STATE OF LOUISIANA COURT OF APPEAL, THIRD CIRCUIT
15-68
FAIRFIELD PENTECOSTAL CHURCH
VERSUS
ELWOOD JOHNSON, ET AL.
**********
APPEAL FROM THE THIRTY-FIFTH JUDICIAL DISTRICT COURT PARISH OF GRANT, NO. 22990 HONORABLE WARREN DANIEL WILLETT, DISTRICT JUDGE
ULYSSES GENE THIBODEAUX CHIEF JUDGE
Court composed of Ulysses Gene Thibodeaux, Chief Judge, Billy Howard Ezell, and Shannon J. Gremillion, Judges.
AFFIRMED.
Bobby L. Culpepper Culpepper & Carroll, PLLC 525 East Court Avenue Jonesboro, LA 71251 Telephone: (318) 259-4184 COUNSEL FOR: Plaintiff/Appellant - Fairfield Pentecostal Church
Edward Larvadain, Jr. 626 Eighth Street Alexandria, LA 71301 Telephone: (318) 445-6717 COUNSEL FOR: Defendants/Appellees - Elwood Johnson and Billie Nell Johnson Oaks THIBODEAUX, Chief Judge.
The plaintiff, Fairfield Pentecostal Church, Inc., appeals a judgment
of the trial court establishing the voting membership of the Church as of a date
certain. Finding no manifest error on the part of the trial court, we affirm the
judgment.
I.
ISSUES
We must decide whether the trial court manifestly erred in
establishing the voting membership of the Church as of a date certain.
II.
FACTS AND PROCEDURAL HISTORY
The Pentecostal church in Grant Parish began its existence in the
1940’s with the conveyance of two adjacent tracts of land from A.C. and Bessie
Johnson to the Pentecostal Assemblies of Jesus Christ of Black Creek and Fairfield
Communities. In March 2009, the church became independent of the Pentecostal
Assemblies and incorporated itself under the non-profit corporation laws of
Louisiana as Fairfield Pentecostal Church, Inc. In August 2010, the church’s
pastor, Reverend Elmer Mundy, sought the church’s approval of Reverend Darrell
Franks as his successor due to Reverend Mundy’s progressing age and disability.
Whether Reverend Franks was approved or voted in as the pastor, or as the
assistant to the pastor, is indeterminable from the record on appeal. He did,
however, assume the duties of pastor in 2010, and the church subsequently split
into two factions. There are allegations of intimidation and threats on both sides. In early November 2013, Reverend Mundy and two individuals from
the original pre-incorporated church purported to sell the church property for
$1,000.00 and other consideration to Elwood Johnson and his sister Billie Nell
Johnson Oaks (hereafter, “Johnson heirs” or “Johnsons”), 1 the heirs of the
deceased A.C. and Bessie Johnson. The property was initially conveyed to the
church with the condition that it revert to the Johnson heirs if the church
disorganized. The November 2013 conveyance attempted to invoke the
reversionary clause, declaring that the original church was no longer in existence
and that the Johnson heirs were the present owners. The Johnsons constructed a
fence and gate in front of the church property, removed records, and boxed up
Reverend Franks’ personal property, ostensibly for the purpose of protecting the
property for the congregation and the community. In late November 2013, the
subject suit, No. 22,990, was filed in the trial court on behalf of the incorporated
church, without including the name of the individual representative filing on behalf
of the church. In suit No. 22,990, the church sought to be maintained in possession
of the property, and it sought a preliminary and permanent injunction and damages
against the Johnsons for erecting the fence and preventing open access to the
buildings.
The Johnsons filed an exception of subject matter jurisdiction,
asserting that Reverend Franks had actually brought the suit in his capacity as
pastor, that he was never duly elected as pastor, and that he had no real right in the
property at the time of its disturbance. The Johnsons argued that whether Darrel
Franks was pastor was an ecclesiastical issue which could only be decided by the
1 Elwood Johnson resided in California; Billie Nell Johnson Oaks still lived in the Fairfield community and had attended the church within the last two years.
2 church members. At the December 2013 hearing, without deciding who was
pastor, the trial court denied the exception as to jurisdiction, stating that the court
could determine non-ecclesiastical matters. The trial court granted the injunction
to the extent that the gates were to be unlocked for church attendance at all of the
specific regular meeting times previously enjoyed. The trial court also ordered that
the records be returned. Pretrial and status conferences followed. The defendants
and members of the anti-Franks faction allegedly appeared at a Wednesday night
prayer meeting and held a business meeting, voting Reverend Franks out and
voting Reverend Mundy in as pastor. The Franks followers at the prayer meeting
did not participate.
