Bradley v. Jones

• Decision Date: 31 July 1980
• Docket Number: No. 1344,1344
• Citation: 604 S.W.2d 450
• Parties: Delores J. BRADLEY, Appellant, v. Ruth JONES et al., Appellees.
• Court: Texas Court of Appeals

Page 450

604 S.W.2d 450

Delores J. BRADLEY, Appellant, v. Ruth JONES et al., Appellees.

No. 1344.

Court of Civil Appeals of Texas, Tyler.

July 31, 1980.

James E. Conley, III, Hardberger & Herrera, San Antonio, for appellant.

Earl C. Hill, Hill & Walls, San Antonio, for appellees.

SUMMERS, Chief Justice.

This is an appeal from a judgment in a consolidated nonjury trial of two separate causes of action. The trial court's judgment granted injunctive relief to plaintiffs in the first cause (appellees herein) and denied relief to plaintiffs in the second cause (appellant herein). From this adverse judgment appellant Delores J. Bradley has appealed.

We affirm.

Both causes of action originated out of the operation of the Ella Austin Community Center, a chartered nonprofit community service corporation doing business in San Antonio, Texas.

On February 20, 1978, the Board of Directors of the Center amended its by-laws, reducing the size of the board from thirty-three members to twenty-five members. Lots were drawn to establish the new terms of the remaining board members, staggered one year, two years, and three years.

At a regularly scheduled meeting of the Board of Directors on December 18, 1978, members of the Board (appellees herein) conducted an executive session in which the Executive Director, Delores J. Bradley (appellant herein), was terminated by a vote of the members present.

Appellees, Ruth Jones and other members of the Board of Directors of the Center, instituted the first cause alleging that Delores J. Bradley (appellant) was terminated on December 18, 1978, and asking that appellant be enjoined by temporary restraining order, temporary injunction, and permanent injunction in the following particulars:

A. Remaining on or about the premises of ELLA AUSTIN COMMUNITY CENTER, 1023 N. Pine, San Antonio, Bexar County, Texas, or any other such address where the business of the agency is carried out.

B. Refusing to immediately turn over the keys, business records and papers, books and funds belonging to the ELLA AUSTIN COMMUNITY CENTER to the Board of Directors or their representative.

C. Interfering in any way or fashion with the business or operation of the ELLA AUSTIN COMMUNITY CENTER and its Board.

D. Contacting any staff employee or Board member hereafter in any attempt to disrupt normal business.

E. Refusing to execute any necessary bank records and signature cards to immediately transfer access to agency funds to the Board of Directors.

F. Refusing to turn over to the Board of Directors any and all property of and belonging to the ELLA AUSTIN COMMUNITY CENTER.

Appellant, Delores J. Bradley, joined by four members of the Board, instituted the second cause alleging that the actions of the board meeting on December 18, 1978, were illegal and in contravention of the by-laws of the Ella Austin Community Center in certain particulars and asked that the court appoint a receiver, grant declaratory relief setting aside the alleged illegal acts of the Board, and enjoin the appellees from conducting any further alleged illegal activities.

On January 12, 1979, the trial court signed an order in the two causes sustaining "Motions to Consolidate" and providing in pertinent part as follows:

. . . and it is therefore Ordered, Adjudged and Decreed that the above actions be consolidated with a hearing on these Causes to be held at 9:00 a. m. on the 17th day of January 1979 on three issues after the hearing of any technical arguments on the pleadings if any to the suit:

I. Was the Board of Ella Austin Community Center prior to December 31, 1978 validly constituted;

II. Was the Executive Director validly terminated on December 18, 1978;

III. Is the Board sitting after December 31, 1978 validly and legally constituted.

On January 18, 1979, the consolidated action came on for trial on its merits before the court without a jury, and on January 31, 1979, the trial court rendered and signed its judgment in the case, finding that appellees' petition in the first cause should be in all things granted and that appellant's petition in the second cause should be in all things denied; adjudging that the termination of appellant Delores Bradley on December 18, 1978, was proper and authorized; and granting the Board of Directors of the Center (appellees herein) a permanent injunction against appellant Delores Bradley in the particulars requested; and ordering that petitioners in the second case (appellant herein) take nothing and that judgment be rendered against them.

Appellant Bradley predicates her appeal upon four points of error. In her first and third points of error appellant alleges that the trial court erred in finding that three members of the board of Ella Austin Community Center, Inc., constituted a quorum; and in finding that a legal board meeting was held on December 18, 1978. In both of these points appellant is complaining of factual findings made by the trial court from the testimony and evidence adduced at the trial of the case.

No statement of facts was filed. The court's judgment contained a recital of the following fact findings:

(1) That a quorum "constituted one-third of the duly elected or appointed and qualified members but not less than three in number"; that there was a quorum present at the meeting of the Board of Directors on February 20, 1978; that the twelve members present constituted a quorum; that one (Oliver Sutton) left the meeting before the drawing of lots, leaving eleven members present to constitute a quorum; that everyone on the Board at the time of that drawing was entitled to start with a new first term commencing January 1, 1978, and to hold two terms from and after January 1, 1978; that when board members finished two terms from and after that date, they must be off the Board for one year under the present by-laws.

(2) That there was a quorum present at the meeting of the Board of Directors on December 18, 1978; that twenty-two named persons were on the Board as of that date; that one member (Deborah Crawford) was terminated by virtue of three unexcused absences, leaving twenty-one members of the Board on December 18, 1978; that at the Board meeting on said date sixteen members of the Board were present, of which twelve voted to terminate Delores Bradley, three abstained and...