Church Business Meetings

By Richard R. Hammar, J.D., LL.M., CPA

© Copyright 1991, 1998 by Church Law & Tax Report.  All rights reserved.  This publication is designed to provide accurate and authoritative information in regard to the subject matter covered. It is provided with the understanding that the publisher is not engaged in rendering legal, accounting, or other professional service.  If legal advice or other expert assistance is required, the services of a competent professional person should be sought. Church Law & Tax Report, PO Box 1098, Matthews, NC 28106. Reference Code: m13

6. new business¹

Members generally have a right to express their views at church meetings since the very purpose of such meetings is to arrive at decisions through a free and open exchange of ideas. Accordingly, one court ruled that the leaders of two opposing factions within a church had no authority to agree that a church membership meeting would be conducted without discussion.²

A church's charter or bylaws typically specifies procedures for the convening and conduct of church membership meetings. State nonprofit corporation law may impose additional procedural requirements on incorporated churches, although in most cases state corporation law will apply only if the church's charter or bylaws are silent. If there is no specific charter, bylaw, or statutory provision governing church meetings, the established custom of the church generally will control.³ For example, where it was the established custom of a church to give notice of the annual church membership meeting by public announcement during Sunday morning services on the two Sundays before the date set for the proposed meeting, a court ruled that the election of officers at a purported annual meeting was invalid since this custom was not followed.⁴

The procedural requirements causing the greatest amount of controversy and confusion are notice, quorum, and voting requirements. These subjects will be considered individually.

a. Notice

The church membership ordinarily must be notified of the date, time, and place of both annual and special membership meetings. This “notice” requirement usually is found in the church's bylaws, but it also may appear in the corporate charter or in the body of parliamentary procedure adopted by the church. For example, Robert's Rules of Order, Newly Revised, which has been adopted by many churches, specifies:

With the possible exception of matters of very minor importance, only business mentioned in the call of a special meeting can be transacted at such a meeting. If, at a special meeting, it becomes urgent in an emergency to take action for which no notice was given, that action, to become legal, must be ratified by the organization at a regular meeting (or, if the ratification cannot wait, at another special meeting properly called for that purpose).¹

If a church is incorporated and its bylaws do not contain notice requirements, the state nonprofit corporation law ordinarily will contain the applicable requirements. To illustrate, section 14 of the Model Nonprofit Corporation Act, which has been adopted by many states, specifies:

Unless otherwise provided in the articles of incorporation or the bylaws, written notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, should be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail . . . to each member entitled to vote at such meeting.

Section 7.05 of the Revised Model Nonprofit Corporation Act, which has been adopted by a few states, specifies that “[a] corporation shall give notice consistent with its bylaws of meetings of members in a fair and reasonable manner.” The Act goes on to specify that notice is “fair and reasonable” if (1) the corporation notifies its members of the place, date, and time of each annual, regular and special meeting of members no fewer than 10 (or if notice is mailed by other than first class or registered mail, 30) nor more than 60 days before the meeting date; (2) notice of an annual or regular meeting must include a statement of purpose only with respect to any of the following matters—director conflict of interest, indemnification of officers or agents, amendment of the articles of incorporation, amendment of the bylaws, mergers, some sales of corporate assets, dissolution by directors or members; and (3) notice of a special business meeting must include “a description of the matters for which the meeting is called.”

Unincorporated churches that have no bylaws or written regulations are bound by their established customs regarding notice of church membership meetings. However, some courts have held that notice requirements established by custom can be disregarded if the notice actually given is more likely to provide notice to all church members than the form of notice prescribed by custom.²

A church must comply with the manner and method of giving notice prescribed in its charter or bylaws, in applicable state nonprofit corporation law, or by established church custom. Failure to follow applicable notice requirements will render any action taken at the improperly called meeting invalid. To illustrate, a Baptist church convened a special meeting of the congregation. Notice of the meeting consisted of announcements from the pulpit on the three consecutive Sundays prior to the meeting. These announcements did not indicate that a vote would be taken on the minister's continued employment. At the meeting, a motion was made from the floor to terminate the minister's services. The minister, acting as chairman of the meeting, ruled the motion out of order since there had been no prior notice that such a vote would be taken. A deacon then proceeded to conduct a vote over the minister's objection, and the members present voted to terminate the minister's services. The ousted minister attempted to return to the pulpit on the following Sunday, but was prevented from doing so. The church later obtained a court order prohibiting the minister from attempting to occupy his former position.