Reverend Franks filed a petition to intervene in the suit, attempted to
add a third defendant, attacked the cash sale to the Johnsons, attacked the business
meeting as improperly held, and sought to be restored as pastor. The defendants
excepted to the intervention as improperly adding a party, improperly using
summary proceedings, and improperly cumulating actions; and they reconvened
against Reverend Franks stating that he was never elected as pastor but only as
helper to Pastor Mundy.
The defendants asserted that Reverend Mundy, reclaiming his pastoral
leadership in order to end the dispute, had presided over the videotaped December
2013 business meeting, and that he properly adhered to the procedures required by
the charter. The defendants further alleged that Reverend Franks had bullied and
abused members from the pulpit who disagreed with him, that he treated church
funds as his own, that he moved $40,000.00 into an account that only he and his
daughter (as church secretary) could access, that attendance fell by eighty-five
percent, and that those who remained were mostly from Winn Parish where
3 Reverend Franks resided. At some point between the December 2013 business
meeting and the defendants’ February 2014 exceptions and reconvention,
Reverend Mundy passed away.
In February 2014, Reverend Franks filed another original “petition,”
on behalf of himself and the church, in the same suit number, No. 22,990, wherein
he named the third defendant that he had added in his intervention, plus three more
defendants. He improperly revised the heading to include himself as plaintiff and
to include the four new named defendants without leave and without seeking
permission to do so. The petition re-asserted the allegations from the intervention
and alleged that the four added defendants had illegally amended the articles and
bylaws, designating Reverend Mundy as registered agent, and designating
themselves as officers and trustees––James Finch as President; Robert Wyatt,
Kenneth Wyatt, and Jamie Hyde as trustees.
In March 2014, following a February 26 phone conference with the
parties’ attorneys, the trial judge issued an order providing that, as no one denied
that the church had been in possession of the property for over a year prior to the
alleged disturbances, the church would be maintained in possession of the legally
described immovable property. He further ordered that the Johnsons had sixty
days to file a petitory action asserting title to the property; that Reverend Franks be
recognized as pastor until further order by the court or proper vote by the church
membership; that the parties through counsel exchange within five days their
respective lists of members; that within five days of the exchange, the respective
attorneys complete a list of members objected to with reasons for each objection;
and that the attorneys attempt to determine the correct membership. Finally, the
order scheduled a hearing date to determine membership if no agreement could be
4 reached. The order specifically stated that the court’s involvement in determining
the voting membership would be limited to non-ecclesiastical facts.
The hearing for determination of membership, initially scheduled for
March, was finally held on May 23, 2014. After receiving six lists into evidence
and hearing testimony from members of both factions, the trial court declared that
the names on the plaintiff’s exhibit B2 and the defendants’ exhibit D-23 constituted
the current voting membership, minus the names of those who were now deceased
or under-aged, plus the names of the five initial trustees on the corporate
documents, who were also considered to be members. That judgment was
rendered on June 11, 2014. The plaintiff appealed, and it is this judgment which is
currently under review.
III.
STANDARD OF REVIEW
An appellate court may not set aside a trial court’s findings of fact in
the absence of manifest error or unless it is clearly wrong. Stobart v. State,
Through DOTD, 617 So.2d 880 (La.1993); Rosell v. ESCO, 549 So.2d 840
(La.1989). A reviewing court must keep in mind that if a trial court’s findings are
reasonable based upon the entire record and evidence, an appellate court may not
reverse said findings even if it is convinced that had it been sitting as trier of fact it
would have weighed that evidence differently. Housely v. Cerise, 579 So.2d 973
(La.1991). The basis for this principle of review is grounded not only upon the
2 The plaintiff’s exhibit B listed twenty-two names that Reverend Franks had obtained in early November 2013 before suit was filed. 3 The defendants’ exhibit D-2 contained copies of three pages from the church’s “Resident Membership Roll” book that was not in use during Reverend Franks’ term as pastor; it contained fifty-three names.
5 better capacity of the trial court to evaluate live witnesses, but also upon the proper
allocation of trial and appellate functions between the respective courts. Canter v.
Koehring Co., 283 So.2d 716 (La.1973).
IV.
LAW AND DISCUSSION
The matter that we are called upon to decide in this case is the
authority of the trial court to establish the voting membership who are eligible to
vote on whether to retain or dismiss Reverend Franks. There have been procedural
problems in the case, as explained in the trial court’s per curium opinion to this
court in the appellant’s preceding writ application, No. 14-810, which we denied in
favor of the current appeal. The per curium opinion, attached correspondence and
proposed orders, in connection with agreements by the parties, clarify the
procedural background of the case and have been made a part of the record on
appeal. Thus, we take judicial notice of the procedural issues discussed in the trial
court’s per curium opinion as supported in the record and raised by the plaintiff.
