STATE OF LOUISIANA COURT OF APPEAL, THIRD CIRCUIT
24-136 consolidated with 24-137
EVANGELINE SHRINE CLUB HOLDING CORPORATION THROUGH ITS PROPER AND DULY AUTH OFFICERS AND DIRECTORS WILLIAM POWELL, THOMAS KUSSMAN AND DAVID HYATT
VERSUS
GERARD HEBERT, JOHN DOUCET, RYAN CORMIER AND DANIEL HEBERT
**********
APPEAL FROM THE FIFTEENTH JUDICIAL DISTRICT COURT PARISH OF LAFAYETTE, NO. 20233664 C/W 20235218 HONORABLE MARILYN C. CASTLE, DISTRICT JUDGE
GARY J. ORTEGO JUDGE
Court composed of Gary J. Ortego, Ledricka J. Thierry, and Wilbur L. Stiles, Judges.
AFFIRMED. Edward P. Landry Landry Watkins Repaske & Breaux P. O. Box 12040 New Iberia, LA 70562-2040 (337) 364-7626 COUNSEL FOR DEFENDANTS/APPELLANTS: John Doucet Ryan Cormier Evangeline Shrine Club Holding Corporation, et al. Evangeline Masonic Club Holding Corporation Daniel Hebert Gerard Hebert
George A. Veazey Veazey, Felder & Renegar, LLC P. O. Box 80948 Lafayette, LA 70598-0948 (337) 234-5350 COUNSEL FOR PLAINTIFF/APPELLEE: Habibi Shriners
Karly Dorr Frank X. Neuner, Jr. Neuner Pate 1001 W. Pinhook Road, Ste 200 Lafayette, LA 70503 (337) 237-7000 COUNSEL FOR PLAINTIFFS/APPELLEES: Thomas Kussman Evangeline Shrine Club Holding Corporation, et al. David Hyatt Evangeline Masonic Club Holding Corporation William Powell ORTEGO, Judge. This appeal involves two consolidated civil matters. The first case involves a
petition for writs of quo warranto and mandamus with a summary trial thereon filed
against individuals purporting to be officers/directors of a club and holding
corporation. The second case involves a petition to nullify amended articles of
incorporation, to remove officers and directors, to grant a preliminary injunction and
to request a temporary restraining order. Relevant to this appeal, defendants in the
first case filed an exception of nonjoinder of indispensable parties.
The central issue in these consolidated cases is control of a club and holding
corporation formed and operating under the rules of both an intermediate and parent
organization. Control of the club and holding organization is determined by which
individuals are valid officers/directors of the club and holding corporation.
The trial court overruled the exception of the defendants in the first case, and
found that: (1) via the writ of quo warranto, the defendants in the first case were not
valid officers/directors of the club and holding corporation; (2) that the amendment
to the holding corporation’s articles of incorporation was null; (3) that, via writ of
mandamus, defendants in the first case were to deliver all business records, papers,
assets, and effects related to their roles as officers/directors of the club and holding
corporation to the head of the intermediate organization or those designated by that
organization as acting representatives of the club and holding corporation. The
defendants in that first case appeal.
FACTS AND PROCEDURAL HISTORY
Shriners International, formally known as the Ancient Arabic Order of the
Nobles of the Mystic Shrine (A.A.O.N.M.S.), is a 501(c)(3) non-profit organization
incorporated in Iowa and headquartered in Tampa, Florida. It owns and operates
Shriners Hospitals for Children. This parent organization establishes intermediate organizations, called temples,
throughout various countries around the world. These temples are headed by an
individual called a potentate, who controls and governs certain geographical areas.
Temples then oversee clubs, which usually are set up for smaller, specific
geographical areas. These clubs operate under the temple that controls the larger area
in which the club is located. Under the Articles of Incorporation of Shriners
International, the parent organization, Shriner Clubs may set up holding corporations
whose purpose is to hold assets obtained by the clubs.
In the case before us, the Habibi Temple, located in Lake Charles, LA, is the
temple over the geographic area wherein the club at issue, Evangeline Shrine Club,
is located in Lafayette. LA. The potentate of the Habibi Temple is Kirby Vinson.
The Habibi Temple is the intermediate organization over the Evangeline Shrine Club
(hereinafter “the Club”). The Club set up the Evangeline Shrine Club Holding
Corporation (hereinafter “the Holding Corporation”) in 1961 pursuant to La.R.S.
12:101-1565. The Holding Corporation amended its Articles of Incorporation on
May 18, 1987. The Leadership of the Holding Corporation consists of a Board of
Directors and Officers, largely one and the same as the elected Officers of the Club.
