Opinion
B184856
4-23-2007
COMMISSION OF THE HOLY HILL COMMUNITY CHURCH, etc., et al., Plaintiffs and Appellants, v. DONG SUB BANG, etc., et al., Defendants and Respondents.
Calabro Law Offices, Alfred Calabro and Elizabeth Nazarian; Silvio Nardoni for Defendants and Respondents. Allan E. Wilion; Park & Lim and S. Young Lim for Plaintiffs and Appellants.
NOT TO BE PUBLISHED
INTRODUCTION
Holy Hill Community Church was located on property it owned in Los Angeles. Beginning in 2001, there were a number of disputes that divided its membership into two factions. In 2004, there was a clear mandate by the congregation, voiced in a number of votes, that it wished to disaffiliate from the Presbyterian Church in America.
In a July 29, 2005, judgment, the trial court determined which of the membership factions was entitled to own and control the church property. We affirm.
FACTUAL AND PROCEDURAL BACKGROUND
1. The underlying facts.
a. Preliminary facts.
Holy Hill Community Church (Holy Hill Church, or the Church) is a nonprofit religious corporation organized in 1995 pursuant to its articles of organization. (Corp. Code, § 91 10 et seq.) At the time of its organization as a corporation, Holy Hill Church bought property located at 1111 West Sunset Boulevard, Los Angeles, California 90012, which is the old Metropolitan Water District Building. The Church still occupies this property.
In 1995 or 1996, Holy Hill Church voted to affiliate with the Presbyterian Church in America, a hierarchical church. Upon the affiliation vote, Holy Hill Church did not deed its real property to Presbyterian Church in America and title remains in the Churchs name.
A Presbytery is a governing body within the Presbyterian Church in America. A Presbytery is formed by several local churches and has general supervision power over the member churches. After its affiliation vote, the Church became a member of the local Presbytery, the Korean Southwest Presbytery.
The Presbyterian Church in America has a "Book of Church Order." In effect, the Book of Church Order functions as the by-laws of the Presbyterian Church in America. At the time of the affiliation vote, Holy Hill Church amended its bylaws to conform to the Book of Church Order.
Holy Hill Church is governed by a "Session" which serves as its board of directors. The senior pastor of the Church is the chair of the Session.
A commission is appointed by the Presbytery to perform a particular function.
Book of Church Order defines a "particular church" in Article 4-1 as consisting "of professing Christians, with their children, associated together for divine worship and godly living, agreeable to the Scriptures, and submitting to the lawful government of Christs kingdom."
A church without a session is a "mission church." The Presbytery may provide a temporary system of government by appointing a commission to serve as a temporary session of a mission church. (See fn. 4.)
b. The initial disputes.
In 2001, a dispute arose over whether Holy Hill Church should merge with another congregation. Because there was disagreement among the congregation as to whether or not the Church should merge, the Korean Southwest Presbytery appointed a commission in August 2001 to provide a recommendation. Ultimately, in 2001, the commission recommended against merger and the pro-merger congregants acquiesced in that recommendation.
Sometimes witnesses, who were mostly testifying in Korean via a translator, referred to the commission as a committee, the plenary potentiary committee, or the plenary committee. The record often is unclear when witnesses discussed a "committee" as to whether they were talking about other "committees" or the "commission."
Thereafter, two other issues arose that further fractured the congregation. One related to questions as to whether there were financial improprieties with regard to the building fund. Another arose in 2002. It involved concerns over the sale by the Church of a seven-story building to a third party. There were rumors of kickbacks. The commission became involved in these two issues by trying to mediate the disputes.
Ultimately, in March 2003, the commission issued a report stating that there were no problems. However, the report was not given to Holy Hill Church until December 2003.
c. The resignation of the pastor and the elders.
In the interim, in late 2001, the senior pastor at the Church resigned. Because of the many disagreements among the congregation, it was difficult for the Church to hire a new pastor. In November 2002, a representative of the commission urged the church elders to resign in order to facilitate the search for a new pastor. Sixteen of the 17 members resigned in November 2002. The last elder resigned in March 2003.
The significance of the resignations was disputed. Some believed that when they resigned they intended to give full power of the Holy Hill Church to the commission, creating a mission church. These elders understood that by resigning, the total control of the Church was in the commission as the commission had become the Churchs session.
Others believed that when they resigned they intended only to give the commission the power to address the issues splitting the congregation (the disputes surrounding the building fund and the sale of Church property) and to assist in selecting a new pastor.
d. The new pastor, Dong Sub Bang.
In December 2002, the congregation voted to hire respondent Reverend Dong Sub Bang. In the early part of 2003, the congregation voted to permit Pastor Bang to begin his duties in the middle of 2003, when he became available.