The overriding question in this appeal, and in the trial court’s request
for guidance, is whether the matters in dispute are ecclesiastical in nature and,
therefore, beyond the reach of the courts, or whether they are within the
jurisdiction of the courts. We find that the issues here involved are not
ecclesiastical in nature and that the trial court can order that a special membership
meeting be held and can establish the voting membership for that meeting.
General Law
The First Amendment to the United States Constitution provides: “Congress shall make no law respecting an establishment of religion, or prohibiting the
6 free exercise thereof.” A similar provision is contained in article 1, section 8 of the 1974 Louisiana Constitution, which provides: “No law shall be enacted respecting an establishment of religion or prohibiting the free exercise thereof.” These constitutional provisions forbid governmental interference with religious freedom. “Civil courts are prohibited from interfering in the ecclesiastical matters of a religious group, that is, in matters concerning religious discipline, faith, rule, custom or law.” LeBlanc v. Davis, 432 So.2d 239, 241 (La.1983). However, when a court is asked to determine whether church members complied with the procedures set out in the church’s bylaws when it conducted an election, ecclesiastical matters are not at issue. Id.
Ambush v. Mount Zion Baptist Church, Inc., 11-1028, pp. 4–5 (La.App. 3 Cir.
2/22/12), 88 So.3d 1077, 1080-81. 4 Additionally, Louisiana law, specifically
including the non-profit corporation statutes in Title 12, Chapter 2, of the
Louisiana Revised Statutes, provides remedies to churches in resolving such
disputes. See La.R.S. 12:207–12:269.
Our jurisprudence has long held that interpreting the articles and
bylaws of religious corporations in conjunction with state law is within the
province of the court. In the 1983 Louisiana Supreme Court case cited by Ambush
above, the Leblanc court reversed the appellate court and reinstated the trial court’s
judgment, finding that the trial court had subject matter jurisdiction to determine
that the pastor was properly removed by majority rule, pursuant to the church’s
founding resolutions, and to grant injunctive relief under La.Code Civ.P. art. 3601
where the dismissed pastor refused to relinquish his pastoral duties. The supreme
court agreed with the trial court’s interpretations of the founding resolutions of the
church but stated that, even if the resolutions did not provide for removal by
4 In Ambush, 88 So.3d 1077, this court affirmed the trial court’s appointment of a special master to orchestrate a special election and affirmed the trial court’s grant of a preliminary injunction allowing church members access to the church until the special election was had.
7 majority rule, the “neutral principles of law” approach for resolving non-
ecclesiastical church disputes would call for a majority rule. LeBlanc v. Davis, 432
So.2d at 242.
In Rose Hill Baptist Church v. Jones, 425 So.2d 348 (La.App. 3 Cir.
1982), this court reversed the trial court’s refusal to adjudicate a dispute where the
church sought injunctive relief against a pastor who would not relinquish his duties
or the church funds and records. In overturning the exception of jurisdiction and
remanding to the trial court, this court quoted Fluker Community Church v.
Hitchens, 419 So.2d 445 (La.1982). There, the court stated that “[r]efusal to
adjudicate a dispute over property rights or contractual obligations, even when no
interpretation or evaluation of ecclesiastical doctrine or practice is called for, but
simply because the litigants are religious organizations, may deny a local church
recourse to an impartial body to resolve a just claim.” Fluker, 419 So.2d at 447.
In more recent decisions involving incorporated churches, the courts
determine disputes according to a church’s bylaws, its articles of incorporation,
and Louisiana’s non-profit corporation statutes. In Mount Gideon Baptist Church,
Inc. v. Robinson, 01-749 (La.App. 1 Cir. 2/15/02), 812 So.2d 758, writ denied, 02-
1229 (La. 6/21/02), 819 So.2d 1024, finding no remedy in the bylaws and articles
of incorporation, the court applied La.R.S. 12:222, 12:224, 12:227, 12:229, and
12:230 to adjudicate disputes between two factions of the church. This included
determining who had authority to call meetings and whether board elections and
pastor removal actions taken at those meetings were valid or invalid based upon
notice and the existence of a quorum. The trial court was also affirmed in its
granting of a permanent injunction barring the former pastor from interfering in
church affairs.
