Pastor, Church & Law

§ 6.06.04

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Key point 6-06.04. 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 corporation possesses the inherent power to remove an officer, director, or trustee for good cause.[198] Rodyk v. Ukrainian Autocephalic Orthodox Church, 296 N.Y.S.2d 496 (1968), aff'd, 328 N.Y.S.2d 685 (1972). To illustrate, one court ruled that the members of a nonprofit corporation may remove directors from office at a meeting called for this purpose, at any time.[199] First Union Baptist Church v. Banks, 533 So.2d 1305 (La. App. 1988). Another court held that a church congregation has the inherent authority to remove a director for good cause even though the church bylaws did not address the issue.[200] Mangum v. Swearingen, 565 S.W.2d 957 (Tex. 1978). In the context of church corporations, good cause ordinarily will consist of material doctrinal deviation, conduct deemed unacceptable behavior by established church custom and practice, incompetency, or incapacity. The church membership itself, and not the board, generally has the authority to remove directors or trustees for cause. Officers elected by the board ordinarily may be removed by the board.[201] Beth Hamedrosh Hagodol Cemetery v. Levy, 923 S.W.2d 439 (Mo. App. 1996) ("the body which appoints a director may also remove a director"). Officers or directors removed for cause generally have no right to compensation (if any) for the unexpired term of office.

A church has no authority to remove an officer or director without cause prior to the expiration of a stated term of office unless a bylaw or statute specifically grants such authority. But officers or directors elected for an unspecified term generally may be removed at any time with or without cause by the body that elected them. And, when the term of an officer or director expires, a church congregation can fill the vacancy without proving that good cause exists for not reelecting the individual.[202] Morris v. Richard Clark Missionary Baptist Church, 177 P.2d 811 (Cal. 1947).

State nonprofit corporation laws usually provide for removal of officers and directors. For example, section 18 of the Model Nonprofit Corporation Act states that a director may be removed by any procedure set forth in the corporation's articles of incorporation, and section 24 specifies that an officer may be removed by the persons authorized to elect or appoint such officer whenever in their judgment it serves the best interests of the corporation.

Relevant provisions in state law or a church's bylaws for removal of officers and directors must be followed. To illustrate, if a statute specifies that any ten members of a church can call for a congregational meeting for the purpose of removing directors from office, any action taken at a meeting called by only eight members will be invalid.[203] Miles v. Wilson, 181 N.Y.S.2d 585 (1958). And, if a church votes to remove certain officers at a meeting conducted in violation of church bylaws, the removal of the officers will be invalid.[204] Tybor v. Ukrainian Autocephalic Orthodox Church, 151 N.Y.S.2d 711 (1956).

Provisions in statutes, charters, or bylaws calling for an officer or director to serve for a prescribed term and until his or her successor is chosen do not prevent an officer or director from resigning. A resignation is complete upon its receipt by the corporation even though the corporate charter states that the office is to be held until a successor is elected and qualified.[205] Koven v. Saberdyne Systems, Inc., 625 P.2d 907 (Ariz. 1980). Furthermore, the resignation of an officer or director will be effective even if not accepted at a formal meeting of the board of directors, at least if the board knew of the resignation and acquiesced in it.[206] Anderson v. K.G. Moore, Inc., 376 N.E.2d 1238 (Mass. 1978), cert. denied, 439 U.S. 1116 (1979).

Case studies

• The Alabama Supreme Court ruled that the dismissal of two church elders by a minister and his supporters was not legally effective since the church's established procedures were not followed." [207] Shearry v. Sanders, 621 So.2d 1307 (Ala. 1993).
• A Georgia court ruled that a church's entire board had properly been dismissed by the church members at a duly called special business meeting, because the meeting was conducted in accordance with applicable provisions of the state nonprofit corporation law. [208] Members of Calvary Missionary Baptist Church v. Jackson, 603 S.E.2d 711 (Ga. App. 2004).
• An Illinois court concluded that it had no authority to resolve an internal church dispute regarding the membership of a church's board of deacons. The court observed, "In our opinion, resolution of the questions of who the true members of the board of deacons … are and which bylaws govern it would require this court to delve, impermissibly, into matters of church doctrine and polity." [209] St. Mark Coptic Orthodox Church v. Tanios, 572 N.E.2d 283 (Ill. App. 1991).
• A New York court ruled that a pastor's attempt to remove an entire board of deacons, and several church members, contrary to the procedures set forth in the church constitution were unlawful and of no effect. Since the removal of the deacons, and excommunication of members, were not done in compliance with the church constitution, such actions were "contrary to law." [210] Briggs v. Noble, 2004 WL 829439, (N.Y. App. 2004).
• A South Carolina court ruled that it could resolve a defamation claim brought by dismissed church board members against their church since it could do so solely on the basis of neutral principles of law without any inquiry into church doctrine. [211] Banks v. St. Matthew Baptist Church, 706 S.E.2d 30 (S.C. App. 2011).