Court Tosses Vote to Rehire Rabbi

Synagogue members did not follow bylaws in vote.

Church Law and Tax 1996-05-01

Church Business Meetings

Key point. Church business meetings that do not comply with the church’s bylaws may be ruled invalid by the civil courts.

Key point. Proxy voting generally is not permitted at church business meetings unless specifically authorized by the church’s articles of incorporation or bylaws.

A New York court ruled that a congregational meeting called by members of a synagogue to vote on the rehiring of a dismissed rabbi was not valid since it was not called according to the synagogue’s bylaws. The court also ruled that proxy voting would not be recognized. The synagogue’s membership was bitterly divided over the continued retention of their rabbi. The dispute was submitted to an arbitration panel which ruled that the synagogue’s board of trustees was authorized to discontinue the rabbi’s employment. In response to this ruling, a group of ten members called for a special meeting “concerning the tenure of our rabbi.” At this meeting, the membership voted to rehire the rabbi. Members of the congregation asked a civil court to determine the legality of this special meeting, and the vote that was taken. A court ruled that the meeting was legally invalid because it was not called in accordance with the synagogue’s bylaws. The bylaws permit any ten members to call for a special meeting, provided that at least five days notice of the meeting is given to members by the recording secretary. The court concluded that “[s]ince it is clear that the notice was not sent by the secretary of the synagogue, as required by the bylaws, to the members in good standing as of the date of mailing, I declare that the [special business meeting] was not validly held.”

The court also ruled that proxy voting was not permissible at business meetings of the synagogue since it was not authorized by the synagogue’s charter (articles of incorporation) or bylaws—even if the membership voted at a meeting to permit it. Proxy voting refers to the practice (common among for—profit corporations) of permitting shareholders who cannot attend corporate meetings to appoint a “proxy” to vote in their place. The court observed that unless specifically authorized by state nonprofit corporation law, or a church’s articles of incorporation or bylaws, “proxy voting by members of a religious corporation is not authorized.” As a result, proxy votes should not have been counted at the synagogue’s membership meetings. Holler v. Goldberg, 623 N.Y.S.2d 512 (Sup. 1995). [ Church Business Meetings]

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