The minister appealed this decision to a state appeals court, arguing that the church had improperly fired him since it had not given proper notice of the business to be transacted at the congregational meeting. The appeals court agreed. It began its opinion by observing that neither the church's charter nor bylaws specified the type of notice needed for special meetings. Since the charter and bylaws were silent concerning the proper form and manner of notice, the state nonprofit corporation law under which the church was incorporated had to be consulted. A provision in the nonprofit corporation law specified that “unless otherwise provided in the [charter] or bylaws . . . the authorized person calling a members' meeting shall cause written notice of the time, place and purpose of the meeting to be given to all members entitled to vote at such meeting, at least ten days and not more than sixty days prior to the day fixed for the meeting.” Notice of the church's special congregational meeting was defective since it was not in writing (it had been announced from the pulpit), and it failed to specify the purposes of the meeting. “The notice of the meeting was clearly deficient,” concluded the court, “and the meeting was therefore invalid.”³

Church membership meetings (and all actions taken therein) have been declared void in the following contexts: (1) notice of a special meeting was read publicly by a church secretary instead of by a church trustee as required by the applicable state nonprofit corporation law;⁴ (2) a pastor publicly notified his congregation during a worship service that a special meeting would be convened immediately following the service, though the church's bylaws stipulated that notice of special meetings had to be mailed to members at a prescribed time in advance of a meeting;⁵  (3) a pastor convened a special meeting following a Sunday morning service without any notice other than an oral announcement during the service, despite an applicable provision in state nonprofit corporation law requiring written notice to be posted in a conspicuous place near the main entrance of the church for at least seven days before the meeting;⁶  (4) a small number of members present at a Wednesday evening church service publicly called a special meeting of the church membership for the following Saturday, in violation of an established church custom requiring notice to be read publicly during at least two Sunday morning services prior to such a meeting;⁷ and (5) a church's attempted removal of its trustees at a special business meeting was “null and void” since the church had not fulfilled the legal notice requirements imposed by state law for calling a special business meeting.⁸

One state supreme court has observed that “it is proper for the courts to inquire whether a congregational meeting, at which church business is to be transacted, was preceded by adequate notice to the full membership, and whether, once called, the meeting was conducted in an orderly manner . . . .” However, “once the court is presented with sufficient evidence regarding the regularity of the meeting, it will then generally refuse to inquire further as to the fruits of the meeting.”⁹

The courts have held that action taken at an improperly called meeting will be invalid no matter how many members are present, and that even a majority of church members present at an improperly called meeting cannot “validate” the meeting by waiving the notice requirements.¹⁰  However, action taken at an improperly called meeting can be ratified or affirmed by the church membership at a properly called meeting.¹¹

If notice has been given according to a church's bylaws, a meeting may not be challenged by a disgruntled minority. Thus, when oral notice of a special church membership meeting was announced from the church pulpit in accordance with the church's bylaws, a minority of members who had ceased attending the church and therefore did not receive actual notice of the meeting were not permitted to overturn the actions taken at the meeting on the basis of inadequate notice.¹²

b. Quorum

Churches should and often do prescribe in their charter or bylaws the number of members that must be present at general or special membership meetings in order for business to be transacted. This minimum number is generally referred to as a quorum. State nonprofit corporation law ordinarily specifies a quorum for incorporated churches that have not defined this important term in their charter or bylaws. To illustrate, section 16 of the Model Nonprofit Corporation Act provides that

[t]he bylaws may provide the number or percentage of members entitled to vote represented in person or by proxy, or the number or percentage of votes represented in person or by proxy, which shall constitute a quorum at a meeting of members. In the absence of any such provision, members holding one--tenth of the votes entitled to be cast on the matter to be voted upon represented in person or by proxy shall constitute a quorum.

