Opinion
DOCKET NO. A-4217-11T3
03-18-2014
BARJINDER SINGH BRAR, individually and on behalf of DASHMESH DARBAR, INC., Plaintiff-Respondent, v. JATINDER SINGH KHATRA, HARI SINGH SANGHA, HARDYAL SINGH JOHAL, GURDAWAR SINGH DHILLON JASVIR SINGH, AVTAR SINGH and INDERJIT SINGH in their capacities as members of the Supreme Council of DASHMESH CARBAR, INC., Defendants/Third-Party Plaintiffs-Appellants, v. SATNAM SINGH VIRK, Third-Party Defendant-Respondent.
Ravinder S. Bhalla argued the cause for appellants (Florio Perrucci Steinhardt & Fader, LLC, attorneys; Mr. Bhalla, on the briefs). Steven R. Klein argued the cause for respondents (Cole, Schotz, Meisel, Forman & Leonard, P.A., attorneys; Mr. Klein, of counsel and on the briefs; Michael R. Yellin, on the brief).
NOT FOR PUBLICATION WITHOUT THE
APPROVAL OF THE APPELLATE DIVISION
Before Judges Fuentes, Simonelli and Fasciale.
On appeal from the Superior Court of New Jersey, Chancery Division, Middlesex County, Docket No. C-181-10.
Ravinder S. Bhalla argued the cause for appellants (Florio Perrucci Steinhardt & Fader, LLC, attorneys; Mr. Bhalla, on the briefs).
Steven R. Klein argued the cause for respondents (Cole, Schotz, Meisel, Forman & Leonard, P.A., attorneys; Mr. Klein, of counsel and on the briefs; Michael R. Yellin, on the brief). PER CURIAM
This matter concerns the attempted termination of various positions plaintiff Barjinder S. Brar held in Dashmesh Darbar, Inc., a religious, non-profit organization serving the Sikh community (the corporation). Defendants Jatinder S. Khatra, Hardyal S. Johal, Hari S. Sangha, Gurdawar S. Dhillon, Jasvir Singh, Avtar Singh and Inderjit Singh appeal from the March 12, 2012 final judgment entered in plaintiff's favor, and from the April 12, 2012 order, which denied their motion for a new trial and/or to amend the judgment. We affirm.
The following facts were adduced at the eight-day bench trial before Judge Joseph Messina. The corporation was incorporated in July 1999. In June 2000, initial bylaws were adopted by the corporation's eleven founders: plaintiff; the seven defendants; third-party defendant Satnam S. Virk; Bakhtawar S. Sanghera; and Kashmir Singh (the 2000 bylaws). According to Virk, whom Judge Messina found was the most trustworthy and credible witness, the 2000 bylaws were temporary; the founders intended they would change in the future when the corporation's governance changed and membership increased.
The judge also found plaintiff credible, and defendants not credible.
The 2000 bylaws established an eleven-member Governing Body Council (GBC), consisting of the eleven founders and having sole authority to select members of the corporation, terminate membership, and amend the 2000 bylaws. The 2000 bylaws required all GBC members to be Amritdhari Sikhs, and prohibited amendment of this requirement. A meeting of the GBC required a quorum of three-fourths, and amending the 2000 bylaws required a three-fourths majority vote. Sometime after adoption of the 2000 bylaws, Sanghera and Kashmir Singh ceased serving as GBC members; however, Satwant Sadher replaced Singh. Thereafter, the GBC continued with ten members.
The 2000 bylaws define Amritdhari Sikh as:
[A] person who has taken Khanda Bate Ka Amrit or Khanda Ka Pahul. Prepared and administrated according to the tenets and rites of the Sikh religion at the lands of the Panj Payares and according to the tradition set by Sri Guru Gobind Singh Ji and adheres to the commitments made at the time of baptization.
The corporation sought to purchase property to construct a gurdwara. Virk testified that after the corporation purchased property in 2002, the GBC members began discussing amending the 2000 bylaws to open membership to non-Amritdhari Sikhs. The corporation was short on funds and needed to raise money from these people for the gurdwara.
A gurdwara is a place of worship.
On March 2, 2003, all ten GBC members met and adopted a resolution to adopt new bylaws. On March 4, 2003, eight GBC members met, voted to adopt new bylaws (the 2003 bylaws), and signed each page; the two remaining members signed each page a few days later. Under the 2003 bylaws, the GBC was no longer the corporation's governing body and GBC members were no longer required to be Amritdhari Sikhs. The 2003 bylaws established a new governing body, the General Body, consisting of all life members and having the "ultimate power" over the corporation and sole authority to select and terminate members and amend the bylaws. Amending the 2003 bylaws required the vote of at least sixty percent of the General Body members and a two-thirds majority. The 2003 bylaws also increased the GBC to seventeen members, to be elected by the General Body, and established a Supreme Council, consisting of five members elected from the GBC. Plaintiff was a Governing Body, GBC, Supreme Council, and life member.
