| Trustees of Gallilee Pentecostal Church, Inc. v Williams |
| 2009 NY Slip Op 06681 [65 AD3d 1221] |
| September 22, 2009 |
| Appellate Division, Second Department |
| Trustees of Gallilee Pentecostal Church, Inc.,Appellant, v Frances J. Williams et al., Respondents. |
—[*1] Sholes & Miller, LLP, Poughkeepsie, N.Y. (Robert Irving Miller, Jr., of counsel), forrespondents.
In an action, inter alia, for a judgment declaring, among other things, that certain persons arethe trustees and members of Gallilee Pentecostal Church, Inc., and that a certain meeting held onAugust 29, 2006 was a nullity, the plaintiff appeals from (1) a decision of the Supreme Court,Dutchess County (Brands, J.), dated November 26, 2007, made after a nonjury trial, and (2) ajudgment of the same court entered January 11, 2008, which, upon the decision, is in favor of thedefendants and against it dismissing the complaint.
Ordered that the appeal from the decision is dismissed, as no appeal lies from a decision(see Schicchi v J.A. Green Constr. Corp., 100 AD2d 509 [1984]); and it is further,
Ordered that the judgment is modified, on the law and the facts, (1) by deleting the provisionthereof dismissing so much of the complaint as sought a judgment declaring that the meetingheld on August 29, 2006 was a nullity, and substituting therefor a provision declaring that themeeting held on August 29, 2006 was a nullity, (2) by deleting the provision thereof dismissingso much of the complaint as sought a judgment declaring that certain persons are the trustees andmembers of Gallilee Pentecostal Church, Inc., and substituting therefor a provision declaring thatHenderson Murphy and Lottie Carey are trustees of Gallilee Pentecostal Church, Inc., and (3) byadding a provision thereto enjoining the defendants from exercising any authority or control overthe temporalities and property of Gallilee Pentecostal Church, Inc.; as so modified, the judgmentis affirmed insofar as appealed from; and it is further,
Ordered that one bill of costs is awarded to the plaintiff.
The individuals involved in this dispute are associated with the Gallilee Pentecostal Church,Inc. (hereinafter the Church), located in Poughkeepsie, New York, which was incorporated underarticle 8 of the Religious Corporations Law in 1983. The Church became embroiled in turmoilthat has continued throughout the years. While the defendant Frances J. Williams asserts that shehas always been pastor of the Church, other members of the Church, including those whobrought this action as the plaintiff, Trustees [*2]of GallileePentecostal Church, Inc. (hereinafter the Trustees), claim that she has never been voted in by theChurch members as pastor, and assert that, in fact, the membership has voted at least twice todeclare that she is not the pastor of the Church.
When the Church incorporated, six people, including Henderson Murphy and Lottie Carey,two of the three alleged Trustees, were named as trustees of the Church. Although the certificateof incorporation and the Religious Corporations Law call for staggered annual elections oftrustees (see Religious Corporations Law §§ 161, 163), it is undisputed thatno elections were held subsequent to the meeting for incorporation until the August 29, 2006meeting which is in dispute. In addition, four of the six original trustees have died.
On August 15, 2006, at the request of Williams, the defendant Dena Bellamy sent an"interoffice memo" to 30 people whom Williams named as members of the Church. The memostated that a meeting would be held on August 29, 2006, in the presence of a mediator, in orderfor the members to "voice their opinions and be heard," to "[set] up offices," and to hold anelection for those offices. The memo was labeled "[c]onfidential." Bellamy testified at trial thatshe did not consult the secretary of the Church for a list of members, and no notice of themeeting was read from the pulpit or posted on the Church door.
Some of the members of the Church, including the Trustees, refused to recognize Williams'sauthority to call the meeting, and did not attend. Seventeen alleged members attended themeeting, and purported to elect Williams as pastor of the Church and as a trustee, as well as thedefendant Barbara Williams-Mahmood as another trustee.
The Trustees thereafter commenced this action seeking: (1) a judgment declaring that certainpersons are the trustees and members of the Church, and that the August 29, 2006 meeting was anullity because it was not properly noticed and the majority of the people voting thereat were notmembers of the Church; (2) a permanent injunction barring the defendants from exercising anyauthority or control over the Church's property and affairs; and (3) an accounting of any and allfunds received by the Church during the relevant period. After a nonjury trial, the SupremeCourt concluded that there was insufficient evidence to determine the matters raised in thecomplaint and, therefore, dismissed the complaint. We modify.
