• 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 6-12.5. Some courts will supervise church elections to ensure compliance with the procedural requirements specified in the church’s governing documents, if they can do so without inquiring into religious doctrine or polity.
* A Missouri court ruled that a church’s board of directors was not properly elected in accordance with the state nonprofit corporation law, and therefore had to be removed. A church was governed by a group of lay leaders for many years. Another group in the church conducted a membership meeting at which the prior leadership was removed and a new board of directors was elected. The ousted leaders challenged their removal, claiming that the membership meeting was void and therefore a board of directors could not have been elected. Both factions submitted the matter to a civil court for a ruling regarding who had the authority to govern the church and to possess and control its assets including historical records, financial records, bank books, membership rosters, bank accounts, gifts, donations, and other funds. The newly elected board members asked the court to validate their election and to prohibit the former leaders from exercising any control over the church. The court concluded that the purported election was null and void, and it reinstated the former leaders and vested them with authority for all legal, financial, and other matters. The court also dismissed the newly elected board.
A state appeals court began its opinion by noting that the church was incorporated under the state general nonprofit corporation law which provides, “If the corporation has members, all the directors, except the initial directors, shall be elected at the first annual meeting of members, and at each annual meeting thereafter, unless the articles or bylaws provide some other time or method of election.” The newly elected board members claimed that the membership meeting was a duly called special business meeting and that their elections were proper. The court disagreed. It pointed out that the nonprofit corporation law specifies that “a corporation with members shall hold a special meeting of members on call of its board or the person or persons authorized to do so by the articles or bylaws” and that “only those matters that are within the purpose or purposes described in the meeting notice … may be conducted at a special meeting of members.”
The court noted that the church meeting was not called by the church board (since it was not clear that the church had a board), and there was no reference in the church’s articles of incorporation or bylaws regarding who could call “special meetings.” Further, the notice for the meeting said nothing about the meeting’s purpose, and in particular made no mention of elections of board members. As a result, the meeting was not a “special meeting” because it was not called according to the procedures set out in the nonprofit corporation law, and therefore the election of the board members was invalid.
However, the court also ruled that the persons who functioned as “church leaders” prior to the church meeting were not a valid board of directors either. It noted that the state nonprofit corporation law specifies that “each corporation shall have a board of directors, which may also be called a board of trustees, a board of regents or a board of overseers.” The former leaders did not constitute a valid board of directors since they were never designated as a board of directors (or trustees, regents, or overseers), and there was no evidence that they had ever been elected as required by law. The court ordered the trial court to call a meeting of the church membership to elect a board in compliance with state law. First Missionary Baptist Church v. Rollins, 151 S.W.3d 846 (Mo. App. 2004).
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