The dispute in these consolidated cases involves who are the rightful
officers/directors of the Holding Corporation. In mid to late 2022, disputes arose
between the Club and the Holding Corporation’s leadership and the Habibi Temple
and its Potentate over the Club’s failure to timely report financial information and as
to whether use of the Club’s facility was in line with the non-profit purposes
established by Shriners International. Thereafter, on February 10, 2023, potentate
Vinson removed Defendants/Appellants, Gerard Hebert, John Doucet, Ryan Cormier,
and Daniel Hebert as officers of the Club, and as such, directors/officers of the
Holding Corporation, and appointed Petitioners, William K. Powell, Thomas 2 Kussmann, and David Hyatt, as the officers/directors of the Club and Holding
Corporation.
On February 22, 2023, Defendants, Gerard Hebert, John Doucet, Ryan
Cormier, and Daniel Hebert, filed suit for declaratory judgment, injunction, and
damages against Petitioners and Potentate Vinson. Defendants later dismissed the
action without prejudice.
Thereafter, on July 11, 2023, William K. Powell, Thomas Kussmann, and
David Hyatt (collectively “Petitioners”), on behalf of the Holding Corporation, filed
a petition for writs of quo warranto and mandamus with a summary trial thereon
against Defendants/Appellants, Gerard Hebert, John Doucet, Ryan Cormier, and
Daniel Hebert (collectively “Appellants”). In response, Appellants filed an exception
of nonjoinder of indispensable parties, naming Shriners International and Habibi
Temple as indispensable parties.
On May 30, 2023, Appellants, at what they documented as a meeting of the
Holding Corporation, proposed amendments to the Holding Corporation’s Articles
of Incorporation amending, inter alia, its name to Evangeline Masonic Club Holding
Corporation and the number of members necessary for a quorum to be present to
conduct business. Paperwork denoting these amendments was filed with the
Louisiana Secretary of State in August of 2023.
On September 18, 2023, Habibi Shriners filed a petition against both
Petitioners and Appellants to nullify those amended articles of incorporation, to
remove officers and directors, to grant a preliminary injunction, and to request a
temporary restraining order against the Evangeline Masonic Club Holding
Corporation, formerly the Holding Corporation. The case of Petitioners against
Defendants, and the case of Habibi Shriners against both Petitioners and Defendants,
were consolidated. 3 On November 14-15, 2023, a two-day trial was held. The trial resulted in
judgment: (1) overruling Appellants’ exception of nonjoinder of indispensable
parties; (2) granting Petitioners’ writ of quo warranto based on a finding that
Appellants failed to carry their burden to prove they were valid officers/directors of
the Club and Holding Corporation; (3) granting Habibi Temple’s request to find that
Appellants’ amendment to the Holding Corporation’s Articles of Incorporation were
null and; (4) ordering, by writ of mandamus, that Appellants deliver all business
records, papers, assets, and effects related to their roles as officers/directors of the
Club and Holding Corporation to Habibi Shriners Potentate, Kirby Vinson, and/or
those designated by him or acting representatives of the Club and Holding
Appellants file the appeal before us. They present four issues for review.
ISSUES PRESENTED FOR REVIEW
1. Whether the Trial Court applied the appropriate facts and legal standard in overruling Defendants’ Peremptory Exception of Nonjoinder of an Indispensable Party when considerable rulings were being made that directly granted relief to these non-named parties, Habibi Shriners and Shriners International based upon numerous rules and regulations governing these non-named parties and which were not recognized under Louisiana Law.
2. Whether Trial Court committed error in granting the Petitioners’ Writ of Quo Warranto when the record clearly shows that the Defendants/Appellants, GERARD HEBERT, JOHN DOUCET, RYAN CORMIER, and DANIEL HEBERT[,] satisfied their burden of proof demonstrating they had authority to represent themselves as officers and directions of Evangeline Shrine Club and/or Evangeline Masonic Club Holding Corporation f/k/a Evangeline Shrine Club Holding Corporation.
3. Whether the Trial Court was proper when it went beyond the legal limitations allowed under the law when it ruled that all actions taken by the Defendants/Appellants in their capacity as officers and/or Directors of the Evangeline Shrine Club and or the Evangeline Shrine Club Holding Corporation since at least February 10, 2023 were found to be without effect.
