Key point 3-01. In general, clergy have the legal authority to do those things specifically authorized in their employment contract, in their church’s constitution or bylaws, or by specific delegation of authority from the church board or congregation.
Key point 6-06.01. Churches select their officers and directors in various ways. For example, it is common for members of a church board to be elected by the church’s membership, while officers are elected by the board. The civil courts generally refrain from resolving disputes involving the selection of church officers and directors on the ground that the First Amendment guaranty of religious freedom prevents them from becoming involved in ecclesiastical disputes.
A New York court ruled that a pastor lacked the authority under his church’s bylaws to appoint members of the board of trustees, meaning all transactions entered into by the board had to be rescinded.
This case involved a dispute as to who is in control of a church, (the “church”), a religious corporation. On March 1, 2021, the pastor of the church unilaterally appointed seven persons to the board of trustees of the church (“the new board of trustees”).
The new board of trustees elected a new pastor and voted to amend the church’s certificate of incorporation and bylaws to transfer all of the church’s property to another religious corporation.
Original board seeks injunction
The original board of trustees (the “plaintiffs”) sought a preliminary injunction noting that under the bylaws that controlled the affairs of the church on March 21, 2021, the pastor lacked authority to unilaterally appoint the new board of trustees and that their appointments were therefore nullities (void). The plaintiffs further claimed that all the actions taken by the new board of trustees following their appointment were also nullities.
The church’s bylaws at the time the pastor appointed the new board of trustees controlled the affairs of the church. Article IV of the 1990 bylaws stated, in relevant part:
The trustees, other than the first Board of Trustees, and except as provided in any Article of these By-laws, shall be elected at the annual meeting of the voting members, and each trustee elected shall serve until the next succeeding annual meeting and until his successors shall have been elected and qualified. The board of Trustees shall be authorized to increase their number by unanimous consent.
Court: The plaintiffs “will likely prevail on their claim”
The court noted that the plaintiffs “correctly contend that there are no provisions in the . . . By-Laws which permitted the [pastor] to act unilaterally in appointing the New Board of Trustees on March 1, 2021,” and so his appointments “were therefore nullities and all the actions taken by the New Board of Trustees subsequent to March 1, 2021 were also nullities.” The court concluded:
Here, the plaintiffs established their right to a preliminary injunction. The plaintiffs demonstrated that they will likely prevail on their claim that the [pastor] acted without authority when he appointed the New Board of Trustees and that until [the church] holds another election for the purpose of electing new trustees, those persons who were Trustees prior to March 1, 2021 should remain in control of [the church].
The court made several orders, including:
- The board of trustees shall consist of those trustees in office as of the date of the business meeting on March 1, 2021, and they “shall have all the authority set forth in the 1990 By-Laws to act on behalf of” the church;
- The deed purporting to convey the church’s property to another religious organization is rescinded;
- The new board of trustees “are enjoined from conducting and/or engaging in any business on behalf of” the church as the board of trustees of the church;
- Any changes and corporate amendments made by the new board of trustees are hereby vacated;
- The former board of trustees are directed to turn over all documents, papers, and effects in their possession which belong to the church to the lawful board of directors;
- The former board of trustees are directed to restore the original locks to the church and/or provide keys to the locks at the church to the lawful board of trustees;
- The former board of trustees are restrained from “bringing in, appointing and/or hiring any pastor, reverend or spiritual advisor to preside over” the church; and
- The former board of trustees are enjoined from denying any member or trustee of the church entry to the church.
What this means for churches
This case demonstrates the fundamental principle that a minister cannot unilaterally appoint members of a church’s governing board in a manner that conflicts with the church’s bylaws or other governing documents.
And, if this principle is violated, the church may be required to rescind any and all legal obligations entered into by the purported board members following their unauthorized appointment. This obviously can lead to havoc, which is good reason for churches to be sure that contracts and other commitments are executed by persons having legal authority to do so.
Southern Baptist Church, Inc. v. Samuel, 2021 N.Y. Misc. LEXIS 6234 (2021)