Established church custom will control in the case of unincorporated churches having no bylaws or written regulations.

Ordinarily, so long as a quorum is present, a majority of members has the authority to act on behalf of the entire membership provided the meeting was properly called and a greater number or percentage of votes is not mandated by church charter or bylaws. This of course means that in some cases a minority of members can bind a church.¹³ For example, if a church's bylaws fix the quorum at 50 percent of the voting members, then as few as 26 percent of the total membership can act on behalf of the church. On the other hand, efforts to avoid minority rule by boosting the quorum requirement may result in too few members being present to conduct business.

If a church has no bylaw provision or established custom concerning quorums, it is unnecessary to demonstrate that a majority or any other percentage of the total membership attended a particular meeting in order to validate the action taken at the meeting, unless state nonprofit coperation law provides otherwise.¹⁴

c. Voting

Unless otherwise restricted by charter, bylaw, statute, or custom, every member of a church congregation is entitled to vote at a membership meeting, and a majority of those members present at a duly called meeting at which a quorum is present can take action on behalf of the church. Section 15 of the Model Nonprofit Corporation Act defines the voting rights of members as follows:

The right of the members . . . to vote may be limited, enlarged or denied to the extent specified in the articles of incorporation or the bylaws. Unless so limited, enlarged or denied, each member . . . shall be entitled to one vote on each matter submitted to a vote of the members.

A member entitled to vote may vote in person or, unless the articles of incorporation or the bylaws otherwise provide, may vote by proxy executed in writing by the member or by his duly authorized attorney--in--fact. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy . . . .

This provision assures each member of a church incorporated under the model Act of one vote, and also recognizes proxy voting. Proxy voting refers to voting by means of a substitute. For example, John White, a member of First Church, appoints Jane Brown to vote on his behalf at a membership meeting. Churches rarely intend to permit proxy voting. Robert's Rules of Order, Newly Revised, specifically discourages it: “Ordinarily, it should neither be allowed nor required, because proxy voting is incompatible with the essential characteristics of a deliberative assembly in which membership is individual, personal, and non--transferable. . . . [V]oting by proxy should not be permitted unless the state's corporation law . . . absolutely requires it.”¹⁵ Few if any state nonprofit corporation laws require proxy voting. Rather, they recognize proxy voting only in the event that a corporation has not eliminated this type of voting by a provision in its charter or bylaws. This can lead to unexpected consequences when an incorporated church's charter and bylaws do not prohibit proxy voting.

To illustrate, during a regular church business meeting, a member moved to terminate the services of the church's minister. Of the members present, 42 voted to retain the minister, and 32 voted to remove him. In addition, one of the 32 dissidents produced a list of 57 proxy (absentee) votes to remove the minister from office. The moderator of the business meeting refused to recognize the proxy votes, and the attempt to remove the minister failed. The dissident members thereafter filed a lawsuit seeking a court order upholding the validity of proxy votes in church business meetings. A state trial court ruled against the dissidents, and the case was appealed directly to the Alaska Supreme Court. In an important decision, the court reversed the trial court and held that the proxy votes should have been counted.¹⁶ It based its decision on the provisions of the Alaska Nonprofit Corporations Act (under which the church had incorporated) which authorized proxy voting by members of nonprofit corporations absent a contrary provision in an organization's charter or bylaws. The court rejected the church's claim that requiring it to recognize proxy votes violated the constitutional guaranty of religious freedom. Finally, the court observed that a church could easily avoid the recognition of proxy votes by simply amending its charter or bylaws to so state.