4 4. Whether the Trial Court committed error when it granted the Petitioners’ Writ of Mandamus ordering the Defendants/Appellants to immediately deliver all business records, papers, assets and effects related to their roles as officers and/or directors of the Evangeline Shrine Club and/or Evangeline Shrine Club Holding Corporation to a nonparty, Habibi Shriners Potentate, Kirby Vinson and/or those designated by him or acting representatives of Evangeline Shrine Club and Evangeline Shrine Club Holding Corporation all of which is outside the legal scope of the legal limitations of a Quo Warranto ruling and beyond the authority allowed by the Louisiana Code of Civil Procedure.
STANDARD OF REVIEW
I. Exception of Nonjoinder of Indispensable Parties
Appellants, in their first issue presented for review, contend that the trial court
erred in overruling their peremptory exception of nonjoinder of indispensable parties.
A trial court’s denial of an exception of nonjoinder is reviewed using the abuse of
discretion standard. Crooks v. State through Department of Natural Resources, 21-
716 (La.App. 3 Cir. 6/29/22), 343 So.3d 248, writ denied, 22-1168 (La. 11/1/22),
349 So.3d 2.
II. Writ of Quo Warranto
In their second issue presented for review, Appellants contend that the trial
court erroneously granted the writ of quo warranto. In their third issue presented,
Appellants argue that there is nothing within a quo warranto that allows the court to
reverse various actions taken while they were allegedly validly holding office.
When the issues presented in a quo warranto action are legal in nature, the
standard of review is de novo. Billiot v. Wiltz, 16-1047 (La.App. 3 Cir. 5/24/17), 222
So.3d 964. However, factual findings in quo warranto proceedings are reviewed on
appeal under the manifest error standard. Metro City Redevelopment Coalition, Inc.
v. Brockman, 13-1615 (La.App. 1 Cir. 3/21/14), 143 So.3d 495.
5 III. Writ of Mandamus
In their final issue presented for review, Appellants assert that the trial court
committed error when it granted the Petitioners’ writ of mandamus.
The denial of a writ of mandamus is reviewed by the court of appeal applying an abuse of discretion standard. The trial court’s findings of fact in a mandamus action are reviewed for manifest error. Under a manifest error standard of review, this court can only reverse if it finds, based on the entire record, that there is no reasonable factual basis for the conclusions and that the fact finder is clearly wrong.
Questions of law, such as the proper interpretation of a statute, are reviewed by appellate courts under the de novo standard of review, and the appellate court is not required to give deference to the lower court in interpreting a statute.
Zillow, Inc. v. Taylor, 21-739, p. 4 (La.App. 3 Cir. 3/30/22), 350 So.3d 550, 554
(citations omitted).
ISSUE PRESENTED FOR REVIEW- NUMBER ONE
Appellants assert, in their first issue presented for review, that the trial court
erred in overruling their peremptory exception of nonjoinder of indispensable parties.
According to Appellants, Habibi Shriners and Shriners International were
indispensable parties because considerable rulings could be made that directly
granted relief to Habibi Shriners and Shriners International based on numerous rules,
by-laws, and regulations governing those parties.
Under La.Code Civ.P. 641, A person shall be joined as a party in the
action when either:
(1) In his absence complete relief cannot be accorded among those already parties.
(2) He claims an interest relating to the subject matter of the action and is so situated that the adjudication of the action in his absence may either:
(a) As a practical matter, impair or impede his ability to protect that interest.
6 (b) Leave any of the persons already parties subject to a substantial risk of incurring multiple or inconsistent obligations.
This court, in Johnson v. Strange, 21-12, pp. 3-4 (La.App. 3 Cir 6/9/21), 323
So.3d 444, 446, quoting Two Canal Street Investors, Inc. v. New Orleans Building
Corp., 16-825 (La.App. 4 Cir. 9/23/16), 202 So.3d 1003, stated the following:
[P]ursuant to Article 641: “Parties needed for just adjudication in an action are those who have an interest relating to the subject matter of the action and are so situated that a complete and equitable adjudication of the controversy cannot be made unless they are joined in the action.” The court continued, noting: “A person should be deemed to be needed for just adjudication only when absolutely necessary to protect substantial rights.” Id. at 1012.