Upon being sworn in as Senior Pastor in September 2003, Pastor Bang became chairperson of the Churchs session. The commission stepped back from its involvement with the Churchs affairs. At the time Pastor Bang was sworn in, there were no elders. Pastor Bang appointed an executive committee to assist him in running the Church. When this group of elders could not work together, Pastor Bang appointed a second set of persons to assist his ministry.
In April 2004, new commission members were appointed.
e. The meetings and the judicial action taken against Pastor Bang.
The semi-annual meeting of the Presbytery was held in April 2004. There were discussions as to whether or not the Church should continue its affiliation with the Presbyterian Church in America.
Pastor Bang gave written and oral notice of a congregational meeting to be held on May 9, 2004. At the meeting, there was a vote to form a session. However, all persons elected for this interim session were older than the age limits specified in the existing bylaws.
The commission was dissatisfied that the May 9, 2004, meeting was held without its consent. The commission informed Pastor Bang that it did not believe the meeting was legitimate.
On May 28, 2004, Pastor Bang asked permission from the commission to hold another meeting. Before he received a response to his request, Pastor Bang noticed in the Churchs bulletin a meeting for June 6, 2004. At the commissions instruction, Pastor Bang notified the congregation in the May 30, 2004, weekly bulletin that the May 9, 2004, resolution was invalid. Pastor Bang also gave oral notice during the services the week before the scheduled meeting and explained that the agenda was to select the elder emeritus as the temporary session.
On June 5, 2004, the commission notified Pastor Bang that he could not hold a meeting because it was being called without the commissions consent and because the commission was functioning as the Churchs session.
A congregational meeting was held on June 6, 2004, as had been noticed. The congregation adopted the following two measures: (1) reaffirmation of the election of the older members (emeritus elders) as interim session members; and (2) withdrawal of the Church from the Presbyterian Church in America. One witness testified the withdrawal vote was 177 in favor to zero. Another witness testified that 176 members voted for the measure, one voted against and some people abstained.
A letter was sent to the Presbyterian Church in America advising of the decisions voted upon at the June 6, 2004 meeting.
On June 19, 2004, the Korean Southwest Presbytery held a special meeting in which a judicial committee (the commission acting as a court) was appointed to prosecute Pastor Bang. On June 22, 2004, the commission notified Pastor Bang and the Church that Pastor Bang was suspended from his preaching duties from July 7, 2004 to August 5, 2004.
The Presbytery had notified Pastor Bang that there were problems with the votes taken at the June 6, 2004 meeting. Pastor Bang noticed a third meeting for July 11, 2004. Notice of the meeting and its agenda was published in the Churchs weekly bulletin. It was distributed the Sunday before July 9. The agenda, in part, notified the congregation that the meeting was to "verify the decision to withdraw from the [Presbyterian Church in America and not to place] an age restriction on the session members for a certain period of time."
The judicial committee met on July 7, 2004; Pastor Bang did not appear as had been requested and he was suspended on that date.
One-hundred-seventy-seven congregants attended the July 11, 2004, meeting. The congregation again voted (175 with two abstentions) to withdraw from the Presbyterian Church in America. Additionally, the congregation unanimously voted to remove the age restrictions on the members of the session.
At the time of all three meetings, the Church had approximately 272 voting members.
Citing the testimony of Charles Owh, appellants state the church had 497 members. However, this statement ignores other parts of Owhs testimony in which he testified that only 272 were qualified to vote.
We decline appellants request to consider testimony that was stricken.
As a result of the judicial committees decision, the Presbytery issued a July 12, 2004, "judgment" removing Pastor Bang from his position as Senior Pastor at Holy Hill Church and excommunicating him.
Thereafter, there were a number of physical and verbal confrontations between the two different factions of the church, both asserting the right to control the church property.
3. The trial court proceedings.
a. The pleadings.
On July 1, 2004, a declaratory relief lawsuit was filed against Pastor Bang by plaintiffs and appellants, the persons who resigned from the churchs session in November 2002, on their behalf and on behalf of the Commission of the Holy Hill Community Church, under appointment of the Presbyterian Church in America, on behalf of the Holy Hill Community Church, a California Corporation. This declaratory relief lawsuit, as amended during trial, sought a declaration that the commission was acting as the session of the Church from November 16, 2002, to October 2004. As such, appellants argued Pastor Bang had no authority to call congregational meetings in order to withdraw from the Presbyterian Church in America.
Defendant and respondent Pastor Bang filed a cross-complaint on his behalf and on behalf of defendant and respondent Holy Hill Community Church, a California non-profit religious corporation. As amended, the cross-complaint sought, among other relief, a declaration as to who had the right to occupy the pulpit.
As amended, the cross-complaint also sought a declaration that individual appellants had been excommunicated. This cause of action for an injunction was dismissed prior to trial.
b. The trial and the trial courts decision.
The matter was tried to the court.
There were various factual disputes, including the intent of those who resigned in November 2002 and March 2003; the extent of the commissions powers; and if the votes for disaffiliation were proper.