Upon review of a determination rendered after a nonjury trial, this Court's authority "is asbroad as that of the trial court," and this Court may "render the judgment it finds warranted bythe facts, taking into account in a close case 'the fact that the trial judge had the advantage ofseeing the witnesses' " (Northern Westchester Professional Park Assoc. v Town ofBedford, 60 NY2d 492, 499 [1983], quoting York Mtge. Corp. v Clotar Constr.Corp., 254 NY 128, 133-134 [1930]; see Vizzari v Hernandez, 1 AD3d 431, 431-432 [2003]).
Ministers of any Church incorporated under article 8 of the Religious Corporations Law"shall be called, settled or removed . . . only by the vote of a majority of themembers of such corporation duly qualified to vote at elections . . . at a meeting ofsuch corporation specially called for that purpose" (Religious Corporations Law § 170;see Matter of Rock Church v Milani, 256 AD2d 255, 256 [1998]). Successors to thosetrustees whose terms of office have expired "shall be elected by ballot from the qualified voters"at each annual corporate meeting (Religious Corporations Law § 164). Notice for eithermeeting is required to be publicly read at a regular meeting of the Church for public worship, onthe two successive Sundays immediately preceding such meeting (Religious Corporations Law§ 163). Since the trial testimony established that no such notice was given here, thepurported meeting was invalid, rendering "the election void" (Matter of Goldfield Corp. vGeneral Host Corp., 29 NY2d 264, 269 [1971]; see Board of Mgrs. of Park Regent Condominium v Park Regent UnitOwners Assoc., 58 AD3d 589, 591 [2009]; Matter of Stile v Antico, 272 AD2d403, 404 [2000]; cf. Matter of Rock Church v Milani, 256 AD2d at 256).
The persons stated to be the elected trustees in the certificate of incorporation "shall be thetrustees thereof for the terms for which they were respectively elected and until their respectivesuccessors shall be elected" (Religious Corporations Law § 162). Since no successors havebeen elected, only the [*3]current trustees, Henderson Murphyand Lottie Carey, continue to serve as holdover trustees of the Church until such time as aspecial meeting is duly noticed and their successors are elected (see Matter of RyePsychiatric Hosp. Ctr., 101 AD2d 309, 317 [1984], revd on other grounds 66 NY2d333 [1985]). Accordingly, since this is, in part, a declaratory judgment action, the judgmentshould have included an appropriate declaration in favor of the plaintiff with respect to so muchof the complaint as sought a judgment declaring that the meeting held on August 29, 2006 was anullity, and that Henderson Murphy and Lottie Carey are trustees of the Church (see Lanza vWagner, 11 NY2d 317, 334 [1962], appeal dismissed 371 US 74 [1962], certdenied 371 US 901 [1962]).
In light of this determination, we also enjoin the defendants from exercising any authority orcontrol over the Church's temporalities and property, since they are not duly-elected Churchtrustees or officers pursuant to Religious Corporations Law § 5, which states that only"[t]he trustees of a every religious corporation shall have the custody and control of all thetemporalities and property, real and personal, belonging to the corporation and of the revenuestherefrom" (see Morris v Scribner, 69 NY2d 418, 424 [1987]).
The Trustees, however, failed to prove, by a preponderance of the evidence, which personswere qualified to vote at corporate meetings, or the Church's membership criteria. Article 8 ofthe Religious Corporations Law limits those qualified to vote at a corporate meeting of a churchincorporated thereunder to "all persons who are then members in good and regular standing ofsuch church by admission into full communion or membership therewith in accordance with theby-laws thereof" (Religious Corporations Law § 164). The bylaws the Trustees producedat trial were silent on the issue of how a person becomes a member of the Church. Moreover,while the Trustees asserted that membership could be obtained only after a person receivesapproval by a majority of the existing members, documents the Trustees submitted at trialcontradicted this assertion. The Trustees claimed that only nine persons were "true" members ofthe Church. However, minutes maintained by the Trustees from two purported business meetingsnamed 12 people as members eligible to attend the meetings. The Trustees, therefore, were notentitled to the relief sought with respect to the members.
Moreover, the Trustees failed to meet their burden of proving at trial their entitlement to anaccounting by the defendants (see AHASales, Inc. v Creative Bath Prods., Inc., 58 AD3d 6, 22-23 [2008]; LoGerfo v Trustees of Columbia Univ. inCity of N.Y., 35 AD3d 395, 397 [2006]; Palazzo v Palazzo, 121 AD2d 261, 265[1986]). Dillon, J.P., Florio, Balkin and Austin, JJ., concur.