Congregational church governing documents often are not drafted with any an eye to resolving disputes or reflecting significant changes in leadership. They should be. They should be reviewed annually or bi-annually to make sure they are current and complete. At least bi-annually church counsel should review them. In hierarchal churches, the governing documents of the denomination are usually adopted or modified in denominational meetings that occur less often. The local church governing documents, unless dictated by the denomination, should still be reviewed.
In Bui v Bach, Slip Op. (CA. App. 2022), the “internecine battle for control of the temple” commenced upon the death of the founder. The founder allegedly selected a successor, a successor allegedly confirmed by the membership, but two factions formed to challenge each other. The Plaintiffs were “long-time dues-paying congregants” but not office holders. The Defendants were two of the members of the board of directors that allegedly sought to force out the allegedly chosen and confirmed successor. The trial court held the “long-time dues-paying congregants” did not have “standing.” In other words, the court held the congregants did not have an interest recognized in the law to allow them to judicially challenge the actions of the directors. The appellate court reversed in part. While the appellate court held the congregants lacked standing for a cause of action based on a state corporation statute, which required that the Plaintiff be a director, other theories were allowed to proceed. The appellate court held a congregant had standing to demand an accounting from the Defendant directors. The appellant court held a congregant had standing to seek a judicial declaration as to who the legitimate directors might be under corporate law, if applicable.
The winner will be ultimately determined in the trial court on remand. However, such litigation can generally be avoided if bylaws, or other governing documents regardless of what they are named, are routinely reviewed and authenticated by the corporate secretary. The original and copies should be separately stored. Digital copies are acceptable, but the only copy should not be on the computer sitting in the church office. Indeed, the membership should have a digital copy. In the reported case, the original bylaws, thought to be lost, were only located because by happen stance someone filed a set as an attachment to incorporation documents. Succession of leadership procedures should be clearly set forth, easily enacted by a congregation, and easily documented. Membership rolls should reviewed and authenticated annually. Likewise, copies should be stored.
Church Litigation Update 