8 In Mount Zion Missionary Baptist Church v. Jones, 11-96 (La.App. 3
Cir. 2/1/12), 84 So.3d 674, this court affirmed the trial court’s judgment finding
removal of the pastor by the board of trustees effective, enjoining the pastor from
holding an election to change the composition of the board, and voiding the
election orchestrated by the pastor in violation of the court’s order. There, the
court discussed the bylaws, which provided two methods for removing a pastor, an
expression vote by the voting members of the church, or a special business meeting
called by the deacons and trustees. Where the bylaws defined the pastor as an
officer of the church, this court upheld the trial court’s decision to grant the church
a preliminary injunction based upon La.R.S. 12:225(E), which allows the board of
directors to remove an officer. The court discussed La.R.S. 12:222(A), which
authorizes the adoption of bylaws by a non-profit corporation, and La.R.S.
12:222(B), which provides that those bylaws “shall operate merely as regulations
among the shareholders or the members.” The court then stated:
The trial court based its decision that the church had made a prima facie showing sufficient to justify the grant of the preliminary injunction on La.R.S. 12:225(E). While we do note that the bylaws make other methods available for removal of a pastor, we do not find that those methods are exclusive.
Mount Zion Miss. Baptist Church, 84 So.3d at 679.
The jurisprudence historically indicates that a church’s bylaws and
articles of incorporation govern the church’s internal procedures. However, when
those procedures break down and the court is called upon to resolve the disputes,
the court will review the non-ecclesiastical issues and interpret the church’s
regulations in conjunction with applicable state law, some of which is permissive,
and some of which is mandatory.
9 A synthesis of the jurisprudence further indicates that courts very
carefully isolate the procedural claims and avoid allegations involving religious
doctrine. See Glass v. First Pentecostal Church of DeRidder, 95-1442 (La.App. 3
Cir. 6/12/96), 676 So.2d 724 (finding no subject matter jurisdiction over
defamation and emotional distress claims that pastor had harassed the plaintiffs by
observing their presence as “evil spirits in the congregation.” Id. at 734); Winbery
v. La. College, 13-339 (La.App. 3 Cir. 11/6/13), 124 So.3d 1212 (finding no
subject matter jurisdiction over defamation claim because determining whether
professors were teaching errant views required the court to delve into Baptist
theology).
In Chimney Ville Missionary Baptist Church of Garland v. Johnson,
95-819 (La.App. 3 Cir. 12/6/95), 665 So.2d 730, the court addressed the expulsion
of members procedurally without interfering in ecclesiastical matters. There, two
factions of the church were in dispute over relocating the church, which burned
down eight months into the dispute. The pastor and two newly installed officers
formed the pastor group, and six of the nine-deacon board members formed the
other group. The deacon board ratified a contractor agreement to rebuild the
church at its present location and assigned part of the insurance proceeds to the
contractor. The pastor group moved the money. Ultimately, both church groups
and the contractor filed for injunctive relief. The three suits were consolidated.
The pastor group asserted that three of the six deacons supporting the ratified
contract were ineligible to vote for failure to tithe. The trial court found in favor of
the deacon board.
10 The pastor group appealed, asserting that La.R.S. 12:218(A) and (C)5
legitimized the church’s requirements to divest the three deacons of their voting
rights. In affirming the trial court’s interpretation of the church’s articles of
incorporation, this court provided the following analysis of La.R.S. 12:218 in
conjunction with two of the church’s articles.
Indeed, Article VIII’s assessment and membership forfeiture scheme is sanctioned by La.R.S. 12:218; however, the statute’s unambiguous language confirms that its provisions pertain solely to the corporation’s members not to its directors. In fact, La.R.S. 12:218(C) specifically uses the terms “members” and “shareholders” interchangeably. In a like manner, Article VIII sets forth requirements for corporate membership exclusively; thus, individual directors need not comply with Article VIII’s assessment requirements to maintain their status as voting members of the deacon board. Instead, Chimney Ville’s directors are governed by the membership requirements set forth in Article IX which provides that, “The persons elected deacons of the church shall automatically become members of the Board of Directors.” (Emphasis added).
Despite appellants’ entreaty, Article VIII’s requirements for corporate membership cannot be superimposed onto Article IX’s board membership requirements. Upon this basis, we find that the FGS contract was duly ratified by a deacon board majority on September 18, 1994. The trial judge was correct in his interpretation of the church’s articles of incorporation.
Chimney Ville Miss. Baptist Church, 665 So.2d at 733.
5 A. Corporations may levy dues or assessments, or both, upon their members, but only in accordance with authority conferred either by the articles or the by-laws.
....
C. The articles or by-laws may include provisions for the cancellation of membership, and for the forfeiture of shares, upon reasonable notice, for nonpayment of dues or assessments, and for the reinstatement of membership or shareholder status.