With regard to the various views on the extent of the commissions power, appellants asserted that because the Church had no session when the May, June, and July 2004 meetings were noticed, the meetings and the votes taken during those meetings were invalid. Appellants reasoned as follows: (1) because there was no session, the Church was converted from a "particular church" to a "mission church;" (2) as a mission church, it was controlled by the commission, as directed by the Presbytery; (3) the sections of the Book of Church Order permitting a church to disaffiliate from the Presbyterian Church in America only applied to "particular" churches; and (4) since the commission did not call for votes on whether Holy Hill Church should disaffiliate, the votes were invalid.
Chapter 4 of the Book of Church Order addresses "particular churches."
As stated above, Article 4-1 reads: "A particular church consists of a number of professing Christians, with their children, associated together for divine worship and godly living, agreeable to the Scriptures, and submitting to the lawful government of Christs kingdom."
Article 4-3 reads: "Its jurisdiction, being a joint power, is lodged in the church Session, which consists of its pastor, pastors, its associate pastor(s) and its ruling elders."
Chapter 5 addresses mission churches.
Article 5-1 states in part, "A mission church may be properly described in the same manner as the particular church. It is distinguished from a particular church in that it has no permanent governing body, and thus must be governed or supervised by others. However, its goal is to mature and be organized as a particular church as soon as this can be done decently and in good order."
Article 5-3 states in part, "The mission church, because of its transitional condition, requires a temporary session of government. Depending on the circumstances and at its own discretion, Presbytery may provide for such government in one of several ways: . . . 3. Appoint a commission to serve as a temporary Session of the mission church."
Among other witnesses, appellants called a number of reverends to testify. They testified, in part, about the meaning of various sections of the Book of Church Order.
Respondents argued that the Churchs members repeatedly voted to disaffiliate from the Presbyterian Church in America and that the meetings during which these votes were taken were consistent with the Holy Hill Churchs Bylaws and the Book of Church Order. Respondents pointed to Chapter 25 of the Book of Church Order that in part discusses quorums required for congregational meetings. (See Article 25-3, fn. 9.) Respondents also pointed to Article 25-11 that permits "[a] particular church [to] withdraw [from the Presbyterian Church in America] at any time for reasons which seem to it sufficient." (See fn. 7.)
Respondents called as an expert witness Dr. Daryl Fisher-Ogden. In addition to other testimony, Dr. Fisher-Ogden explained that the Presbyterian Church in America had split from the Presbyterian Church U.S. (PCUS) in 1973. One reason for the split was PCUSs policy that real property of each church was held in trust for the larger church. Thus, in drafting its Book of Church Order, the Presbyterian Church in America made sure that there was specific language specifying that the local congregation controlled its own property. Dr. Fisher-Ogden also explained the difference between a "particular" church and a "mission church." Dr. Fisher-Ogden noted that Article 5-7 of the Presbyterian Church in Americas Book of Church Order specifically gave "mission" churches the same powers as "particular" churches with regard to civil issues, such as property rights, tax issues, and contracts. Dr. Ogden-Fisher explained that in light of Article 5-7, when Articles 25-1 (granting the right to vote) and 25-11 (granting the right to withdraw) use the term "particular church," the term is intended to include mission churches. (See fn. 7.) Thus, when Article 25-11 permitted churches to withdraw from the Presbyterian Church in America at any time and for any reason, the rule applied to mission churches as well as particular churches.
Book of Church Order, Article 25-8, reads in part: "The corporation of a particular church, through its duly elected trustees or corporation officers . . . shall have sole title to its property, real, personal, or mixed, tangible, or intangible, and shall be [the] sole owner of any equity in any real estate . . . held by or belonging to any particular church, or any board, society, committee . . . ."
Book of Church Order, Article 5-7, reads: "It is the intention of the Presbyterian Church in America that mission churches enjoy the same status as particular churches in relation to civil government."
Interestingly, a witness called by appellants, Kwang Hoon Ham, also testified on cross-examination that a mission church could withdraw from the Presbytery if it wished.
Article 25-1 reads: "The congregation consists of all the communing members of a particular church, and they only are entitled to vote."
Article 25-11 reads in part: "While a congregation consists of all communing members of a particular church, and in matters ecclesiastical the actions of such local congregation or church shall be in conformity with the provisions of this Book of Church Order, nevertheless, in matters [addressed in Article 25], including specifically the right to affiliate with . . . and the right to withdraw from or to sever an affiliation of connection with this body or any Presbytery hereof, action may be taken by such local congregation or local church in accordance with the civil laws applicable to such local congregation or local church; and as long as such action is taken in compliance with such applicable civil laws, then such shall be the action of the local congregation or local church. [¶] . . . [¶] Particular churches need remain in association with any court of this body only so long as they themselves so desire. The relationship is voluntary, based upon mutual love and confidence, and is in no sense to be maintained by the exercise of any force or coercion whatsoever. A particular church may withdraw from any court of this body at any time for reasons which seem to it sufficient."