In a similar controversy, a Jewish congregation called a special business meeting to determine whether or not to retain its rabbi. The congregation, by a vote of 23 to 21, voted to submit the dispute to a panel of three orthodox rabbis for a final decision. The minority challenged this vote on the ground that four proxy votes (which were not counted at the business meeting and which agreed with the minority) were improperly disregarded at the meeting. Had they been counted, the vote would have been 25 to 23 against submitting the dispute to an arbitration panel. The court observed that the state nonprofit corporation law (under which the synagogue had been incorporated) permits proxy voting unless prohibited by the corporation's charter or bylaws. The court noted that the bylaws adopted Robert's Rules or Order, which rejects proxy voting. The court concluded that this case perfectly illustrated the reason why proxy voting is discouraged: “It is obvious from the tenor of the membership meeting . . . that the congregation was split almost evenly among those members who `loved' [the rabbi] or `disliked' him vociferously. Such a meeting, by its nature, would call for extensive deliberation. Who can tell how many congregants were swayed to vote one way or the other based upon the arguments presented at the meeting?”¹⁷ Incorporated churches not wanting to recognize proxy voting should review their charter and bylaws to determine if either contains a provision prohibiting it. If not, an amendment would be in order. It should not be assumed that a church's formal adoption of Robert's Rules of Order will result in the prohibition of proxy voting.

Of course, a church can and should define the term majority of members to avoid this confusion. For example, a provision in a church's bylaws requiring that a particular kind of vote be by majority vote of the church's total membership would preclude action by a majority of members present at a duly called meeting unless they comprised a majority of the church's entire membership. But if a church nowhere defines majority of members, or any other term relating to the required number of votes needed to adopt an action, the fraction or percentage of votes needed to adopt an action generally has reference to the members present at a duly called meeting and not to the entire church membership.¹⁸

To illustrate, section 16 of the Model Nonprofit Corporation Act specifies that “[a] majority of the votes entitled to be cast on a matter to be voted upon by the members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption thereof unless a greater proportion is required by . . . the articles of incorporation of the bylaws.”

One court was asked to define the term three--fourths of the voting members present in a controversy involving the dismissal of a pastor.¹⁹ Certain members of the congregation became dissatisfied with a new pastor, and a special church business meeting was called to determine whether or not he should be discharged. Of the 26 members who attended the meeting, 18 voted to discharge the pastor and 8 did not vote. The church bylaws specified that “a pastor may be terminated by the church congregation . . . but only if . . . the vote equals or exceeds three--fourths of the voting members present.” The pastor refused to acknowledge that the vote resulted in his dismissal, since less than “three--fourths of the voting members present” had voted to dismiss him (18 is only 70 percent of 26). Several disgruntled members of the congregation disagreed with this interpretation, and petitioned a court for a ruling recognizing that the congregational vote had resulted in the dismissal of the pastor. The members argued that the phrase “three--fourths of the voting members present” should be interpreted to mean three--fourths of the individuals who actually cast votes at the business meeting rather than three--fourths of all members actually present and eligible to vote. Since all 18 of the persons who actually voted at the meeting voted to dismiss the pastor, 100 percent of the votes were cast in favor of dismissal. A state appeals court ruled that the pastor had not been lawfully dismissed in the meeting in question. The court relied on Robert's Rules of Order, which had been adopted by the church (in its bylaws) as the governing body of parliamentary procedure. The following excerpt from Robert's Rules of Order was quoted by the appeals court in support of its decision in favor of the pastor:

Assume, for example, that at a meeting of a society with a total membership of 150 and a quorum of 10, there are 30 members present, of whom 25 participate in a given counted vote. Then, with respect to that vote: a two--thirds vote is 17; a vote of two--thirds of the members present is 20; a vote of two--thirds of the entire membership is 100 . . . . Regarding these bases for determining a voting result, the following points should be noted—voting requirements based on the number of members present, while possible, are generally undesirable. Since an abstention in such cases has the same effect as a negative vote, these bases deny members the right to maintain a neutral position by abstaining. For the same reason, members present who fail to vote through indifference rather than through deliberate neutrality may affect the result negatively.²⁰

According to this language, concluded the court, the phrase “three--fourths of the voting members present” meant three--fourths “of the individuals present and eligible to vote.” Accordingly, the pastor had not been dismissed by the congregational vote since less than three--fourths of the members present and eligible to vote had voted to dismiss him.