La.R.S. 12:218 (in pertinent part) (emphasis added).
11 Thus, without interfering in the church’s tithing requirement itself, the
court interpreted the Chimney Ville church’s articles in conjunction with the
Louisiana statute raised by the appellant in support of its position. Similarly, in the
present case, the plaintiff argued that after the church split, members who stopped
tithing could not vote. The defendants, on the other hand, argued that that the
pastor was responsible for the split. Here also, without interfering in ecclesiastical
matters, the trial court analyzed the church’s regulations along with state law. We
turn now to the plaintiff’s asserted issue.
Determining the Voting Membership
The plaintiff/appellant asserts that the trial court erred in “freezing the
membership” at the May 2014 hearing, thereby preventing newer tithing members
from voting on whether to dismiss Reverend Franks as pastor of the church. The
plaintiff however admits in brief: “It was agreed that the Court had the authority to
determine the membership.” The agreement was based upon the failure of the two
factions to agree on who the members actually were. The record reveals that the
trial court did not “freeze” the membership, which would have been the equivalent
of ordering that no new members could be accepted into the church. Rather, as
discussed by the trial court in its per curium opinion to this court, the trial court
merely set the record date, or cut-off date, for the members who would be allowed
to vote at the special meeting in order to prevent each side from “stacking” the
membership in its favor after the suit was filed in November 2013. The trial
court’s concern was based upon allegations at pre-trial conferences that new
members were being brought in for purposes of litigation rather than for religious
reasons. Accordingly, the trial court ordered that only those whom the court
12 determined to be members prior to the filing of suit would be allowed to vote on
the dismissal of Reverend Franks.
We addressed this issue in First Union Baptist Church of Alexandria
v. Banks, 533 So.2d 1305 (La.App. 3 Cir. 1988). There, an original board of
directors filed suit to enjoin the pastor from continuing in his position. A newly
elected board intervened, alleging that the old board had been removed and that the
new board had authority to dismiss the suit. The trial court declared all prior
meetings null and void and ordered that a general membership meeting be called
by the Secretary of the church for the purpose of electing a new board of directors
with specific authority to remove the pastor. The trial court then imposed eleven
conditions for the upcoming procedures. This court found the church’s bylaws and
articles silent as to the removal of a board of directors/trustees and in conflict as to
the removal of a pastor. It, therefore, applied La.R.S. 12:224 and found that a new
board could be elected by a majority vote of the members, but the new board had
not provided evidence that it had complied with the notice requirements of La.R.S.
12:230. This court affirmed the trial court’s finding that the new board was not
duly and properly elected, and found the court-ordered election an equitable
solution.
One of the eleven conditions that the trial court in Banks imposed for
the election stated that only those over the age of eighteen who had been members
for at least six months would be eligible to vote at the membership meeting. This
condition became a major issue on appeal. This court affirmed that condition and
all other conditions imposed by the trial court, except for the requirement of in-
13 person voting, which this court found violative of La.R.S. 12:232(C)(1) under the
facts in Banks.6
Many years before Banks, the fourth circuit in State ex rel. Nelson v.
Ellis, 140 So.2d 194 (La.App. 4 Cir. 1962), adjudicated a dispute between two
factions of a Baptist church in New Orleans that had been organized under the non-
profit corporation statutes in 1919. There, the court consolidated three suits on
appeal. Initially, the plaintiffs alleged that a membership meeting, at which a
board of trustees was elected, was illegally called and held without a quorum. The
trial court found for the plaintiffs and ordered a new election. Meanwhile, the
defendants, comprised of the pastor, the church, and the illegally elected board of
trustees, amended the charter and adopted bylaws. The plaintiffs filed a second
suit to void those actions. The trial court voided the actions of the defendants but
did not enjoin them from administering church affairs. The defendants expelled
the plaintiffs and eighty other members from the church without notice, boycotted
the election, compelled the plaintiffs to hold the meeting on the sidewalk, and used
armed guards to physically force the expelled members from the church property.
The plaintiffs filed a third suit for a restraining order to permit them to attend
church and to void the expulsion proceedings as illegally carried out. The
restraining order was granted, and the plaintiffs attended church for approximately
six months.
Then, in dissolving the restraining order and denying a preliminary
injunction, the trial court applied the rules in the Hiscox Standard Manual for
Baptist Churches and found that the plaintiffs had not availed themselves of their
6 Under La.R.S. 12:232(C)(1), a procedure for proxy voting is mandated, if not prohibited by the articles or bylaws of the non-profit corporation, an issue that the trial court can determine based upon the articles and bylaws before it.