The 2003 bylaws contained the following provision regarding life members:
All those who believe the sikh religion, the teachings [of] sikh Gurus, accepts Sri Guru Granth Sabib as their present Guru, agree with the aims and objectives of Gurdara Dashmesh Darbar, pledge to abide by its ByLaws and are seventeen (17) years[s] of age or over can become life members. [A]ll [membership] application[s are] subject to approval by the supreme council in sixty days. A life member shall be required to fill out the life [membership] application and pay [a] $2100.00 [membership fee]. [A] member should not be [a] member of any other gurdawara to be eligible for [membership in the corporation. The] only exception [is for GBC] members[,] their families[,] and relatives for their previous commitments in [the] garden state sikh association (GSSA).
In July 2008, the GBC purportedly adopted new bylaws that increased the Supreme Council from five to nine members (the 2008 bylaws). On November 7, 2009, the Supreme Council voted to terminate all of plaintiff's memberships. On July 25, 2010, the Supreme Council purportedly adopted new bylaws, which increased the Supreme Council from five to eight members, and gave it sole authority to make all final corporate decisions (the 2010 bylaws). Under the 2010 bylaws, the GBC became an advisory board of sixteen members with no executive powers or functions.
Plaintiff filed a complaint, seeking a declaration that the 2003 bylaws controlled the corporation, and his termination and any acts taken pursuant to the purported 2008 and 2010 bylaws were ultra vires and invalid, among other things. Defendants argued before Judge Messina that the 2003 bylaws were unenforceable because there was no quorum on March 4, 2003, when the 2003 bylaws were allegedly adopted, and some signatures were forged.
In a March 6, 2012 oral opinion, Judge Messina found there was no evidence of forgery, fraud or coercion in the signing of the 2003 bylaws. The judge determined there was a quorum on March 4, 2003 because eight of the ten GBC members met and voted to adopt the bylaws, and there was no legal requirement for all GBC members to be present at the same time to vote. The judge concluded that the 2003 bylaws were legally and validly adopted and governed the corporation, and vested in the General Body the sole authority to amend the bylaws and terminate a member. Accordingly, the judge held that the purported 2008 and 2010 bylaws were null and void, and any actions taken pursuant to those bylaws, as well as plaintiff's termination, were ultra vires and invalid. The judge also found there were forty-five life members constituting the Governing Body.
In the March 12, 2012 final judgment, Judge Messina declared that the 2003 bylaws governed; plaintiff and defendants constituted the Supreme Council; the Supreme Council and GBC would continue serving until the General Body elected a new eighteen-member GBC and the GBC elected a new Supreme Council; and the elections were to be held no later than April 15, 2012.
Defendants filed motion for a new trial, again raising the quorum issue. They also sought to amend the final judgment to establish the number of Governing Body members eligible to vote in the elections. In an April 10, 2012 oral opinion, the judge found no reason to disturb his prior rulings, and concluded that the undisputed evidence confirmed there were forty-five members of the Governing Body eligible to vote.
On appeal, defendants primarily contend that Judge Messina erred in determining there was a quorum on March 4, 2003, and concluding that plaintiff's termination was ultra vires and invalid. These contentions lack merit.
Our review of a trial court's fact-finding in a non-jury case is limited. Seidman v. Clifton Sav. Bank, S.L.A., 205 N.J. 150, 169 (2011). "'The general rule is that findings by the trial court are binding on appeal when supported by adequate, substantial, credible evidence. Deference is especially appropriate when the evidence is largely testimonial and involves questions of credibility.'" Ibid. (quoting Cesare v. Cesare, 154 N.J. 394, 411-12 (1998)). We "should not disturb the factual findings and legal conclusions of the trial judge unless [we are] convinced that they are so manifestly unsupported by or inconsistent with the competent, relevant and reasonably credible evidence as to offend the interests of justice." Ibid. (internal quotation omitted). However, we owe no deference to a trial court's interpretation of the law, and review issues of law de novo. Manalapan Realty, L.P. v. Manalapan Twp. Comm., 140 N.J. 366, 378 (1995).
We are satisfied that the record amply supports Judge Messina's credibility determinations and factual findings. The 2000 bylaws required a quorum of three-fourths for a meeting of the GBC, and a three-fourths majority vote to adopt new bylaws. There was a quorum of GBC members at the March 2, 2003 meeting, where all GBC members adopted a resolution to adopt the 2003 bylaws. There also was a quorum on March 4, 2003, where eight of the ten GBC members adopted the 2003 bylaws. Accordingly, there was substantial credible evidence in the record to support Judge Messina's findings that the 2003 bylaws were validly and legally adopted by a quorum of GBC members, and the 2003 bylaws governed the corporation. Because the Governing Body did not vote to adopt the 2008 and 2010 bylaws or terminate plaintiff's memberships, the purported 2008 and 2010 bylaws were void and unenforceable, and any acts taken pursuant to those bylaws and plaintiff's termination were ultra vires and invalid.
Defendants raise three additional arguments: (1) Judge Messina erred in failing to enforce a GBC resolution requiring satisfaction of loans as a condition precedent to removal from the GBC; (2) the judge misapplied his own criteria in determining which individuals qualified as life members under the 2003 bylaws; and (3) the judge erred in determining that certain individuals should not be designated as life members. We have considered these arguments in light of the record and applicable legal principles and conclude they lack sufficient merit to warrant discussion in a written opinion. R. 2:11-3(e)(1)(E).
Affirmed.