Tag: non-profit corporations

THE NO BYLAWS PROVISION SCENARIO

We have repeatedly reported church governance cases that turned in favor of the church because the church had and followed its own governance documents, of which bylaws are usually a center piece.  Of course, implicit was the assumption the bylaws were complete in dictating the policies and procedures of church governance to be followed.  Not all bylaws are complete.

In Auguste v Hyacinthe, Slip Op. (FL App. – 2022) the trial court dismissed the case based on the Ecclesiastical Abstention Doctrine.  The Plaintiffs alleged the procedure used to reconfigure the board of directors violated state law and that there were no provisions in the bylaws that supported the procedure for ouster used.  The procedure allegedly used by the Defendant, after the founder died, was filing unauthorized annual reports with the Florida Department of State listing himself as director and pastor of the church and removing the plaintiffs as church officers.  The Plaintiffs alleged the filing arose from a meeting of a “small portion of the church membership,” held “secretly,” and a resolution ousting Plaintiffs adopted by a rump of the board.  The Defendants argued that no provision in the church bylaws provided for this removal procedure and that Neutral Principles of Law, such as the state statute governing non-profit corporations, required other procedures.  The appellate court reversed the dismissal for determinations whether bylaws procedures were in existence or followed. Church founders should have carefully crafted governance documents in place to securely transfer positions and authority to the appropriate successors.  Church bylaws, like any other corporate non-profit, should have governance documents drafted or at least edited by a lawyer.  Governance documents should clearly specify the procedures for hiring or appointing and terminating church employees, including senior pastors, and other church officers.  What is not needed in the first generation of leadership will undoubtedly be essential in every other.