If a church's charter, constitution, or bylaws do not designate the required percentage of votes for an affirmative action, then there is a presumption of majority rule. The United States Supreme Court has observed that “[m]ajority rule is generally employed in the governance of religious societies.”²¹ Other courts similarly have concluded that majority representation is presumed to apply to church determinations unless such a presumption is overcome by express provision in the church's organizational documents, or by a provision in the constitution or bylaws of a parent denomination.²²

Occasionally, a church's charter, bylaws, and, in some cases, its constitution contain conflicting provisions regarding the required number of votes necessary for adoption of a particular action. As has been noted elsewhere, provisions in the charter prevail over provisions in the constitution, bylaws, or resolutions; provisions in the constitution prevail over provisions in the bylaws, or resolutions; and provisions in the bylaws prevail over provisions in resolutions.²³ In most cases, an incorporated church is bound by the provisions of state nonprofit corporation law only where it has not expressly provided otherwise in its own charter, constitution, or bylaws.

Votes can be cast orally, by show of hands, or by secret ballot. The method used is governed by the church's charter or bylaws. If the charter and bylaws are silent, established church custom will control. The members present at a meeting can also approve of a particular manner of voting if the church charter or bylaws do not speak to the subject. It has been held that a vote will be upheld even if it was not conducted by secret ballot as required by the corporate bylaws if no one objected to the vote during the meeting.²⁴ Robert's Rules of Order, Newly Revised, which has been adopted by many churches, specifies:

The bylaws of the organization may prescribe that the vote be by ballot in certain cases, as in the election of officers and in admission to membership. Any vote related to charges or proposed charges before or after a trial of a member or an officer should always be by ballot. Except as may be otherwise provided by the bylaws, a vote by ballot can be ordered (without debate) by a majority vote—which may be desirable in any case where it is believed that members may thereby be more likely to vote their true sentiments.²⁵

Absentee voting is not ordinarily permitted unless expressly sanctioned by charter, bylaw, custom, or statute. Again, Robert's Rules of Order, Newly Revised, specifies:

It is a fundamental principle of parliamentary law that the right to vote is limited to the members of an organization who are actually present at the time the vote is taken in a legal meeting. Exceptions to this rule must be expressly stated in the bylaws. . . . An organization should never adopt a bylaw permitting a question to be decided by a voting procedure in which the votes of persons who attend a meeting are counted together with ballots mailed in by absentees, since in practice such a procedure is likely to be unfair.²⁶

Finally, it should be noted that members wishing to contest some irregularity in a particular election or vote must object to the irregularity at the meeting. One court has ruled that objections to voting procedures must start when a vote is being taken, not months later when the events have passed from peoples' minds and the matters that were voted on have been accomplished.²⁷

The church secretary should prepare written minutes of every church membership meeting, being careful to note (1) the date of the meeting, (2) the number of members present, (3) the progression of every action from motion to final action, (4) some statement that each adopted action was approved by the necessary number of votes (a tally of the votes for and against a particular action should be inserted in the minutes if the vote is close or the action is of an extraordinary nature), and (5) a verbatim transcript of each approved action. Minutes should be signed by the church secretary, but this is not a legal requirement.²⁸

The purpose of the minutes is to memorialize in a permanent and official form the actions taken by a church's membership. It has been said that the minutes are the “voice” of the corporation, and that a corporation will be bound by representations contained in its minutes that are relied upon by outsiders, even if the minutes were irregular.²⁹

An organization may adopt any procedure that it desires for the conduct of membership meetings. Robert's Rules of Order, Newly Revised, or any other body of parliamentary procedure is not applicable unless specifically adopted.³⁰

Churches can and should select a specific body of parliamentary procedure by an appropriate clause in the church charter or bylaws. If a particular system of parliamentary procedure has been used by common consent long enough to constitute a church practice or custom, then it probably would be considered as binding as if specifically adopted by a provision in the church's charter or bylaws. If no body of parliamentary procedure has been adopted, either expressly or by custom, it has been held that the ordinary rules of parliamentary law should be observed in the conduct of a meeting.³¹ It also has been held that the courts may review an action taken at a church membership meeting to ensure compliance with applicable parliamentary procedure.³²