The Johnson court went on to state, “[w]hen considering whether a party is
needed, the court must conduct ‘an analysis of the interests of the joined and
nonjoined parties’ and determine whether the action can proceed to judgment,” Id.
at 466 (citing Lowe’s Home Constr., LLC v. Lips, 10-762 (La.App. 5 Cir. 1/25/11),
61 So.3d 12, writ denied, 11-371 (La. 4/25/11), 62 So.3d 89).
In the case before us, Appellants contend that Habibi Shriners and Shriners
International are indispensable parties. This litigation involves a writ of quo
warranto and a writ of mandamus. Regarding the writ of quo warranto, “[i]n a
petition for quo warranto, the only parties ‘necessary’ are those claiming or vying
for the office at issue.” Smith v. Cannon, 43,964, p. 3 (La.App. 2 Cir. 1/28/09), 2
So.3d 1227, 1230. Here, neither Habibi Shriners nor Shriners International are vying
for the offices at issue. Thus, the trial court did not abuse its discretion denying
Appellants’ exception as to the writ of quo warranto.
The writ of mandamus filed requested that Appellants turn over business
records, papers, and effects related to their role as former officers to the Habibi
Potentate, Kirby Vinson, and/or those designated by him or acting representatives of
the Club. While Habibi Shriners and Shriners International may be interested in the 7 result of this litigation, the absence of these two parties does not preclude any party
in these consolidated matters of complete relief nor does it subject any party to
potentially multiple or inconsistent obligations. Further, neither Habibi Shriners nor
Shriners International will endure a derogation of rights as a result of this litigation.
Interest in the result of a litigation does not make a party indispensable. Therefore,
we find that the trial court did not abuse its discretion denying Appellants’ exception
regarding the writ of mandamus accompanying the writ of quo warranto. Moreover,
Habibi Shriners is a party to one of the consolidated cases.
Accordingly, we find no abuse of discretion by the trial court in denying
Appellants’ exception regarding the writ of mandamus, and this issue presented for
review is without merit.
ISSUE PRESENTED FOR REVIEW-NUMBER TWO
In their second issue presented for review, Appellants contend that the trial
court erroneously granted the writ of quo warranto. They argue that the record
clearly shows they satisfied their burden of proof demonstrating they had authority
to represent themselves as officers and directors of the Club and Holding
A writ of “quo warranto” directs an individual to show cause by what authority he claims or holds office. La. C.C.P. art. 3901. A writ of “quo warranto” serves the narrow function of preventing the usurpation of office or of powers. [State ex rel Palfrey v. Simms, 152 So. 395 (La.App.1934)]. Unlike a mandamus, a writ of “quo warranto” is not an order directing the defendant to perform (or to cease performing) a certain act; rather, it is an order directing the defendant to show by what authority he or she is acting. La. C.C.P. art. 3901, Official Comment (e).
In a “quo warranto” action, the defendant has the burden of showing by what authority he or she claims to hold office. In re Interdiction of Vicknair, 2001-0902, p. 4 (La.App. 1 Cir. 6/21/02), 822 So.2d 46, 50. If the court finds that burden is not met (“i.e.”, that the defendant is claiming or holding office without authority), it is required to render judgment forbidding him or her from doing so. La. C.C.P. art.
8 3902. The court may also render judgment declaring who is entitled to office and, when necessary, directing an election be held. Id.
Crutcher v. Tufts, 04-653, pp. 6-7 (La.App. 4 Cir. 2/16/05), 898 So.2d 529, 533
(alterations in original).
Present in the record is the May 18, 1987 amendments of the 1961 Articles of
Incorporation of the Holding Corporation. Article VIII, §8.1 of that 1987
amendment, entitled “Officers and Directors,” states, “[t]he affairs and business of
this Corporation shall be managed and conducted by a Board of Directors, consisting
of . . . the persons who occupy the position of official Officers of the Evangeline
Shrine Club . . . and the immediate Past President of the Evangeline Shrine Club.”
Evidence in the record also establishes that the bylaws of the Holding
Corporation were adopted by resolution also on May 18, 1987. Article III, paragraph
3.1 of those bylaws echoes the Articles of Incorporation, as amended in 1987, stating
that “[t]he affairs and business of the Corporation shall be managed and conducted
by a Board of Directors, consisting of . . . the official officers of the Evangeline
Shrine Club. . . and the Past President of the Evangeline Shrine Club.” Further,
Article IV of those bylaws notes that the officers of the Club will hold those same
offices in the Holding Corporation.
Appellants, as defendants to the writ of quo warranto, had the burden of
showing by what authority they claimed to hold office with the Holding Corporation.
Given the congruence of officers/directors of the Club and Holding Corporation,
Appellants attempted to carry that burden by pointing to evidence that they were
validly elected as officers of the Club in the form of minutes from meetings of the
Club held on October 17, 2022, wherein nominations for officers were made, and on
November 21, 2022, wherein election of officers transpired. Of consequence, those
9 minutes note only eight members were in attendance via telephone or video
conference.