14 appeal remedies under the Hiscox Manual. It subsequently denied a rehearing,
stating that membership was an ecclesiastical matter. The defendants asserted that
the plaintiffs agreed to these rules when they became members of the church.
The fourth circuit disagreed, finding that the church was an
autonomous corporation under the laws of Louisiana, and that there was no
mention of the Hiscox Manual in the church’s charter when the expelled members
joined the church; it found that the Manual was improperly admitted into evidence.
The fourth circuit then set aside the judgments and remanded the case to the trial
court with instructions to order a meeting of the entire membership, including the
expelled members, for the purposes of electing a new board of trustees. The
meeting was to be called in accordance with the church’s charter and the non-profit
corporation laws, and not inconsistent with specified civil procedure articles
governing the authority to hold office.
Here, the trial court went to great lengths to obtain a membership list
that was equitable to both factions of the church. Both factions were given ample
time to prepare lists, and a special hearing was held on the issue on May 23, 2014.
The court accepted live testimony of long-time members and officers who verified
names on various lists entered as exhibits. Ultimately, the trial court accepted
three pages from a membership roll book from around 2008 on behalf of the
defendant faction, and it accepted a newer membership list that Reverend Franks
had obtained at a church meeting shortly before suit was filed in November 2013.
The trial court’s reasons for judgment stated:
On March 30, 2009, the Articles of Incorporation of Fairfield Pentecostal Church, Inc., were filed with the Louisiana Secretary of State.3 [7] Article V indicated that
7 Per the trial court’s footnote 3:
15 the Church was formed as a non-profit corporation, organized on a non-stock basis, and all members in good standing of Fairfield Pentecostal Church, an unincorporated association, shall become members of the corporation upon the adoption and recordation of the articles.4 [8] Articles VII and VIII established an initial Board of Trustees, which were required to be members of the Church and at least 21 years of age. The initial board consisted of: Bobby W. Newton, Michael Arledge, Kenneth Hyde, Alvin Mundy, and Tina Newton.5 [9]
. . . . Article II of the bylaws governs Membership. Section 3 indicates that: “[a]nyone who is eligible and accepts the foregoing obligations shall become a member of the church by registering his name and address with the pastor.” Article III, Section 7, sets forth the office of Secretary/Treasurer, who is charged with the responsibility of preserving “records of business proceedings and all other papers belonging to the church.”
Ms. Tina Newton testified that she became secretary/treasurer of the church in 2004. At that time, Reverend Alvin Mundy was pastor. Ms. Newton testified that the church maintained a membership roll, which members signed after being admitted, until sometime around 2008 when she stopped seeing the ledger used to record new members. Ms. Newton identified three pages as being copied from the membership roll book that had been used while she served as secretary/treasurer. Those pages were admitted into evidence as Defendant Exhibit 2. Ms. Newton testified that all of the people listed on Defendant Exhibit 2 had been admitted as members of the church. She indicated that some had passed away, but that to her knowledge, none had been formally disfellowshipped.
The Court was provided by counsel in a pretrial conference with a copy of the Articles of Incorporation and Bylaws. Neither document was introduced into evidence at any hearing. However, both were referred to by witnesses and counsel. The Court does not believe the contents of either are in dispute. The Court believes that the failure to introduce them into the record was an evidentiary oversight. 8 Per the trial court’s footnote 4: “The Articles were recorded on Apri17, 2009, in Registry Number: 83,648, Charter Book 10, Page 128, records of Grant Parish.” 9 Per the trial court’s footnote 5: “The clear wording of the articles reveals that these individuals, if living, are members of the church.
16 Ms. Newton . . . indicated that in 2012, she resigned as secretary/treasurer, and that Ms. Geni Wyatt took over those positions.
Reverend Darryl Franks testified that he was called to be the pastor of the church in August of 2010. Reverend Franks indicated that he was not aware of a membership roll when he began attending in January of 2010. Reverend Franks testified that in October of 2013, he was approached by some un-named person in the church parking lot who told him he needed to leave the church. Reverend Franks testified that as a result of that incident, he called a business meeting of the church, at which time the members present at the meeting registered their names and addresses. This list was introduced as Exhibit B. Ms. Tina Newton testified that all of those persons named on Exhibit B were in fact members of the church.