There are three important considerations for churches to note regarding parliamentary procedure. First, churches should not assume that Robert's Rules of Order, Newly Revised, is the only system of parliamentary procedure. It is not. On the contrary, there are dozens of alternative systems of parliamentary procedure, some of which are excellent (some would say superior) alternatives. Second, many churches adopted the original Robert's Rules of Order, or one of the earlier revisions. The original text was published in 1876, and it has been revised on seven occasions. The current revision was released in 1981. Obviously, churches that select “Robert's Rules” should be sure to identify this system of parliamentary procedure as “the most recent revision of Robert's Rules of Order.” Otherwise, they may have to resort to obsolete rules to resolve parliamentary questions. Third, no system of parliamentary procedure should serve as a substitute for specific provisions in a church's bylaws. In other words, the fact that a church wanting to prohibit absentee voting has adopted Robert's Rules of Order, Newly Revised, should not serve as substitute for a bylaw provision prohibiting absentee voting. There is no assurance that a civil court would regard the adoption of “Robert's Rules” as an exception to the general rule that state nonprofit corporation law will control when a church's bylaws are silent.

Once it is determined that a particular body of parliamentary procedure has been adopted by a church, the civil courts have expressed willingness to apply and enforce that procedure on the ground that no doctrine or substantive ecclesiastical question is involved.³³ Similarly, a federal appeals court ruled that the United States Constitution bars the civil courts from resolving disputes over parliamentary rulings.³⁴ Noting that the contested parliamentary action (made at the 1985 Southern Baptist Convention) had been reviewed and upheld by the highest Southern Baptist tribunal, the court concluded that “where religious organizations establish rules for their internal discipline and governance, and tribunals for adjudicating disputes over these matters, the Constitution requires that civil courts accept their decisions as binding upon them.”

Many courts have concluded that material procedural irregularities—such as disregard of notice, quorum, or voting requirements in a church's charter or bylaws—will invalidate a membership meeting and any actions taken therein, and that the civil courts will uphold the rights of those challenging the validity of such a meeting provided that no interpretation of religious doctrine is necessary.³⁵

Some courts refuse to permit any judicial interference with the internal affairs of churches, and accordingly hold that civil courts cannot review the determinations of churches even where a lawsuit is brought alleging that the church disregarded its own procedures in the conduct of a meeting.³⁶ This view generally is based on the assumption that the first amendment prohibits courts from interfering with the purely internal affairs of churches. Such a rendering of the first amendment would appear to be too broad under the prevailing interpretation of that amendment by the United States Supreme Court.

It is true that there is no room for civil court review of any internal church decision based on the interpretation of religious doctrine. On this point all courts would agree. But, many internal church disputes involve the interpretation of purely secular language in church charters, bylaws, deeds, and trusts. The Supreme Court has suggested that there is room for marginal civil court review of the internal decisions of churches and church tribunals where the reviewing court can resolve the dispute solely on the basis of “neutral principles” of law.³⁷ The Court specifically held that “neutral principles” of law include nondoctrinal language in charters, deeds, and bylaws. One court in upholding the majority view observed that “we have no hesitancy in holding that this controversy is properly before us, our decisions being controlled entirely by neutral principles of law.”³⁸

Procedural requirements pertaining to notice, quorums, and voting generally involve no references to religious doctrine and thus actions adopted at a church membership meeting convened or conducted in violation of a church's procedural requirements occasionally are invalidated by a civil court.³⁹ In the case of incorporated churches, this rule has been justified on the ground that a religious corporation is an artificial entity created by law and capable of acting only in the manner prescribed by state law or its own internal regulations, and therefore compliance with such procedural requirements is a prerequisite to a valid meeting.⁴⁰

The subject of civil court intervention in internal church disputes is addressed more fully in chapter 11 Judicial Resolution of Church Disputes.

Some courts have been willing to supervise a church election to ensure compliance with applicable procedural requirements if the church requests such supervision or if certain members allege that the church has disregarded procedural requirements in the past.⁴¹ To illustrate, in one case, former members who had been expelled by their church asserted that the meeting at which the congregation voted to expel them had not been called with adequate notice. The trial court held that the meeting at which the dissidents had been expelled was invalid due to inadequate notice. It also scheduled an election at which the congregation would determine, by majority vote, the proper membership of the church; prescribed the notice to be given; provided for the counting of ballots by a court officer; and ordered an accounting of all church funds. The Alabama Supreme Court upheld the decision of the trial court, noting that “it is proper for the courts to inquire whether a congregational meeting, at which church business is to be transacted, was preceded by adequate notice to the full membership, and whether, once called, the meeting was conducted in an orderly manner and the expulsion was the act of the authority within the church having the power to order it.”⁴²  However, “once the court is presented with sufficient evidence regarding the regularity of the meeting, it will then generally refuse to inquire further as to the fruits of the meeting.”