Dr. Fisher-Ogden further testified that Article 25-11 of the Book of Church Order did not contain any formal notice requirements for a congregational meeting in which a congregation voted to disaffiliate. Part of her conclusion was based upon recent action of the Presbyterian Church in America in which it rejected a proposal to amend Article 25-11 to require a "duly constituted meeting" before there was a disaffiliation vote. According to Dr. Fisher-Ogden, this action purposefully was taken to enable local congregations greater flexibility in deciding whether to disaffiliate.
The trial court issued a statement of decision granting judgment to respondents on the complaint and on the cross-complaint. Applying civil law, the trial court concluded respondents had the right to disaffiliate from the Presbyterian Church in America and the right to control the Churchs property.
In the statement of decision, the trial court noted that disputes involving religious doctrine or practices could not be decided in a court of law, "but may only adjudicate those questions which are `resolvable under "neutral principles of law." Presbyterian Church v. Hull Church (1969) 393 U.S. 440, 449. (Vukovich v. Radulovich (1991) 235 Cal.App.3d 281, 291.)" Thus, the trial court limited its decision to which a group purporting to be the Holy Hill Church had the right to own and control the property belonging to the Church. The trial court held that Holy Hill Church properly withdrew from the Presbyterian Church in America and "that as a free-standing Church [was] entitled to both own and control . . . property." The trial court rejected appellants argument that only the commission, acting as the Churchs session, had the authority to call for a vote on the issue or to decide if the Church should disaffiliate with the Presbyterian Church in America.
The trial court found that "the congregation voted on three occasions to withdraw from [the Presbyterian Church in America and that on] each occasion, the congregation exceeded the vote necessary to approve the withdrawal. The first vote took place on May 9, 2004. The Plenary Committee, purported to invalidate the vote because [of improper procedures, including the lack of a timely presentation of the agenda and the meeting was summoned without consulting the commission]. The other meetings were properly noticed, yet [the Presbyterian Church in America,] still continued to refuse to recognize the will of the congregation. When proper notice was no longer an obstacle to recognition of the vote, [the Presbyterian Church in America] took a position, which, when rhetoric is removed is that [Holy Hill Church] cannot vote to remove itself from [the Presbyterian Church in America] unless [the Presbyterian Church in America] gives [Holy Hill Church] that power. . . . [Appellants] do not explain what authority the plenary committee has to deny in perpetuity the right of the congregation to vote. The [Book of Church Order] clearly mandates that the congregation ultimately has the authority to determine its association with the [Presbyterian Church in America]."
Citing Burnett v. Banks (1955) 130 Cal.App.2d 631, the trial court concluded that the Presbyterian Church in America, through the commission, could not perpetuate its control and affiliation by refusing to permit the Church to vote on the issue of affiliation. This issue was a matter of corporate law, and not an ecclesiastical issue. The trial court quoted from the Book of Church Order, Article 25-11, that gave the congregation the right to withdraw from or sever an affiliation with the Presbyterian Church in America, as long as such action is taken in compliance with such applicable civil laws, "at any time for reasons which seem to it sufficient."
Additionally, the trial court made a factual determination that "[a]ny noncompliance [by Book of Church Orders] procedures was the result of [the Presbyterian Church in Americas] interference with the congregations valid right to withdraw from [the Presbyterian Church in America] and not because the congregation did not attempt to comply with the [Book of Church Orders] procedures and not because there was no clear mandate from the congregation that it withdraw."
The trial court entered a July 29, 2005, judgment against appellants on the complaint and for respondents on the cross-complaint. In part, the judgment stated that the commission "had no right or authority to act as the `Session (or board of directors) of Holy Hill Community Church, a California corporation, from and after June 6, 2004, the date on which a properly noticed meeting of the congregation took place and at which time congregation voted to withdraw from the Presbyterian Church in America and from the Korean Southwest Presbytery; . . . Any noncompliance with [the Book of Church Orders] procedures is deemed the result of the [the Presbyterian Church in Americas] interference with the congregations valid right to withdraw from [the Presbyterian Church in America] and not because the congregation did not attempt to comply with the [Book of Church Orders] procedures; . . . There was a clear mandate from the congregation that it no longer wished to maintain an affiliation with the [Presbyterian Church in America]."
On August 24, 2005, we denied appellants petition for writ of supersedeas. (Case No. B184856.)
DISCUSSION
1. Neutral principles of law.
Appellants contend the trial court overstepped its bounds and made ecclesiastical decisions in violation of the United States and California Constitutions. We first note that this is ironic in that appellants complaint for declaratory relief asked the trial court for a declaration that the commission was acting as a session from the church. In any event, this contention is not persuasive.