Appellants contend that because they have presented evidence of their valid
election as officers of the Club, they are necessarily officers and directors of the
Holding Corporation per its Articles of Incorporation and bylaws.
The bylaws of the Club, dated March 16, 1987, in Article IV, paragraphs 4.4
– 4.6, state (emphasis added):
4.4 The annual stated meeting of the Club shall be held in December of each year for purpose of electing and installing officers. Installation of newly elected officers of the Club shall take place as soon after their election as practical; all officers shall remain in office until their successors have been duly elected and installed or appointed as provided for hereinafter in Article VIII, paragraph 7.4.
4.5 The annual stated meeting of the Club shall also constitute the annual meeting of the members of the Evangeline Club Holding Corporation, which shall be held immediately following the annual stated meeting of the Club.
4.6 The annual stated meeting of the Club shall also constitute the annual meeting of the Directors of the Evangeline Club Holding Corporation, which shall be held immediately following the annual stated meeting of the Club and immediately following the annual stated meeting of the Evangeline Club Holding Corporation.
In Morris v. Thomason, 28,238 (La.App. 2 Cir. 4/8/96), 672 So.2d 433, writ
denied, 96-1383 (La. 9/13/96), 679 So.2d 105, our sister court found the election of
a board of directors was invalid because they had been elected at a meeting of a
different type and at a different time specified to in the corporation’s governing
documents.
Here, Appellants contend they were validly elected as evidenced by minutes
from these meetings. However, these meetings were not designated as the annual
meetings, and secondly, were held in October and November of 2022 when the
bylaws of the Club specified that elections can only be held at the Club’s annual
10 meeting held in December. Thus, when reading the applicable bylaws of the Club,
we find that Appellants’ argument is misguided, and lacks merit.
Additionally, Article V, paragraph 5.4 of the Club bylaws states that
(emphasis added): “Fifteen (15) members shall constitute a quorum at any meeting
of the club.” The Club’s requirements for a quorum are consistent with that of the
Holding Corporation’s Articles of Incorporation Article IX, §9.4 which state, “No
business shall be transacted at any regular or special meetings of the membership
unless a quorum is present. A quorum shall consist of fifteen (15) members of this
Corporation present in person.” The quorum of fifteen (15) is also consistent with
the Holding Corporation’s bylaws, which state in Article VI, paragraph 6.6,
(emphasis added), “[n]o business shall be transacted at any regular or special
meetings of the membership unless a quorum is present. A quorum shall consist of
fifteen (15) members of this Corporation in person.”
We note the minutes in the record from the October 17, 2022 meeting,
wherein nominations for officers were made, and the November 21, 2022 meeting,
wherein election of officers transpired, show that only eight members were in
attendance. Accordingly, the evidence in the record indicates that a quorum was not
present at these meetings of the Club when Appellants were nominated and elected.
Thus, we find that Appellants were not validly elected as officers/directors of the
Club or the Holding Corporation.
Moreover, and regardless of the clear failure of Appellants to adhere to the
Club’s bylaws, for Appellants to be validly elected as officers of the Club, the record
further indicates that even if they were elected officers by a valid election prior to
February 10, 2023, the undisputed evidence shows that they were removed as
officers of the Club and Holding Corporation by Potentate Kirby Vinson on that date
of February 10, 2023. 11 Therefore, we next review the validity of Potentate Vinson’s actions. The
Holding Corporation’s Articles of Incorporation, as amended in 1987, state in
Article XI, §11.2, “This Corporation shall be subject at all times to control by the
Evangeline Shrine Club, which is a part of Habibi Temple, A.A.O.N.M.S., of Lake
Charles, Louisiana, and the Imperial Council of the Ancient Arabic Order of the
Nobles of the Mystic Shrine for North America.”
This Article makes it absolutely clear that the Holding Corporation was
subject to control by the Club. Article I, Paragraph 1.1 of the Club’s Bylaws state
that the Club “shall be conducted in conformity with the By-Laws and Edicts of
Habibi Temple, A.A.O.N.M.S., of Lake Charles, Louisiana . . . and the Imperial
Council of the Ancient Arabic Order of the Nobles of the Mistic Shrine for North
America.” Thus, we find that the Club, and by extension, the Holding Corporation,
are subject to the bylaws and edicts of the Habibi Shriners and Shriners International.
Additionally, Shriners International Bylaws, ARTICLE 37, §337.9(C)(3),
entitled Shrine Club Holding Corporation, in pertinent part, (emphasis added), states,
“[t]he potentate shall have power to remove from office in the corporation or
association any director or managing officer for disobedience of his orders or for any
violation of temple bylaws with respect to the conduct of the affairs of the
corporation or association.”