On the other hand, the same court ruled that it had no authority to determine which members in a Baptist church are qualified to vote in a church election. A dispute arose in a local Baptist church, and certain members petitioned a state trial court to order a church election to resolve the matter. At the election the votes of 35 individuals were challenged and not counted. The result of the ballots counted was a 74 to 74 tie. One group of members petitioned the court to have the challenged votes counted. The trial court refused to grant this request, noting that “if this court ordered the challenged ballots to be counted, it would be determining that they were members who were eligible to vote. This it cannot do . . . .”

The court acknowledged that its refusal to order the challenged ballots to be counted “leaves the [church] without redress in the courts for even arbitrary acts of a preacher in either falsely challenging voters or intentionally bringing in non--members to vote.” However, the trial court concluded that “there is nothing this court can do about it” since prior rulings of the state supreme court prohibited courts from resolving church membership issues. The trial court's ruling was appealed to the Alabama Supreme Court, which agreed that its previous rulings “do not authorize courts to determine the eligibility of church members to vote,” and that “to order that certain votes be counted, which theretofore were not counted, would have been tantamount to doing that very thing, i.e., determining eligibility.” The supreme court concluded: “In each Baptist church the majority of the members of the church control the business of the church. Also, all the members of a Baptist church are entitled to vote at a congregational meeting, regardless of age. However, the issue as to which members are eligible to vote is a matter within the discretion of the members of the church. . . . Because each Baptist church is a democratic institution whose membership possesses the right to vote, perforce it is the church itself under its rules that must examine the eligibility of its individual members to participate in that democracy.”⁴³

Another court ruled that it had the authority to order a church election since the church board refused to call one.⁴⁴

A Texas state appeals court concluded that a trial court had the authority to call a new church election.⁴⁵ The court defended the trial court's action by noting that “an election was held which resulted in [the pastor's discharge], that he has refused to accept the termination, that he has since interfered with church services and will continue to do so . . . and will dissipate funds and property owned by the church unless he is restrained from doing so.” The court rejected the pastor's claim that the trial court's intervention violated the constitutional guaranty of religious freedom. It noted that “the vote of a majority of the members of a Baptist church is generally binding in any matter touching the church government or affairs,” and that “rules and regulations, including election procedures, made by church functionaries or by long usage will be enforced by the civil courts if not in conflict with some civil law bearing upon the subject of such rules and regulations.” It concluded that the trial court had “sought to act in accord with church rules and regulations as dictated by long established custom and usage” and accordingly did “not usurp church authority.”

Nonmembers, on the other hand—or a particular nonmember or group of nonmembers—can be excluded any time from part or all of a meeting of a society, or from all of its meetings. Such exclusion can be effected by a ruling of the chair in cases of disorder, or by the adoption of a rule on the subject, or by an appropriate motion as the need arises—a motion of the latter nature being a question of privilege.⁴⁶

Third, many states and the federal government have enacted public meeting laws which generally provide that meetings of specified governmental agencies, commissions, and boards, at which official acts are taken, must be open to the public. Such laws, often called sunshine acts, ordinarily do not apply to private, nonprofit organizations,⁴⁷  and they certainly do not apply to entities, such as churches, receiving no tax revenues and having no regulatory authority or relationship with any governmental body. The fact that a church is incorporated will not subject it to the provisions of public meeting laws.⁴⁸

Unincorporated Associations

Corporations

Church Records

Reporting Requirements for Churches

Church Names

Church Officers, Directors, and Trustees

Church Members

Removing Disruptive Individuals

Powers of a Local Church

Church Merger and Consolidation

Dissolution of a Church