In Berry v. Society of Saint Pius X (1999) 69 Cal.App.4th 354 (Berry), Reverend Eugene R. Berry claimed he was entitled to possession of church properties and to oust others from the premises because "he was duly appointed by his predecessor to serve as pastor of the subject religious entity, which [held] title to its property . . . ." (Id. at p. 357.) After examining the corporate articles, we concluded that appointment was ineffective and the Reverend had no right to possession. (Id. at pp. 357-358.) We affirmed a summary judgment in favor of the defendants. In reaching this conclusion, we explained that church property disputes may be adjudicated in civil courts without inquiry into doctrinal matters by applying neutral principles of law.
In Berry v. Society of Saint Pius X, supra, 69 Cal.App.4th 354, we stated as follows: "Civil courts have general authority to resolve questions regarding the right to possession of church property. (Jones v. Wolf (1979) 443 U.S. 595, 602.) `The State has an obvious and legitimate interest in the peaceful resolution of property disputes, and in providing a civil forum where [such issues] can be determined conclusively. (Ibid.) . . . [¶] With respect to the resolution of such disputes, the free exercise clause of the First Amendment to the United States Constitution and its California counterpart (Cal. Const., art. I, § 4) precludes civil courts from adjudicating church property disputes on the basis of religious doctrine and practice. [Citations.] [¶] ` "However, when the dispute to be resolved is essentially ownership or right to possession of property, the civil courts appropriately adjudicate the controversy even though it may arise out of a dispute over doctrine or other ecclesiastical question, provided the court can resolve the property dispute without attempting to resolve the underlying ecclesiastical controversy. [Citations.]" [Citation.] Such disputes may be adjudicated by resort to neutral principles of law. (Jones v. Wolf, supra, 443 U.S. at p. 602.) This approach requires analysis of the language of instruments such as deeds, church charters, state statutes governing the holding of church property, and provisions in a church constitution pertaining to ownership and control of church property (id. at p. 603), and . . . amendments to articles of incorporation. However, `[i]n undertaking such an examination, a civil court must take special care to scrutinize the document in purely secular terms, and not to rely on religious precepts . . . . (Id. at p. 604.)" (Berry v. Society of Saint Pius X, supra, at pp. 364-365; see also, Singh v. Singh (2004) 114 Cal.App.4th 1264, 1274-1285; Concord Christian Center v. Open Bible Standard Churches (2005) 132 Cal.App.4th 1396, 1411-1413 (Concord Christian).)
The controversy here placed in issue the right to possess and control the property of Holy Hill Church. This, in turn required the trial court to examine the language of instruments such as the Book of Church Order and the Churchs Bylaws. In resolving the dispute, the trial court did not make ecclesiastical decisions. Rather, the trial court examined the instruments to decide whether the congregation voted to disaffiliate with the Presbyterian Church in America, thereby determining which of the two factions had rightful possession of the Churchs property. (Concord Christian, supra, 132 Cal.App.4th at pp. 1413-1414 [court, by examining appropriate documents, could determine if churchs attempt to disaffiliate was valid and if there had been regional supervision].) (Singh v. Singh, supra, 114 Cal.App.4th at pp. 1281-1285.) Likewise, we may perform our reviewing function without doctrinal entanglement. We agree, however, that we cannot address the ecclesiastical issues, such as whether or not Pastor Bang was properly suspended or excommunicated.
The trial court did not violate constitutional principles.
2. The procedural issues.
a. The statement of decision.
Appellants contend we should not review the trial courts factual findings for substantial evidence because in the statement of decision the trial court failed to make findings on material issues, as requested. (Code Civ. Proc., §§ 632, 634; Vukovich v. Radulovich, supra, 235 Cal.App.3d at pp. 295-296.) In making this argument, appellants list 15 findings they claim the trial court was required to address.
Contrary to appellants argument, the statement of decision satisfied the statutory requirement to state the factual and legal basis as to each principal controverted issue upon which the judgment rested. (Code Civ. Proc., § 632; Muzquiz v. City of Emeryville (2000) 79 Cal.App.4th 1106, 1124-1125;Vukovich v. Radulovich, supra, 235 Cal.App.3d at pp. 295-296.) The trial court was only required to state ultimate facts and was not required to detail evidentiary facts nor "make minute findings as to individual items of evidence." (Kazensky v. City of Merced (1998) 65 Cal.App.4th 44, 67; accord, Bandt v. Board of Retirement (2006) 136 Cal.App.4th 140, 162.) Further, the trial court was only required to address the controverted issues on which the case turned. (Vukovich v. Radulovich, supra, at p. 295.) The 15 items listed by appellants substantially re-hash the factual and legal arguments addressed by the trial court. The trial court did not err.
b. The pleadings raised the issue of withdrawal.
