• 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.

A Rhode Island court ruled that a church’s removal of its board of directors and election of a new board in violation of its bylaws could not be challenged because the membership “acquiesced” in these actions. In 1977, a church was organized and incorporated under the state nonprofit corporation law. A few weeks later, the church held a special meeting to elect a board of trustees, adopt bylaws, and select a bank for the deposit of church funds. By 1990, the church’s pastor was seriously ill, the church building was in disrepair, and membership had dwindled to three regular members. A new member joined the church, and contributed his time and labor in an effort to repair the building. In 1992, this member was ordained a pastor by a denominational officer who directed him to repair the church’s building and undertake other tasks necessary to revive the dying church. Even after admitting he did not want to be a pastor, the member strove to fulfill his duties. He held an open general meeting of church members to elect corporate officers. He paid the forfeiture fee to the secretary of state and filed “back certificates” to reinstate the corporate charter. He consolidated church bank accounts and added a second signature to the account, so that the signatures of two church officials were required to draw on the account.

As a result of the new pastor’s efforts, the church flourished, with membership swelling to 35 regular members and a Sunday school for children. Just when the church was experiencing this rebirth, two members became suspicious of the new pastor’s actions and contacted the secretary of state’s office. These members “elected” a new board, removed the old board, and deposed the pastor. They filed a lawsuit in which they asked a court for relief on several grounds including conversion of church funds, breach of trust, eviction, accounting, and unjust enrichment. The pastor and original board insisted that the church property remained with the original church board and members since they were never validly replaced. They also claimed that the dissident members were barred from contesting the authority of the pastor because of the church’s long acquiescence in his conduct.

Improperly appointed directors

A state appeals court noted that the church bylaws specified that “all officers shall be elected by the board of trustees” and shall hold office until their successors are elected and qualified. Furthermore, “all officers, agents and employees of the corporation shall be subject to removal at any time by the affirmative vote of a majority of the board of trustees.” The dissident members claimed that the original board members were not removed by a “majority vote of the board of trustees” as the bylaws required, but rather by a vote of the church membership. The court conceded that the church did not follow its bylaws in removing the original board, and therefore the new board were “de facto” directors, meaning that they were acting without legal authority. However, the court noted that members who “acquiesce” in the authority of de facto directors cannot later challenge their status. It concluded that this rule prevented the dissident members from challenging the status of the new board:

While it is true that the [new directors] were not elected officers in accordance with the bylaws, each was in actual possession of the office and acted as such under color of right …. Ordinarily, their de facto status would not preclude the corporation from contesting the validity of their actions. However, where the corporation has acquiesced in the de facto director’s authority, the corporation may be estopped to deny it. The facts in the instant case support no conclusion other than that the corporation did so acquiesce …. [The original directors] apparently abandoned the church for almost a decade. In their absence, the corporation ceased filing biennial reports with the secretary of state. Neither the board of directors nor the board of trustees held meetings to address this problem, or even to address the day-to-day business of the church. Similarly, the church facilities and church membership reflected the apparent apathy of the corporation toward its continued existence. When [the new pastor] worked to revive the church, his efforts were not acknowledged by former board members …. For three years, he served as pastor and director, holding an open general meting, reinstating the corporate charter, repairing the church building and settling the church’s finances. The corporation, through church members or original board members, never questioned his behavior. This conduct clearly evidences the corporation’s acquiescence in [his] actions. Accordingly, the corporation is now precluded from disputing [his] authority.

waiver

The dissident members also claimed that all meetings called by the pastor were illegal and invalid because they violated the notice requirements of the church’s bylaws. The dissidents argued that the essential parties were never notified, and notice was not written, and therefore all actions taken at these “unadvertised” meetings were void. The pastor conceded that, under his leadership, board meetings and annual meetings were not advertised according to the bylaws, but he argued that the church members waived their right to complain by acquiescing in this practice.

The court noted that the state nonprofit corporation law defined “bylaws” as “the code or codes of rules adopted for the regulation or management of the affairs of the corporation,” and further provided that the bylaws may contain any such rules “as long as they are not inconsistent with law or the articles of incorporation.” The bylaws of the church call for notice of the time and place of an annual meeting “not less than five (5) nor more than thirty (30) days prior to the date of the meeting, by mailing, postage prepaid, a copy of said notice to each member of the corporation, at his post office address as it appears on the records of the secretary.” Similarly, notice of time and place of the board of trustees meeting “shall be given, not less than three (3) nor more than ten (10) days prior to the day of such meeting, by personal services or by mailing, postage prepaid, a copy thereof to each trustee at his post office address as it appears on the records of the secretary.”

The court acknowledged that these notice provisions were not followed by the pastor and new board, but it did not agree with the dissidents that this invalidated the meetings in question:

Although they are intended to aid in managing the affairs of a corporation, bylaws may be waived by custom and usage, as where there has been a continued disregard of the bylaws by the parties for whose benefit they were enacted. Clearly, such is the case here. When the newly ordained pastor … returned from [his ordination ceremony] he scheduled an open meeting to elect corporate officers, and no one complained. He notified members at church services several weeks in advance of the meeting, and no one objected. When he continued to conduct the church’s affairs in accordance with national bylaws for the next three years, no one protested. Thus, by continuing to ignore the local bylaws, the trustees and members waived their right to complain of the loss of their benefits therefrom. Accordingly, the corporation, by long-established custom, waived the notice requirement of its bylaws.

Application. This case illustrates an important point-actions by a church’s membership in direct violation of the church bylaws, including the removal or election of a new board of directors, may be beyond legal challenge if the membership “waives” any objection by “acquiescing” in the improper action for a sufficient length of time. Church of God in Christ Jesus, Inc. v. Griffin, 1998 WL 895898 (R.I. Super. 1998). Church Business Meetings

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