Baba Makhan Shah Lobana Sikh Ctr., Inc. v. Singh

• Decision Date: 26 March 2014
• Citation: 115 A.D.3d 948,2014 N.Y. Slip Op. 02041,983 N.Y.S.2d 47
• Parties: In the Matter of BABA MAKHAN SHAH LOBANA SIKH CENTER, INC., et al., appellants, v. Parmjit SINGH, et al., respondents.
• Court: New York Supreme Court — Appellate Division

115 A.D.3d 948

983 N.Y.S.2d 47

2014 N.Y. Slip Op. 02041

In the Matter of BABA MAKHAN SHAH LOBANA SIKH CENTER, INC., et al., appellants,

v.Parmjit SINGH, et al., respondents.

Supreme Court, Appellate Division, Second Department, New York.

March 26, 2014.

Devereaux Baumgarten, New York, N.Y. (Sidney Baumgarten of counsel), for appellants.

Smith & Nesoff, PLLC, New York, N.Y. (David L. Smith of counsel), for respondents.

RANDALL T. ENG, P.J., RUTH C. BALKIN, SANDRA L. SGROI, and JEFFREY A. COHEN, JJ.

In a proceeding pursuant to the Not–for–Profit Corporation Law, inter alia, to dissolve the Management Committee of Baba Makhan Shah Lobana Sikh Center, Inc., and to extend the terms of office of its executive officers until an election can be held, the petitioners appeal from an order and judgment (one paper) of the Supreme Court, Queens County (Agate, J.), dated June 9, 2011, which granted the respondents' cross petition for a declaration, inter alia, that Gurmej Singh is the president of Baba Makhan Shah Lobana Sikh Center, Inc., pursuant to the bylaws as amended September 16, 2007, in effect, made that declaration, and, in effect, denied the petition and dismissed the proceeding.

ORDERED that on the Court's own motion, the proceeding is converted to an action, the order to show cause is deemed to be a summons, the amended petition is deemed to be the complaint, and the answer to the amended petition, the cross petition, and the opposition papers of the respondents, respectively, are deemed to be an answer, a counterclaim, and a motion for summary judgment dismissing the complaint and on the counterclaim for a judgment declaring, inter alia, that Gurmej Singh is the president of Baba Makhan Shah Lobana Sikh Center, Inc., pursuant to the bylaws as amended September 16, 2007 ( seeCPLR 103[c]; Matter of Southern Queens Park Assn. v. Capitol Ins. Co., 107 A.D.3d 1006, 969 N.Y.S.2d 84); and it is further,

ORDERED that the order and judgment is affirmed, with costs.

The petitioner Baba Makhan Shah Lobana Sikh Center, Inc. (hereinafter the corporation), was organized in 1998 as a not-for-profit corporation for the purpose, among others, of establishing and maintaining a Sikh temple in Queens. The corporation's bylaws provided, inter alia, for a Management Committee with members who remained “in office for their natural lives,” and for 45 days' notice of any proposed amendment to the bylaws. In a notice dated August 16, 2007, the corporation's then-president informed the members of a meeting to be held on September 16, 2007, only 31 days after the date of the notice, to amend the bylaws. At the meeting on September 16, 2007, the members in attendance unanimously voted to amend the bylaws to provide for a new management structure. Pursuant to the amended bylaws, the members of a new Management Committee and a new Trust Committee served terms of up to three years. Moreover, the amended bylaws designated four members to each serve as the corporation's president for a one-year term.

After the meeting in September 2007, the new management structure was implemented. Jarnail Singh took office as the corporation's president in 2010. On or about December 20, 2010, as his presidential term neared its end, Jarnail Singh and other executive officers commenced this proceeding pursuant to the Not–For–Profit Corporation Law on their own behalf and on behalf of the corporation, inter alia, to dissolve the Management Committee, and to extend their terms as executive officers until an election could be held. The petitioners argued that the unlimited terms of office of the Management Committee members under the original bylaws violated Not–For–Profit Corporation Law § 703(b). Moreover, they contended that the August 2007 notice of...