Appellants contend the trial court could not discuss withdrawal from the Presbyterian Church in America because this issue was not pled. This argument is disingenuous. The cross-complaint pointed to Article 25-11 of the Book of Church Order permitting withdrawal from the Presbyterian Church in America, stated that numerous votes had been taken to withdraw, and notwithstanding these votes, the Presbytery continued to exercise control over the activities, services, members, and property of the Church. Further, the cross-complaint requested a declaration as to "the rights of the parties in and to the church property and pulpit." The pleadings raised the issue of withdrawal.
c. Respondents have standing.
Appellants contend that no respondent has standing. Appellants claim Pastor Bang is not a member of the Holy Hill Community Church and thus has no standing to litigate the matter. This contention is first based upon the argument that Pastor Bang was suspended on June 22, 2004, and in July 2004 he was defrocked as the Churchs minister and excommunicated. Appellants note that no individual member of the Church joined with Pastor Bang in filing the cross-complaint for declaratory relief.
However, Pastor Bang was elected by the congregation as the Churchs senior pastor in December 2002. As such, he was the chair of the Churchs session, or the board of directors. On behalf of himself, and on behalf of the Church, Pastor Bang requested a determination as to the effect of the "withdrawal" and thus, which group purporting to be the church had the right to own and control the churchs property. If the withdrawal was effective, then the Presbyterian Church in America could not determine who was the pastor of the church (and the chairman of its board) and could not control the churchs property. Thus, the decision by the trial court would directly affect Pastor Bang and the Church. (Compare with Korean Philadelphia Presbyterian Church v. California Presbytery (2000) 77 Cal.App.4th 1069, 1083 [presbytery and employee, neither of whom are members with voting rights, have no standing to assert rights of pastor and board members; presbytery and employee are corporate outsiders].)
d. Administrative procedures.
Appellants contend respondents failed to exhaust available administrative procedures. Appellants state that any member of the congregation who wanted the commission to call a congregational meeting was obligated to file an administrative complaint and follow administrative remedies detailed in the Book of Church Order. (See Book of Church Order, Articles 15 [Ecclesiastical Commissions] and 42 [Appeals]; Article 25-2, fn. 9.)
Appellants describe the trial courts conclusion that any failure to comply with the procedures was the result of their interference as an "admission" that respondents failed to exhaust administrative remedies. To the contrary, the trial court found appellants precluded respondents from complying with the administrative procedures set forth in the Book of Church Order, thus excusing any non-performance. Thus, even if the non-religious institution cases appellants cite (e.g., Payne v. Anaheim Memorial Medical Center, Inc. (2005) 130 Cal.App.4th 729; Bockover v. Perko (1994) 28 Cal.App.4th 479; Sacramento County Deputy Sheriffs Assn. v. County of Sacramento (1990) 220 Cal.App.3d 280) are applicable in an ecclesiastical setting (e.g., First Baptist Church of Glen Este v. State of Ohio (S.D. Ohio, W.D. 1983) 591 F.Supp. 676, 683; cf. Presbytery of Seattle, Inc. v. Rohrbaugh (Wash. 1971) 485 P.2d 615), respondents would have been excused from following these procedures. At no time was the Presbyterian Church in America willing to call a meeting so that the congregation could vote. In view of its unyielding position, it would have been futile for Pastor Bang to seek review of the decisions challenging who could call for congregational meetings of votes on disaffiliation. (Sanchez v. City of Los Angeles (2006) 140 Cal.App.4th 1069, 1079; Unnamed Physician v. Board of Trustees (2001) 93 Cal.App.4th 607, 620.)
3. Notice requirements.
Appellants contend the record lacked substantial evidence to support the trial courts finding that the congregational meetings met notice requirements. This contention is not persuasive.
In raising this issue, appellants attempt to circumvent the importance of the July 11, 2004, meeting by simply addressing the June 6, 2004, meeting. The June 6, 2004, meeting was identified by date in the final judgment as the date after which the commission no longer had supervisory control of the church. However, the trial court in its statement of decision stated that the congregation repeatedly voted for disaffiliation and that the June 6, 2004, as well as the one that followed on July 11, 2004, were duly noticed. This finding was recognized in the statement of decision when the trial court stated that "[t]here was a clear mandate from the congregation that it no longer wished to maintain an affiliation with the [Presbyterian Church in America]."
Thus, we need only discuss the July 11, 2004, meeting, which was duly noticed in the church bulletin a week earlier, as required by Article 69 of the Bylaws. The notice in the bulletin stated that the agenda would discuss whether "To verify the decision to withdraw from the [Presbyterian Church in America]." Thus, the congregation was timely put on notice of the issue to be addressed.