Here, the evidence shows that on February 10, 2023, Potentate Vinson
decided and resolved that “the current Officers and Directors of Evangeline Club are
hereby recognized and confirmed as having been dismissed and removed from such
offices.” Thus, this removal resolution by Potentate Vinson effectively and
immediately removed Appellants as directors and officers of the Club and Holding
Corporation. 12 Accordingly, we agree with the trial court that Appellants failed to carry their
burden to demonstrate that they had any authority to represent themselves as officers
and directors of the Club and Holding Corporation. As such, we find no error in
granting the Plaintiffs/Appellees’ writ of quo warranto in this matter by the trial
court; and thus, we find this assignment of error is without merit.
ISSUE PRESENTED FOR REVIEW-NUMBER THREE
The third issue presented for review by Appellants is that the trial court
improperly went beyond the legal limitations allowed under the law when it ruled
that all actions taken by them in their capacity as officers and/or directors of the Club
and/or the Holding Corporation since at least February 10, 2023 were found to be
without effect, notably the amendment of the Holding Corporation’s Articles of
Incorporation and Bylaws. Appellants argue that there is nothing within a quo
warranto that allows the court to reverse various actions taken while they were
validly holding office.
In brief, Appellants discuss the merits of the trial court’s findings that the Club
was dissolved, and, as such, Appellants were not on the board of directors of the
Holding Company, therefore Appellants had no authority to amend the Holding
Company’s Articles of Incorporation and Bylaws. While the trial court may have
stated or written such reasons for its judgment, those reasons are immaterial.
“[T]the district court’s oral or written reasons for judgment form no part of the judgment, and that appellate courts review judgments, not reasons for judgment.” Bellard v. American Cent. Ins. Co., 2007–1335 p. 25 (La.4/18/08), 980 So.2d 654, 671; Greater New Orleans Expressway Commission v. Olivier, 2002–2795 p. 3 (La.11/18/03), 860 So.2d 22, 24 (“Appeals are taken from the judgment, not the written reasons for judgment.”); La. C.C.P. arts. 1918, 2082 and 2083. Judgments are often upheld on appeal for reasons different than those assigned by the district judges. “The written reasons for judgment are merely an explication of the trial court’s determinations. They do not alter, amend, or affect the final judgment being appealed. . . .” State in the Interest of Mason, 356 So.2d 530, 532 (La.App. 1 Cir.1977).
13 Wooley v. Lucksinger, 09-571, pp. 77-78 (La. 4/1/11), 61 So.3d 507, 572.
Here, after de novo review in Issue Presented for Review Number Two
hereinabove, we found that Appellants failed to carry their burden of proof
demonstrating they had authority to represent themselves as officers and directors of
the Club and Holding Corporation. This court and the trial court’s basis for reaching
this same conclusion is immaterial as the judgment appealed from in this matter
states, “Gerard Hebert, Daniel Hebert, John Doucet, and Ryan Cormier[] failed to
satisfy their burden to demonstrate they have authority to represent themselves as
officers and directors of Evangeline Shrine Club and/or Evangeline Shrine Club
Holding Corporation since at least February 10, 2023.” While the date does coincide
with evidence in the record as to when Potentate Vinson removed Appellants as
officers and appointed new officers and board members to the Club and Holding
Corporation, the basis for the trial court’s use of that date is not in the judgment, and,
as such, not at issue.
Further, the judgment states that “the actions taken by [Appellants] in their
capacity as officers and/or directors of Evangeline Shrine Club and/or the
Evangeline Shrine Club Holding Corporation to amend by-laws or articles of
incorporation of those entities were without proper authority.” Again, we find no
error in this aspect of the judgment.
Additionally, and regardless of whether Appellants carried their burden to
prove they were validly holding office/officers and on the board of directors for the
Holding Corporation, which we find above they have not, evidence in the record of
the April 17, 2023 meeting states that only eight of nineteen members were present
on a “Zoom video conference phone call.” At that April meeting, the eight members
voted to allow amendment to the Holding Corporation’s Articles of Incorporation
and bylaws. This action was clearly invalid as the Holding Corporation’s Articles 14 of Incorporation Article IX, §9.4 states (emphasis added), “No business shall be
transacted at any regular or special meetings of the membership unless a quorum is
present. A quorum shall consist of fifteen (15) members of this Corporation present
in person.”