Reverend Franks has argued that most of the names of people on Defendant’s Exhibit D-2 are not members of the church because they have not attended regularly, have not tithed, have turned in their keys or are attending church elsewhere on a regular basis.6 [10]
Fairfield Pentecostal Church, Inc., is a not-for- profit corporation incorporated under the laws of the State of Louisiana. . . . Membership is governed by the articles of incorporation, bylaws, and in areas not otherwise specifically covered, the provisions of Louisiana Revised Statutes, Title 12. La.R.S. 12:210(I). Article II of the bylaws governs membership. Section 3 indicates that: “[a]nyone who is eligible and accepts the foregoing obligations shall become a member of the church by registering his name and address with the pastor.” Both Exhibits D-2 and Exhibit B set forth the names and addresses of persons who at some point in time were accepted as members of the church. Both Ms. Newton and Reverend Franks testified that the church never took any action to remove a person listed as a member of the church. La. R.S. 12:232(A) provides that: “[u]nless otherwise provided in the articles or bylaws,
10 The trial court’s footnote 6 states: “Each of these factors involves ecclesiastical determinations which are clearly beyond the authority of this Court.”
17 every member of a corporation shall be entitled to one vote.” The bylaws restrict voting to members who have attained the age of 16. This Court is aware of no statutory prohibition against a person being a member of more than one corporation. Given that no one took any action to remove any person as a member of the church, each person listed in Exhibit D-2 and Exhibit B is considered to be a member. As indicated by the articles of incorporation, the initial board of trustees, Bobby W. Newton, Michael Arledge, Kenneth Hyde, Alvin Mundy, and Tina Newton, are also deemed to be members. According to the church’s bylaws, a member must be at least 16 to vote. Obviously, only those members who are currently living may vote.
We find the trial court’s analysis thorough and very similar to this
court’s analyses in Banks, 533 So.2d 1305; Mount Zion, 84 So.3d 674; and
Chimney Ville, 665 So.2d 730. Here also, the trial court carefully avoided
ecclesiastical issues and referred only to the church’s own bylaws, articles, and
Louisiana non-profit corporation statutes. The transcripts of the hearings in the
record further support the trial court’s careful adherence to the law where the court
repeatedly stopped questions and comments by the lawyers that involved church
doctrine. As indicated in the trial court’s footnote, the church’s articles and bylaws
were not entered into evidence at the hearing but had been supplied to the trial
court and used by the parties in pre-trial conferences, and they were not in dispute.
While we cannot speak to the content of those documents, the plaintiff has not
appealed the substance of the documents or pointed to a single article of
incorporation or bylaw that the trial court misquoted, misinterpreted, or
misapplied. Additionally, the plaintiff points to no article, bylaw, statute or
jurisprudence that supports its position. The plaintiff’s complaint very broadly
argues that the trial court had no authority to limit the membership to a certain date
for voting purposes.
18 As seen in the cases discussed, the court has authority to determine
non-ecclesiastical matters such as these. The trial court stated that its authority for
setting the record date was La.R.S. 12:77.11 Both La.R.S. 12:77 of the corporation
law and La.R.S. 12:234 of the non-profit corporation law are entitled “Fixing
record date,” and both provide that the board of directors may fix a record date of
those entitled to vote at an upcoming meeting sixty days in advance. In this case,
as in Banks, where the membership was in dispute and the parties invoked the
assistance of the court, the trial court determined that equity required that
membership be set more than sixty days in advance of the meeting. Based upon
the record on appeal, this was a reasonable and equitable solution, and perhaps the
only solution where the membership dynamic had become a moving target. As
stated, the plaintiff does not point to any regulation by the church or any authority
whatsoever in support of its position that the trial court could not fix the date for
the determination of voting membership. Likewise, “[t]he appellate court shall
render any judgment which is just, legal, and proper upon the record on appeal.”
La.Code Civ.P. art. 2164.
Pursuant to La.R.S. 12:223(A) (emphasis added): “Every corporation
shall keep at its registered office . . . share and membership records giving the
names and addresses of the members in alphabetical order. . . . ” It further
provides: “Whenever membership is terminated, this fact shall be recorded in the
share or membership record together with the date on which the membership
ceased . . . .” Id. (emphasis added). We note that the church’s failure to continue
keeping a membership roll was violative of the mandatory provisions of La.R.S.
11 Louisiana Revised Statues 12:77 was repealed effective January 31, 2015, as part of the enactment of the “Business Corporation Act.” The subject matter of La.R.S. 12:77 is currently found in La.R.S. 12:1-707. See Disposition Table–2014 preceding La.R.S. 12:1-101.
19 12:223(A). The trial court determined at the hearing that none of the members on
the original roll had been disfellowshipped; and it allowed another list of members
gathered in November 2013 by Reverend Franks, who had kept no roll since his
installment in 2010, to be counted toward the membership roll. In order to prevent
the solicitation of new members for purposes of litigation, the trial court limited
the membership to these two lists. We can think of no more equitable solution.