Appellants contend notice was not given to all members. They argue they did not receive notice. Appellants claim that the virtually unanimous vote proves that they did not receive notice. This assumption ignores the testimony that the notice was given in the church bulletin that was distributed at service. There was no indication that the bulletin was hand-delivered only to Pastor Bangs supporters. Additionally, even if the notice was not given to the 13 members Pastor Bang excommunicated prior to June 2004, and even if these 13 persons would have voted against the proposals, the result would not have been altered.
Appellants main argument is that no one but the commission had the authority to call a congregational meeting. The premise of this argument is that (1) Pastor Bang had been suspended and excommunicated after the June 6, 2004, meeting, and thus he had been suspended before giving notice of the July meeting and he was not a member of the church on July 11, 2004; (2) according to Article 69 of the Churchs Bylaws and Articles 5-3 and 25-2 of the Book of Church Order, only the session (or the commission acting as the session because this was a mission church) could call a congregational meeting; and (3) as the court found, the commission was in charge of the church until June 6, 2004. (See fn. 4.)
"Danghwe" is Korean for "session."
Article 69 of the Holy Hill Churchs Bylaws reads: "The chairman of the joint assembly is the chairman of `Danghwe and the stated clerk is the `Danghwe clerk. The summoning of the joint assembly is decided by the `Danghwe and summoned by the chairman of the joint assembly but the date and time and location shall be announced at the church one week in advance and the assembly is held with the people present at the chosen time."
In their reply brief, appellants note that while Article 69 of the Bylaws only required notice of a meeting to include the "date and time and location shall be announced at the church one week in advance" of the meeting, Article 25-2 of the Book of Church Order additionally required notice of the agenda items to be discussed.
Article 25-2 of the Book of Church Order reads:
"Whenever it may seem for the best interests of the church that a congregational meeting should be held, the Session shall call such meeting and give public notice of at least one week. No business shall be transacted at such meeting except what is stated in the notice. The Session shall always call a congregational meeting when requested in writing to do so:
"a. by one-fourth (1/4) of the communing members of a church of not more than one hundred (100) such members,
"b. by one-fifth (1/5) of the communing members of a church of more than one hundred (100) and not more than three hundred (300) such members,
"c. by one-sixth (1/6) of the communing members of a church of more than three hundred (300) and not more than five hundred (500) such members.
"d. by one-seventh (1/7) of the communing members of a church of more than five hundred (500) members but not more than seven hundred (700) such members.
"e. by one hundred (100) of the communing members of a church of more than seven hundred (700) such members.
"Upon such a proper request, if the Session cannot act, fails to act or refuses to act, to call such a congregational meeting within (30) days from the receipt of such a request, then any member or members in good standing may file a complaint in accordance with the provisions of BCO 43."
Article 25-3 of the Book of Church Order reads:
"The quorum of the congregational meeting shall consist of one-fourth (1/4) of the resident communing members, if the church has not more than one hundred (100) such members, and of one-sixth (1/6) of the resident communing members if a church has more than one hundred (100) such members."
First, all but one of the churchs directors had resigned in November 2002. The last resigned in March 2003. When Pastor Bang was elected as senior pastor, he became chair of the session, or the board, fulfilling the requirements of Corporations Code section 9226 mandating that a non-profit religious corporation must always have at least one director. This would have given him the authority to call a congregational meeting pursuant to Article 69 of the Bylaws. (See also Bylaws, Art. 58, defining "Danghwe.")
Second, the last paragraph of the Book of Church Order, Article 25-11 (see fn. 7) gave each church (mission and particular) the right to decide, "at any time for reasons which seem to it sufficient" whether to affiliate or disaffiliate with the Presbyterian Church in America. As testified by Dr. Fisher-Ogden, this provision gave the congregation, or here Pastor Bang, the right to call a congregational meeting to decide the issue of affiliation.
Lastly, even if there were procedural problems, such as who gave notice of the meeting, the trial court made a factual determination that Pastor Bang and the congregation attempted to comply with the Presbyterian Church in America rules and, if they did not do so, such failure was the result of the Presbyterian Church in Americas interference with the congregations valid rights. As the trial court stated, as a matter of corporation law, the hierarchy of the church could not perpetuate the Churchs affiliation by refusing to permit the congregation the ability to vote on that issue.
In Burnett v. Banks, supra, 130 Cal.App.2d 631, the church, a nonprofit corporation, and "its alleged pastor" appealed from a judgment ordering an election of directors of the corporation and from the decree pursuant to a referee determining the results of the election. (Id. at p. 633.) The relevant issue was whether the court had authority to order an election of directors in a church corporation. Burnett described the parties in that case as not "the church body itself but . . . a corporation organized under the California corporation laws." (Id. at p. 635.)
Burnett dealt with a congregational church. It held: "Certainly no directors of a corporation, whatever their number, may perpetuate themselves in office by refusing to call an election." (Burnett v. Banks, supra, 130 Cal.App.2d at p. 634.) Burnett stated that when it appears a corporate election will not be held because the corporations directors refuse to call it, or that the directors will not conduct a fair election, the court had the right to order an election. "This is not an ecclesiastical matter but a corporation one." (Id. at p. 635.) Additionally, even if the issues were ecclesiastical, the court had the power to decide the issues because the corporation owned real and personal property. (Ibid.)
