Mt. Pilgrim Baptist Church, Inc. v. Bishop

• Decision Date: 11 December 2015
• Docket Number: No. L–14–1206.,L–14–1206.
• Citation: 56 N.E.3d 245
• Parties: MT. PILGRIM BAPTIST CHURCH, INC., et al., Appellants v. Raymond G. BISHOP, Jr., Appellee.
• Court: Ohio Court of Appeals

56 N.E.3d 245

MT. PILGRIM BAPTIST CHURCH, INC., et al., Appellants

v.Raymond G. BISHOP, Jr., Appellee.

No. L–14–1206.

Court of Appeals of Ohio, Sixth District, Lucas County.

Dec. 11, 2015.

David A. Bryan, Toledo, and Nathan H. Zechman, for appellants.

Stuart J. Goldberg, Jeffrey M. Stopar, and Neema M. Bell, Toledo, for appellees.

YARBROUGH

, P.J.

I. Introduction

{¶ 1} Appellants, Mt. Pilgrim Baptist Church, Inc., Robert Newton, Nathan Willis, and R.T. Braddy, appeal the judgment of the Lucas County Court of Common Pleas, granting appellee's, Raymond Bishop, Jr., motion to dismiss. For the reasons that follow, we affirm.

A. Facts and Procedural Background

{¶ 2} The background facts relevant to our disposition of this appeal, as set forth in appellants' complaint and otherwise contained in the record, are as follows:

i. Initial Governance Documents of Mt. Pilgrim Baptist Church

{¶ 3} Mt. Pilgrim Baptist Church, Inc. is a nonprofit corporate congregational church located in Toledo, Ohio. Bishop has been the pastor of the church since 1990. Until somewhat recently, the church's operations were governed by its Articles of Incorporation and a document entitled “Preamble,” which appears to be a set of bylaws for the church. Notably, the Preamble states that the government of the church “is vested in the body of believers who compose it. It is subject to the control of no other ecclesiastical body.” Further, the Preamble establishes several offices within the church including, among others, a pastor, deacons, and trustees. Under the Preamble, the deacons are the “helpers, counselors and assistants to the pastor.” Likewise, the trustees are charged with carrying out the “directions of the pastor and the church that have been voted and adopted by the majority membership.”¹ Amendment of the Preamble was expressly provided for within the document, which permitted amendments, additions, or repeal of the Preamble by a vote of “at least two-thirds of the members present at the annual business meetings.”²

{¶ 4} At the time of Bishop's hiring, the church's business and financial affairs were managed by the trustees. According to the Preamble, the trustees were responsible for holding title to the church's property in trust. In addition, the Preamble states that the function of the trustees was to “affix their signatures to legal documents involving the sale, mortgage, purchase, or rental of property, or other legal documents where the signature of trustees is required.” However, the Preamble is careful to note that the trustees “have no power to buy, sell, mortgage, lease or transfer any property without a specific vote of the Church authorizing each action.”

{¶ 5} Over time, the trustees stopped meeting, eventually disbanding in 1998. Thereafter, the deacons began managing the business and financial affairs of the church under Bishop's supervision.

ii. Events Preceding the Filing of Appellants' Complaint

{¶ 6} In 2000, the Board of Deacons approved the purchase of a Volvo automobile for Bishop's personal use. Three years later, Bishop, acting on behalf of the church, purchased a $58,000 Mercedes–Benz E Class automobile for his personal use. Bishop did not inform the Board of Deacons of his intent to purchase the Mercedes–Benz automobile, nor did he obtain the Board's consent prior to completing the purchase. Likewise, in 2005, Bishop obligated the church to pay for a $48,000 Lexus GS 300 that he purchased without the knowledge and consent of the Board of Deacons.

{¶ 7} Meanwhile, in 2004, the church obtained a credit card for Bishop and certain members of the Board of Deacons to use for church business. The use of the church credit card appears to have continued without incident for many years. However, in 2009, the Board of Deacons was notified that Bishop purchased $4,000 in furniture for his son using the church's credit card. Although Bishop asserted that his use of the credit card was justified, he eventually reimbursed the church for the cost of the furniture out of his own funds.

{¶ 8} In addition to his alleged misuse of the church's credit card, Bishop also transferred title to the 2000 Volvo and 2003 Mercedes–Benz to himself. Bishop allegedly failed to seek the Board of Deacons' permission to transfer the vehicles.