Accordingly, we affirm the June 11, 2014 judgment of the trial court determining
the voting membership for the special meeting regarding Reverend Franks.
Calling Business Meeting and Determining Procedure
The plaintiff asserts that the trial court erred in ordering a special
membership meeting, to be held on July 19, 2014, for the purpose of voting on
whether to retain or dismiss Reverend Franks, and in determining the procedure to
be followed at the meeting. The record indicates that the parties agreed to the July
19 meeting. While the court’s authority to do what the members have not been
able to do on their own is discussed in the jurisprudence above, we find that this
assignment of error is not properly before us because it involves a July 11, 2014
order in another suit.
On June 25, 2014, the church, represented by Reverend Kenneth
Hyde, filed a new suit, No. 23,293, naming Reverend Franks as defendant and
seeking an injunction against him. The new suit indicates that a vote was taken on
June 17, and that twenty-nine of the eligible voters, as determined by the June 11
judgment in suit No. 22,990, came out and voted to remove Reverend Franks. It
further indicates that Reverend Franks and his supporters did not come out to vote.
The petition asserts that if all voters on Reverend Franks’ list had attended and
20 voted to retain Reverend Franks as pastor, a majority of the voting membership
would still have voted to remove him.
The record before us indicates that, in responding to the suit against
him, Reverend Franks filed numerous pleadings under the number and heading of
the subject suit (No. 22,990) which was a suit for possession against the Johnsons.
Likewise, the trial court issued orders under suit No. 22,990 which we find should
have been issued under suit No. 23,293. These suits have not been consolidated.
The pleadings are in dire need of clarification and correction before this
Kafkaesque labyrinth of pleadings becomes more nightmarishly complex and
bizarre.12
We are compelled to make these distinctions because the plaintiff in
its second assignment of error seeks to appeal an order that arose one month after
the judgment under review in suit No. 22,990; and, the order derived from a
hearing-turned-conference in suit No. 23,293. While the June 11 judgment in suit
No. 22,990 and the July 11 order in suit No. 23,293 are related, the subject matter
of the order is more appropriate under suit No. 23,293. This is particularly true
where the relief sought in the first suit for possession was granted; and the issues
12 Following the June 11, 2014 judgment appealed here in suit No. 22,990, and following the June 25, 2014 filing of suit No. 23,293, the following pleadings and orders were filed under suit No. 22,990 and are part of the record on appeal, but a study of the content of the each pleading shows that it should have been filed under suit No. 23,293:
7-03-14 Answer (to suit No. 23,293) and Third Party Petition by Franks; 7-11-14 Order regarding business meeting for vote on July 19 and procedure; 7-15-14 Order staying the business meeting scheduled for July 19; 7-15-14 Motion for New Trial on Order of 7-11-14 regarding business meeting; 7-15-14 Exception to Subject Matter Jurisdiction regarding meeting and procedure; 7-15-14 Order staying 7-15-14 Exception to Subject Matter Jurisdiction; 7-22-14 Answer to Franks’ 7-03-14 Third Party Petition––by third party defendants.
21 have now turned to the procedural problems of meetings and voting results and
determining the will of the congregation regarding who they want for their pastor,
their officers, and their trustees.
More specifically, at the July 3, 2014 hearing in suit No. 23,293, the
electricity had gone out in the courthouse, and the parties convened on the balcony.
Thus, the hearing was replaced by a conference. As indicated, the subject matter
of suit No. 23,293 was a June 17 meeting during which the Hyde faction voted to
terminate Reverend Franks. While on the balcony, all parties agreed to dispense
with the results of the June 17 meeting and to hold another special meeting on July
19, 2014, to allow the congregation to vote again on who the pastor, officers, and
trustees should be. The upcoming July 19 meeting, the subject of the court’s July
11 order, would, therefore, have determined the relief sought in suit No. 23,293.
The plaintiff in this appellate brief of the June 11 judgment in suit No. 22,990 has
attempted to also appeal the July 11 order regarding the meeting and its procedure,
which we find arises in the new suit No. 23,293. We do not have the record in suit
No. 23,293 for consolidation of the two suits. Moreover, the plaintiff’s motion for
appeal in suit No. 22,990 does not address the July 11 order; it only seeks an
appeal of the June 11 judgment in suit No. 22,990.
Accordingly, for the reasons discussed, we must pretermit ruling on
the plaintiff’s second alleged issue, as it is not properly before us.
V.
CONCLUSION
Based upon the foregoing, we affirm the June 11, 2014 judgment of
the trial court determining the voting membership for a special vote on whether to
22 retain or dismiss Reverend Franks. Costs of this appeal are assessed against the
plaintiff.