The members at the April meeting not only failed to reach the required fifteen
members quorum, but also failed to have the eight members participating in the
meeting be “present in person.” Accordingly, no member was validly authorized to
take any action or to amend the Holding Corporation’s Articles of Incorporation or
bylaws by any business transacted at that April meeting.
Additionally, according to filings with the Louisiana Secretary of State, the
Holding Corporation purportedly changed the Holding Corporation’s name to the
Evangeline Masonic Club Holding Corporation with the date of said name change
being May 30, 2023, and the manner of adoption being “UNANIMOUSLY
APPROVED BY SHAREHOLDERS.” For the same reasons related above to a lack
of quorum, any business conducted at the May 30, 2023 meeting was also invalid,
as only six members were present and, again, their presence was not in person.
In summary, we find there is no evidence in the record that Appellants were
the valid officers/directors of the Holding Corporation at the time of the amendments,
and, moreover, the evidence in the record shows that no quorum was present at the
Holding Corporations’ meetings of April and May of 2023 wherein the Holding
Corporations’ Articles of Incorporation and bylaws were purportedly amended.
Accordingly, we find no error in the trial court’s judgment, and we find no merit to
this issue presented for review by Appellants.
15 ISSUE PRESENTED FOR REVIEW-NUMBER FOUR
In their final issue presented for review, Appellants argue that the trial court
committed error when it granted the Petitioners’ writ of mandamus. According to
Appellants, the trial court ordered them to immediately deliver all business records,
papers, assets and effects related to their roles as officers and/or directors of the Club
and/or the Holding Corporation to a nonparty, Habibi Shriners, Potentate Kirby
Vinson, and/or those designated by him or acting representatives of Evangeline
Shrine Club and Evangeline Shrine Club Holding Corporation, all of which is
outside the legal scope of the legal limitations of a quo warranto ruling and beyond
the authority allowed by the Louisiana Code of Civil Procedure.
“An appellate court reviews a trial court’s judgment denying a writ of mandamus under an abuse of discretion standard.” Stevens Constr. & Design, L.L.C. v. St. Tammany Fire Prot. Dist. No. 1, 19-955, pp. 8-9 (La.App. 1 Cir. 7/8/20), 308 So.3d 724, 731, writ denied, 20- 990 (La. 11/4/20), 303 So.3d 652. Additionally, “[f]indings of fact regarding whether to issue a writ of mandamus are subject to the manifest error standard of review.” Hess v. M & C Ins., Inc., 14-962, p. 3 (La.App. 3 Cir. 2/11/15), 157 So.3d 1200, 1203. Under a manifest error standard of review, this court can only reverse if it finds, based on the entire record, that there is no reasonable factual basis for the factual finding and that the fact finder is clearly wrong. Stobart v. State, through DOTD, 617 So.2d 880 (La.1993).
Zillow, Inc. v. Bealer, 21-545, p. 6 (La.App. 3 Cir. 2/2/22), 333 So.3d 854, 859, writ
denied, 22-378 (La. 5/10/22), 337 So.3d 908.
“When the court finds that a person is holding or claiming office without
authority, the judgment shall forbid him to do so. It may declare who is entitled to
the office and may direct an election when necessary.” La.Code Civ.P. art. 3902.
Here, we upheld the trial court’s determination that Appellants failed to carry their
burden of proving that they had authority to represent themselves as officers and
directors of the Club and Holding Corporation. As such, the trial court, per article
3902 “may declare who is entitled to the office.” Here, the trial court failed to
16 declare any such officers to succeed Appellants. However, this lack of declaration
by the trial court in its judgment is not dispositive of this issue presented for review.
“Mandamus is a writ directing a public officer, a corporation or an officer
thereof, or a limited liability company or a member or manager thereof, to perform
any of the duties set forth in Articles 3863 and 3864.” La.Code Civ.P. art. 3861. “A
writ of mandamus may be issued in all cases where the law provides no relief by
ordinary means or where the delay involved in obtaining ordinary relief may cause
injustice.” La.Code Civ.P. art. 3862. “A writ of mandamus may be directed to . . . a
former officer or his heirs to compel the delivery of the papers and effects of the
office to his successor.” La.Code Civ.P.art. 3863.
A writ of mandamus may be directed to a corporation or an officer thereof to compel either of the following:
(1) The holding of an election or the performance of other duties required by the corporation’s articles of incorporation or bylaws, or as prescribed by law.
(2) The recognition of the rights of the corporation’s members or shareholders.
La.Code Civ.P.art. 3864(A).