{¶ 9} Once his conduct was discovered, Bishop transferred the vehicles back to the church. Nonetheless, the Board of Deacons hired an attorney to investigate Bishop's handling of church funds. Pursuant to this investigation, the Board's attorney made written requests to Bishop for certain information and documents. According to the complaint, Bishop failed to respond to the written requests, and has refused to comply with the Board of Deacons' instruction to relinquish control of the aforementioned automobiles.

{¶ 10} In June 2010, the Board of Deacons formed a task force charged with developing an employee handbook and other governance documents. Additionally, the Board began working toward the adoption of a code of regulations to govern the church. Six months later, the Board approved a code of regulations and submitted it to the task force to be presented to the congregation at its January 25, 2011 annual meeting. The code of regulations and the employee handbook were conditionally adopted by the congregation at the 2011 annual meeting with the stipulation that the congregation would be permitted to review the documents and revisit the issue at the next annual meeting.

{¶ 11} Under the code of regulations, the Board of Deacons is granted broad powers over the administration of the church. Specifically, the board is empowered to “direct all Church business and affairs and control its property.” Concerning the oversight of Bishop, the code of regulations provides, in relevant part:

The Deacons, acting as a Board shall have powers:

(a) To fix, define and limit the powers and duties of all officers, and to fix the salaries of all officers and employees;

(b) To appoint, remove or suspend, with or without cause, any officer, agent or employee of the Church as they deem advisable, and to determine their duties and fix their compensation.

{¶ 12} Moreover, the code of regulations delineates the role, responsibilities, and authority of Bishop as the pastor of the church as follows:

ARTICLE V: EMPLOYEES

1. Pastor. The Board of Deacons, acting for the Church, shall employ a pastor to direct and be responsible for the spiritual affairs of the Church, in accordance with the terms and conditions of employment set forth in the Mt. Pilgrim Employee Policy Manual.

2. Authority of Pastor. The pastor shall have the authority to handle his immediate staff within the budget approved by the Mt. Pilgrim Finance Committee. The pastor shall have no authority or responsibility over any other program operated under aegis of the Church or in conjunction with the Church * * *.

{¶ 13} Regarding changes to the code of regulations, Article VIII provides: “These Regulations may be amended or repealed at any meeting of members called for that purpose by the affirmative vote of the majority of the members present.” In that regard, the code of regulations further provides that “[t]he members present at any meeting shall constitute a quorum.” Moreover, the code of regulations states: “A simple majority of voting members shall be required to take any action.”³

{¶ 14} Following the provisional adoption of the code of regulations, and in light of Bishop's noncompliance with the Board of Deacons' requests for information, the Board of Deacons met on June 28, 2011, and July 5, 2011, and ultimately decided to terminate Bishop's employment. Thereafter, the Board of Deacons drafted a letter of termination, which was hand-delivered to Bishop at his personal residence.

{¶ 15} Two days after receiving the letter of termination, Bishop sent a response letter to the Board of Deacons, refusing to acknowledge the Board of Deacons' authority to terminate his employment in light of his understanding that the congregation appointed him as the “leader of the Church in all areas” at the January 25, 2011 annual meeting. On the following Sunday, Bishop appeared before the church and proceeded to the pulpit, where he called for a meeting of church members to discuss his termination. At that meeting, which was videotaped and placed into the record in this case, Bishop asked to be declared the leader of the church by its members and to have the code of regulations promulgated by the Board of Deacons dissolved. Having apparently received the consent of the members present at the meeting, Bishop proceeded to exercise his authority as leader of the church by dismissing the members of the Board of Deacons from their positions.

iii. The Filing of the Complaint

{¶ 16} In light of the foregoing, the church, joined by Newton, Willis, and Braddy, filed their complaint against Bishop in this action on October 4, 2011. The individual appellants were members of the church's Board of Deacons. Citing a resolution passed by the Board of Deacons, the individual appellants alleged that they were authorized to file the present action on behalf of Mt. Pilgrim Baptist Church, Inc.

{¶ 17} In their complaint, appellants sought the following:

(1) a judgment declaring that the January 25, 2011 code of regulations was validly enacted and that the Board of Deacons established thereunder had the authority to manage the church and its finances;

(2) a judgment declaring that Bishop's employment was properly terminated by the Board of Deacons on July 6, 2011;

(3) a finding that Bishop was liable for trespass as a result of his continued performance of church duties without the consent of the church following the termination of his employment;

(4) a determination that Bishop was liable for conversion for refusing to return the church's automobiles, namely the 2000 Volvo, 2003 Mercedes–Benz, and 2006 Lexus;

(5) a judgment that Bishop misappropriated church funds by, among other things, using the church credit card for

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