CORPORATE FORMS – FOLLOW THEM

Especially local congregational churches, but even denominational connectional churches, seem to adopt a corporate Constitution and Bylaws only to ignore them.  When a church split arises, it may become a subject of secular litigation to identify the actual qualified voting members and the actually elected officers.  A court will not select a Pastor, but sometimes the identification of the voting members or the officers has that indirect effect.

In Victory Valley Church, Inc. v Purported Victory Valley Church, Slip Op. (Wis. App. 2017) (unpublished subject to further editing)(Per Curiam), both sides in the church split had the right to resort to an “ecclesiastical court” under the church Bylaws, but neither did.  Instead, both sides submitted the identification of voting members and officers to the court to decide, but one side was not happy with the decision and tried to demand a “do over” arguing the Ecclesiastical Abstention Doctrine.  Once submitted by both parties, however, the court could, and did, decide the issue presented pursuant to Neutral Principles of Law, i.e., according to the church Bylaws that were adopted but not substantially followed.  The court had to hold a trial to identify qualified voters and elected officers because the church had not kept its corporate minutes updated, had not kept its election(s), if it had any, recorded, and had not kept updated voting membership rolls (which should be done at least annually).  Most churches do these things autonomically and quite simply.  Even done sloppily would be better than not done at all.

The other problem was that the Bylaws envisioned removal of an officer but required the officers to preside over the removal, creating an inescapable conflict of interest because the officer to be removed would be part of the decision.  The Court decided because of the inherent conflict the Bylaws were not workable in this instance and resorted to the state corporations statute which was the default rule if corporate Bylaws were silent or ambiguous.  Thus, the other lesson of the case opinion was that churches should make sure the Constitution and Bylaws adopted by the church cover all foreseeable contingencies.  Homemade foundational documents of this type, usually drafted by an interested party trying to protect their own interest, can and do backfire.

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