Appellants further argue that there is no evidence in the record that
Petitioners are officers of the Holding Corporation. As such, according to
Appellants, the trial court erred, by law, in using La.Code Civ.P. arts. 3861-
3864 to order them to immediately deliver all business records, papers, assets
and effects related to their roles as officers and/or directors of the Club and/or
the Holding Corporation to Habibi Temple, a non-party, or Petitioners, as non-
members of the Holding Corporation because none of those Articles apply.
After a review of the record, we find evidence in the record shows that
Petitioners are in fact the officers of the Club and directors of the Holding
Corporation. As we noted and found in Issue Presented for Review Number Two, 17 the Club, and by extension, the Holding Corporation, are subject to the bylaws and
edicts of the Habibi Shriners and Shriners International.
Additionally, Shriners International Bylaws, ARTICLE 37, §337.3 Control.
states, “[t]he Shrine club is under the control of the Potentate of the authorizing
temple.”
Here, the authorized temple is the Habibi Temple, and its potentate is Kirby
Vinson. Accordingly, the Club, and by extension, the Holding Corporation is under
the control of Potentate Vinson of Habibi Temple.
On February 10, 2023, Potentate Vinson, of the Habibi Temple, resolved that
“the current Officers and Directors of Evangeline Club are hereby recognized and
confirmed as having been dismissed and removed from such offices.” Potentate
Vinson further resolved “the following persons are hereby appointed as the Directors
of the Evangeline Shrine Club, A.A.O.N.M.S., effective 9 a.m. on February 10, 2023:
William K. Powell
Thomas Kussmann
James Harvey Smith, Jr.
Joe Kendall Powell, Jr.
David Hyatt
William Sanders
Milton Wisby”
Next, Potentate Vinson resolved “the following persons are hereby appointed
as the Officers of the Evangeline Shrine Club, A.A.O.N.M.S., effective 9 a.m. on
February 10, 2023:
President: William K. Powell
First Vice President: Thomas Kussmann
Second Vice President: James Harvey Smith, Jr. 18 Secretary: Joe Kendall Powell, Jr.
Treasurer: David Hyatt
Seargent-at-Arms: William Sanders
Immediate Past Potentate: Milton Wisby”
Potentate Vinson then resolved “the following persons are hereby appointed
as the Directors of the Evangeline Shrine Club Holding Corporation, effective 9 a.m.
on February 10, 2023:
Finally, Potentate Vinson resolved “the following persons are hereby
appointed as the Officers of the Evangeline Shrine Club Holding Corporation,
effective 9 a.m. on February 10, 2023:
Second Vice President: James Harvey Smith, Jr.
Secretary: Joe Kendall Powell, Jr.
19 Given the control vested to Potentate Vinson over the Club, as granted by
Shriners International Bylaws, the evidence in the record supports and mandates this
court find that Petitioners are the current officers of the Club and directors and
officers of the Holding Corporation. The resolutions made by Potentate Vinson
specifically appoint Petitioners as the officers/directors of the Club and Holding
Additionally, pursuant to La.Code Civ.P. art. 3863, a writ of mandamus can
direct former officers, here Defendants, to deliver papers and effects of their former
office to their successor, here the Petitioners. As such, we find the record supports
and find no error by the trial court in ordering Appellants to immediately deliver all
business records, papers, assets and effects related to their previous roles as members,
officers and/or directors of the Evangeline Shrine Club, and/or the Evangeline Shrine
Club Holding Corporation, (a/k/a and now the “Evangeline Masonic Club Holding
Corporation”), to Petitioners, the acting representatives of the Club and Holding
DECREE
Appellants, Gerard Hebert, John Doucet, Ryan Cormier, and Daniel Hebert
present four issues for review. We find no merit to any of the issues presented. As
such, we affirm the trial court’s judgment denying Appellants’ peremptory exception
and granting Appellees’ Writ of Quo Warranto and Writ of Mandamus ordering
Appellants, Gerard Hebert, John Doucet, Ryan Cormier, and Daniel Hebert, to
immediately deliver all business records, papers, assets and any effects related to
their previous roles as members, officers and/or directors of the Evangeline Shrine
Club, and/or the Evangeline Shrine Club Holding Corporation, (a/k/a or now the
“Evangeline Masonic Club Holding Corporation”), to Petitioners, William K.
20 Powell, Thomas Kussmann, and David Hyatt, the acting representatives of the
Evangeline Shrine Club, and/or the Evangeline Shrine Club Holding Corporation.
Costs of these proceedings, including this appeal, are assessed to Gerard
Hebert, John Doucet, Ryan Cormier, and Daniel Hebert.
AFFIRMED.