Church Business Meetings

A Washington court ruled that a church’s election of new board members was legally invalid.

Church Law and Tax2004-07-01

Church business meetings

Key point 6-12.1. Church membership meetings must be conducted in accordance with the procedural requirements ordinarily specified in the church’s governing documents. The most common requirements pertain to notice, quorum, and voting.

Key point 6-12.4. Most courts refuse to intervene in church disputes concerning the validity of a membership meeting that was not conducted in accordance with the procedural requirements specified in the church’s governing documents. However, some courts are willing to intervene in such disputes if they can do so without inquiring into religious doctrine or polity.

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.
Church Business Meetings
Judicial Resolution of Church Disputes

* A Washington court ruled that a church’s election of new board members was legally invalid because the church failed to comply with state nonprofit corporation law in providing the members with notice of the meeting. A dispute arose in a local church over support of the pastor. A special membership meeting was convened, and a new board was elected. Some of the former board members filed a lawsuit challenging the legal validity of the election. They claimed that the notice of the meeting was deficient, a quorum was not present, nonmembers voted, and the elections were not held in the proper location. The former board members refused to recognize the new board, relinquish their responsibilities, or allow the new board members unrestricted access to church assets and property.

A state appeals court began its opinion by noting that the state nonprofit corporation law requires that notice of an annual or special meeting be delivered “not less than 10 or more than 50 days” before the date of the meeting. Since the notice of the church meeting had been given 7 days before the meeting, the election was invalid and the newly elected board members were not the duly elected board of directors of the church.

The court further concluded that the former board members who had been ousted in the invalid church election were not lawful board members. It pointed out that when the church was incorporated in 1999 its articles of incorporation did not list an initial board of directors; no election of board members was conducted prior to the disputed election; and, the church never adopted bylaws that addressed the selection of board members. State nonprofit corporation law specifies:

The board of directors of a corporation shall consist of one or more individuals. The number of directors shall be fixed by or in the manner provided in the articles of incorporation or the bylaws, except as to the number constituting the initial board of directors, which number shall be fixed by the articles of incorporation …. The names and addresses of the members of the first board of directors shall be stated in the articles of incorporation. Such persons shall hold office until the first annual election of directors or for such other period as may be specified in the articles of incorporation or the bylaws. Thereafter, directors shall be elected or appointed in the manner and for the terms provided in the articles of incorporation or the bylaws …. Each director shall hold office for the term for which the director is elected or appointed and until the director’s successor shall have been selected and qualified.

Based on this provision, the former board members who challenged the church election “could not have been appointed or elected directors.” Further, “the fact that they acted as such, filed an annual report with the Secretary of State stating that they were directors, or were allowed by the members to act out as directors, does not satisfy” the requirements of the nonprofit corporation law (quoted above). The court concluded, “If we cannot allow 7 rather than 10 days notice of an election, or allow an alternative meeting location to be set by agreement of the membership, we certainly cannot ignore the statute by recognizing directors where there has been no election at all.”

The court ordered a court-supervised election of board members, consistent with state nonprofit corporation law. It concluded that this order did not violate the first amendment guaranty of religious freedom since “the issues in this case are not ecclesiastical but rather concern property rights and nonprofit corporate law.”

Application. This case illustrates the importance of compliance with the procedural requirements of state nonprofit corporation law and a church’s own bylaws. Noncompliance with these requirements can lead to legally invalid acts. In this case, the church’s failure to comply with the notice requirement set forth in the state nonprofit corporation law rendered the election of new board members legally invalid. In addition, the church’s failure to comply with the state nonprofit corporation law in the selection of board members meant that the “acting” board members were not legally qualified. Kidisti Sellassie Orthodox Tewehado Eritrean Church v. Medlin, 2003 WL 22000635 (Wash. App. 2003).

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