws by a majority vote.
However, in 2011, the church amended its constitution and bylaws to give the governing board (now known as the board of elders) the power to choose a senior pastor who, in turn, can nominate members for election to the board of elders. The board then must approve the nominees by a majority vote.
Likewise, only the board can remove either the senior pastor or a member of the board. Lastly, only the board can amend or appeal the constitution or bylaws.
In 2019, the church’s constitution and bylaws were amended again to say that the church’s members had no voting power and that any membership vote would be advisory in nature.
Church members sue senior pastor, church
Several members (“plaintiffs”) sued in early 2020, alleging the senior pastor and church (“defendants”) adopted the 2019 amendments without the consent of the church’s members.
The plaintiffs asked the court to rule the church was organized on a “membership” basis, rather than a “directorship” basis, under the Michigan Nonprofit Corporation Act (MNCA) and that the 2019 amendments were invalid.
They also asked the trial court to order the church to adopt a new set of bylaws.
The defendants argued that, through the 2011 and 2019 amendments, the church had declared itself to be “directorship” based, and if the trial court were to declare otherwise, it would entangle itself in purely ecclesiastical questions. The defendants argued that the court should abstain from deciding this question under the “ecclesiastical abstention doctrine.”
The plaintiffs responded that the church was indisputably organized on a “membership” basis as made plain by the following provision from its corporate articles of incorporation with the state:
The doctrine, rules and discipline shall generally be based upon those of the [church] as modified and agreed upon, however, by the members of this church, and in no event shall the doctrine and business of this church be subject to or controlled by any higher church authority than the membership of this church.
Contending that the 2011 and 2019 amendments conflicted with the church’s membership-based structure, the plaintiffs argued that they were invalid. They alleged that not only did the 2011 and 2019 amendments conflict with the church’s membership-based structure, but the church’s members had never voted to approve them. So, the plaintiffs contended, 2011 and 2019 amendments were invalid for this reason as well.
The trial court ruled in favor of the plaintiffs.
The court concluded that applying the MNCA to resolve an issue involving corporate governance was not an ecclesiastical matter.
Next, interpreting the church’s articles of incorporation, the trial court concluded that the church was organized on a membership basis under the MNCA.
Accordingly, the church could not adopt bylaw provisions depriving members of their voting power, for such provisions would conflict with the church’s articles of incorporation.
The trial court entered a final order granting summary disposition in favor of the plaintiffs, declaring the 2011 and 2019 amendments null and void.
Defendants lose appeal
The defendants appealed, claiming that the civil courts were barred by the ecclesiastical abstention doctrine from resolving this internal church dispute.
The appeals court began its opinion by noting that the ecclesiastical abstention doctrine “arises from the Religion Clauses of the First Amendment of the United States Constitution.”
The purpose of the ecclesiastical abstention doctrine is “to ensure that, in adjudicating a particular case, a civil court does not infringe the religious freedoms and protections guaranteed under the First Amendment.”
And, when deciding whether the doctrine bars a particular claim against a religious entity, “what matters is whether the actual adjudication of a particular legal claim would require the resolution of ecclesiastical questions; if so, the court must abstain from resolving those questions itself, defer to the religious entity’s resolution of such questions, and adjudicate the claim accordingly.”
The court concluded:
Whether the Church was organized on a membership basis or a directorship basis was not an ecclesiastical question—it was a corporate law question. To answer this question, the trial court needed to look no further than the Church’s [articles of incorporation] and the MNCA. Resolving the parties’ dispute did not require the trial court to interpret any of the Church’s religious doctrine or to pass judgment on what it believed to be the form of corporate governance most in line with the Church’s discipline or values. It simply required the trial court to apply Michigan statutory law against the language of the [articles of incorporation]. … If there were any doubt, our Supreme Court has intimated that a question about a church’s corporate structure is not an ecclesiastical question. Borgman v. Bultema, 182 N.E. 91 (1921).
The Borgman case also concerned two groups within a church that disagreed about the church’s corporate governance structure. The defendants attempted to amend the church’s articles of association to change the church’s government structure from presbyterial to congregational.
In the Borgman case, the state Supreme Court “did not abstain from resolving whether the defendants’ attempted amendment was valid, but instead adopted the trial court’s conclusion that the church constitution called for a presbyterial form of government, and that the defendants’ attempted amendment was void since it conflicted with the church’s constitution.”
The appeals court continued: “In short, resolving whether the Church was organized on a membership or directorship basis did not require the trial court to entangle itself in any ecclesiastical or religious matter. The trial court therefore did not err by adjudicating plaintiffs’ claim.”
What this means for churches
Some churches have attempted to eliminate the members’ right to vote by amending the church’s governing documents. As this case illustrates, such actions are subject to challenge if not done in strict conformity with the church’s governing documents.
In this case, the defendants’ attempt to eliminate the voting power of members was invalid because it was in violation of the church’s articles of incorporation, and the First Amendment did not prevent the plaintiffs from challenging the unlawful actions in court since no doctrinal considerations were implicated.
Bogle v. Sewell, 2022 WL 1702365 (Mich. App. 2022).