Here, we are dealing with repeated attempts by a congregation to withdraw from a hierarchical church. Every time the congregation voted, procedural problems were found by the Presbyterian Church in America. The Book of Church Order gave each affiliated church the right to withdraw, yet the congregation of Holy Hill Church was being denied, in perpetuity, the right to vote on disaffiliation. The Presbyterian Church in America cannot perpetuate Holy Hill Churchs affiliation by refusing to allow disaffiliation votes.
Appellants rely upon Concord Christian, supra, 132 Cal.App.4th 1396 for the proposition that the votes were ineffective because only the commission, acting on authority of the presbytery, could call for a disaffiliation vote. In Concord Christian, supra, the court of appeal upheld the lower courts ruling concluding that a vote by members of the Concord Christian Center to withdraw from the churchs denominational affiliation with Open Bible Standard Church was ineffective. (Id. at p. 1399.)
In Concord Christian, supra, the controlling church bylaws included mandatory procedures to call for a disaffiliation vote. (Concord Christian, supra, 132 Cal.App.4th at p. 1406.) From 1982 to 1994 membership in the church declined from 216 to 91. (Id. at p. 1403.) Although the membership continued to dwindle, the church owned a valuable piece of real property upon which there was a school. (Ibid.) Thereafter, the churchs Reverend summarily terminated the membership of all members of the congregation who opposed him, leaving only 19 individual members. (Id. at p. 1404.) In March 2000, the church was released from regional supervision. (Ibid.) In May 2001, in violation of the churchs rules, a meeting was noticed during which the members voted to disaffiliate. (Id. at p. 1405.) By a June 5, 2001 letter, Open Bible Standard Church notified the church that it did not recognize the attempted withdrawal, noting that the withdrawal was in conflict with the churchs own bylaws. (Ibid.) At a special hearing, the Reverend voluntarily surrendered his credentials and then Open Bible Standard Church revoked them. (Ibid.) Regional supervision was re-imposed. (Id. at p. 1406.) The church then purported to adopt new bylaws in which all references to the Open Bible Standard Church were deleted. (Ibid.) The Reverend filed a lawsuit and conducted two re-votes in which the members again voted to withdraw from the Open Bible Standard Church. (Id. at pp. 1406-1407.) Fewer than 18 individuals voted. (Id. at p. 1407.)
In Concord Christian, supra, the court of appeal upheld the lower courts conclusion that the May 2001 vote was ineffective because mandated procedures had not been followed. Additionally, the court of appeal upheld the trial courts decision that the subsequent votes were invalid because the regional board of the Open Bible Standard Church controlled the church at the time. (Concord Christian, supra, 132 Cal.App.4th at pp. 1415-1416.) The attempt to cure the defective withdrawal vote with subsequent ratifying votes was held to be ineffective as supervision already had been re-imposed. (Id. at p. 1416.) The court of appeal stated that there were mandatory procedures for withdrawal and there was "nothing in the Policies and Principles giving affiliated local churches an unfettered right to withdraw from affiliation at will." (Id. at p. 1416.) Thus, the attempts to re-vote were ineffective because they were done after the Reverend no longer had his ministerial credentials, triggering automatic imposition of regional supervision. (Id. at p. 1417.)
There are a number of differences between Concord Christian and the facts before us. Here, the Book of Church Order was designed to, and did, permit all congregations the right to withdraw at any time for any reason. There was proper notice of the July 11, 2004 meeting. There was no attempt to conceal the meetings. And, the Presbyterian Church in America was found to have acted to prevent properly called disaffiliation votes. No comparable facts are found in Concord Christian.
Thus, the notice requirement for July 11, 2004, were met and if they were not, the Presbyterian Church in America is precluded from asserting they were required.
4. Quorum requirements.
Appellants argue quorum requirements were not met because an insufficient number of members voted to disaffiliate. Appellants base this argument on the statement that the Church had 472 members. However, this argument ignores the additional evidence that there were only 272 voting members of the church at the time the votes were cast. (See fn. 2.) Further, assuming appellants are correct and there were 472 members, the argument is not meritorious. Section 25-3 of the Book of Church Order provides that for purposes of a quorum, one-fourth of the members of small churches (those with 100 or fewer members) and one-sixth of the members of congregations having 300 to 500 members, must be present. (See fn. 9.) The vote on July 11, 2004, exceeded 170 persons, in excess of the approximate 80 members required to constitute a quorum.
DISPOSITION
The judgment is affirmed. Respondents are awarded all costs on appeal.
We concur:
CROSKEY, Acting P. J.
KITCHING, J.