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.
A New York court ruled that a specially called church business meeting was invalid because notice of the meeting failed to state the purpose. A pastor (the "plaintiff") entered into an employment contract with a church. The contract provided that if the plaintiff's employment was to be terminated, "an announcement is to be made two weeks in advance, one each week before the called business meeting. Two thirds of the members present must vote for removal of the pastor."
Five years later the church convened a special business meeting at which more than two-thirds of the members present at the meeting voted to terminate the plaintiff's employment as pastor, allegedly because of financial improprieties. The meeting was conducted on April 15, 2008, and the church provided notice to the congregation on April 6 and April 13. However, neither notice stated that the pastor's employment would be considered.
The plaintiff sued the church to recover damages for breach of contract and defamation against the church, alleging that the church business meeting was invalid due to the church's failure to provide notice 14 days in advance of the meeting, and the failure of the notices to specify the purpose of the meeting. The plaintiff also insisted that he had not committed any financial improprieties.
A trial court granted the plaintiff's motion for summary judgment, meaning that it believed that the plaintiff's position was so strong that there was no need to conduct a trial. A state appeals court agreed:
Here, the pertinent clause of the subject employment contract unambiguously required the church to announce the termination vote "two weeks in advance of the meeting." As a matter of law, such language unambiguously required the church to announce the termination vote 14 days in advance of the meeting … . The plaintiff established that the church breached the employment contract by demonstrating that it did not announce the April 15, 2008, special meeting until April 6, 2008, and April 13, 2008, and that the announcements did not adequately apprise the congregation of the purpose of the meeting, as, in effect, required by the employment contract and the church bylaws.
What this means for churches
This case illustrates the importance of compliance with notice provisions in employment contracts, bylaws, and applicable nonprofit corporation law. It is a good practice for church leaders to be familiar with these provisions in advance of annual or special business meetings so that proper notice can be provided to members.
Note that proper notice of a special business meeting typically requires that notice be given a specified number of days or weeks prior to the meeting, and that the notice inform members of the purpose of the meeting. The purpose of the notice requirement is to provide members with sufficient information to decide whether or not to attend the meeting, sufficiently in advance to enable them to adjust their schedules should they desire to attend. As this case demonstrates, a failure to comply with the notice requirement may affect the validity of actions taken at the meeting. Smith v. Ebenezer Baptist Church, 949 N.Y.S.2d 119 (N.Y.A.D. 2012).
