Removal of Church Board Members

If a church neglects to address an issue in its governing documents, state nonprofit corporation law will provide the answer.

Key point 6-02.2. Churches are subject to the provisions of their governing documents, which generally include a charter and a constitution or bylaws (in some cases both). A charter is the state-approved articles of incorporation of an incorporated church. Most rules of internal church administration are contained in a constitution or bylaws. Specific and temporary matters often are addressed in resolutions. If a conflict develops among these documents, the order of priority generally is as follows—charter, constitution, bylaws, and resolutions.

Key point 6-06.4. Church officers and directors can be removed from office in the manner authorized by the church's governing documents. It is common for church bylaws to give the membership the authority to remove officers and directors who engage in specified misconduct or change their doctrinal position.

A Florida court ruled that state nonprofit corporation law governed the removal of board members in a church that did not address the issue in its governing documents.

A pastor and a member of a church's board of directors (the "defendants") attempted to remove the four other members of the board (the "plaintiffs") and replace them with new members. When the ousted board members discovered what had happened, they entered into protracted negotiations to resolve the dispute without recourse to litigation. When that failed, the former board members sued the defendants, alleging breach of contract, breach of fiduciary duty, and fraud. A trial court dismissed the case on the basis of the "ecclesiastical abstention" doctrine which generally bars the civil courts from resolving internal church disputes. The court noted that any attempt on its part to resolve the dispute "would necessarily and excessively entangle this court in doctrinal and theological issues." The plaintiffs appealed.

A state appeals court ruled that the ecclesiastical abstention doctrine did not prevent it from resolving this case. It observed: "Plaintiffs are not categorically prohibited from ever seeking redress from the courts solely because a religious organization is somehow involved in the dispute. When a church-related dispute can be resolved by applying neutral principles of law without inquiry into religious doctrine and without resolving religious controversy, the civil courts may adjudicate the dispute …. Nothing in the record indicates that the plaintiffs have sought judicial intervention concerning any aspect of church governance. Instead, they allege that the defendants, acting without authority, attempted to remove specific board members from the organization in derogation of the requirements of [the Florida nonprofit corporation law]."

The court noted that the state nonprofit corporation law (under which the church was incorporated) specified the procedure to be followed in removing board members of nonprofit corporations, and stipulated that these procedures applied only to the extent that a corporation's articles of incorporation or bylaws did not address the issue. The court found nothing in the church's articles of incorporation or bylaws addressing the removal of board members, and so, by default the state nonprofit corporation law applied. The court concluded:

The church in the instant case did not decide this aspect of church governance for itself; the bylaws of the church do not address the composition of the board, the removal of board members, or any similar aspect of corporate management. Because the church in the instant case had no bylaws governing the removal of board members, [the nonprofit corporation law] dictates the required procedures.

Because the statute unambiguously establishes procedures of uniform law, the instant dispute can be resolved by applying neutral principles of law without inquiry into religious doctrine and without resolving a religious controversy. Thus, the allegations in the complaint may be evaluated without recourse to any policy, practice, or doctrine of the church. The court is not asked to interpret religious doctrine or to evaluate church policies. The allegations at the heart of the complaint—that the defendants improperly attempted to remove members of the board of trustees—are entirely controlled by neutral application of [the nonprofit corporation law] …. This is not an instance where the court's involvement would transgress upon the exclusive authority granted to churches under the First Amendment "to decide for themselves, free from state interference, matters of church government."

What this means for churches

There are a couple of points to note about this case. First, the court concluded that the civil courts do not necessarily have to refrain from resolving internal church disputes. The resolution of such disputes is barred by the First Amendment only if an inquiry into church doctrine would be required. Second, the court applied state nonprofit corporation law in determining the procedure for removing church board members since the church had not addressed this issue in its governing documents. This illustrates the basic principle that state nonprofit corporation law is a "gap filler." An incorporated church is generally free to address issues of administration and governance in its articles and bylaws in any manner it chooses, free from state interference. But, if it neglects to address an issue in its governing documents, then state nonprofit corporation law will provide the answer. Bendross v. Readon, 89 So.3d 258 (Fla. App. 2012).

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