NEW v. KROEGER
| Decision Date | 11 March 2009 |
| Docket Number | No. D051120.,D051120. |
| Citation | 167 Cal.App.4th 800,84 Cal.Rptr.3d 464 |
| Court | California Court of Appeals Court of Appeals |
| Parties | Dale W. NEW et al., Plaintiffs and Appellants, v. Donald L. KROEGER et al., Defendants and Respondents. |
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Baker & McKenzie, Charles H. Dick, Jr., Abby B. Silverman, San Diego, Lauren S. Cartwright and Jason K. Petrek, San Diego, for Plaintiffs and Appellants.
Goodwin Procter, David Booth Beers and Jeffrey David Skinner for The Episcopal Church as Amicus Curiae on behalf of Plaintiffs and Appellants.
Payne & Fears, Eric C. Sohlgren and Daniel F. Lula, Irvine, for Defendants and Respondents.
Wild, Carter & Tipton and Russell G. VanRozeboom, Fresno, for the Diocese of San Joaquin and the Anglican Bishop of San Joaquin as Amici Curiae on behalf of Defendants and Respondents.
This action arises out of a dispute concerning the governance of St. John's Parish church (St.John's) that is a member of the Protestant Episcopal Church in the United States (the Episcopal Church), located in Fallbrook, California. The clergy, members of the governing board and a majority group of its members (collectively, the defendants) resigned their membership in the Episcopal Church. When they did so, the Bishop of the Diocese of San Diego (San Diego Diocese) determined that the remaining loyalist members of St. John's Parish (collectively, individual plaintiffs) constituted the true membership of St. John's Parish, the resigned dissident members were no longer qualified to serve as members of St. John's Parish's governing board, and a new governing board should be elected. The individual plaintiffs elected a new board, but the resigned members of the board, who had since voted to become affiliated with an Anglican Church in Africa (Anglican Church), refused to relinquish their seats, or control over the assets of St. John's Parish, which were held by a corporation known as St. John's Parish corporation (Parish corporation).
The individual plaintiffs and the San Diego Diocese filed a lawsuit under Corporations Code section 9418 1 seeking a declaration that they were the true and lawful directors of St. John's Parish. The plaintiffs stipulated that they were only seeking a determination of who were the proper board of directors of the Parish corporation, not who owned the assets of St. John's Parish. 2 The court thereafter held a motion hearing, finding in favor of the defendants. The court concluded that, applying “neutral principles of California corporations law,” the defendant board members were the lawful directors of the Parish corporation.
On appeal plaintiffs assert the court erred in finding in favor of defendants because (1) the court refused to consider and did not defer to the San Diego Diocese's determination of the true membership of St. John's Parish; (2) the Parish corporation was subordinate to the Episcopal Church; (3) the board of the Parish corporation lacked the authority to amend the bylaws and articles of incorporation to disaffiliate from the Episcopal Church; and (4) the court failed to afford plaintiffs the evidentiary hearing to which they were entitled.
We conclude that (1) applying neutral principles of law, the defendants lacked the power and authority to amend the bylaws and articles of incorporation of the Parish corporation to make it part of the Anglican Church, and their actions in this regard are a legal nullity; (2) by taking the actions they did, defendants were no longer a part of the Episcopal Church and could not be the lawful directors; (3) we must give deference to the Episcopal Church and San Diego Diocese's determination as to who constituted the true members of St. John's Parish, and consequently the election of the individual defendants as board members of the Parish corporation was a legal nullity; and (4) applying neutral principles of law to the actions of the Episcopal Church and San Diego Diocese in determining who were the true members of the church, the result is the same. Accordingly, we reverse and remand this matter with directions that the court enter judgment for plaintiffs.
The Episcopal Church is a hierarchical church with a three-tiered organizational structure. At the highest level is the Episcopal Church itself, which is an unincorporated association operating on a national level in the United States and multiple other countries. The Episcopal Church is governed by a “General Convention,” comprising lay and clerical delegates, which has adopted a constitution and canons that are binding on all subordinate entities in the church.
The second level of the Episcopal Church consists of 111 “dioceses,” which are separate and distinct ecclesiastical entities that superintend the mission and ministry of the Church within their respective geographic areas. As a condition of its creation, each diocese must accede to the constitution and canons of the Episcopal Church and is required to recognize the authority of the church's general convention. Upon being admitted into union with the church, a diocese then convenes its own annual convention, which adopts a diocesan constitution and canons consistent with the constitution and canons of the Episcopal Church. The San Diego Diocese is a diocese of the Episcopal Church and was created in this manner.
The “ecclesiastical authority” of each diocese is the bishop, who is a member of the ordained clergy elected to that position by a convention of the diocese. The Right Reverend James R. Mathes is the Bishop of the San Diego Diocese.
The third level of the church comprises individual congregations of Episcopalians, where persons faithful to the doctrine and discipline of the Episcopal Church gather for worship. Each congregation is governed by an elected board known as a “vestry.” A start-up congregation that is dependent on the larger church for nurture and support is known as a “mission,” and once a mission becomes self-supporting, its vestry may ask that the congregation formally be admitted into union with the diocese responsible for that locale. As a condition of that admission, the mission congregation also must accede to the constitution and canons of the Episcopal Church and the diocese. In recognition of the congregation's pledge of subservience, a diocesan convention may elect to accept the application and create a new ecclesiastical entity known as a “parish” for use by the local congregants in their mission and ministry. St. John's Parish is a parish of the San Diego Diocese and the Episcopal Church; it was created in the manner described above.
Once a parish has been created and admitted into union with a diocese, its elected vestry, with the concurrence of the bishop, formally “calls” an ordained priest of the Episcopal Church to be its primary pastor. Such person is called the “rector” of the parish, and, by canon law, the rector is a member of the parish vestry. The defendant Reverend Donald Kroeger was an ordained member of the Episcopal clergy and was elected as the rector of St. John's Parish.
A vestry of a parish may, but is not required to, form a nonprofit religious corporation for the purpose of holding the parish's assets. If it chooses to form a corporation, then the vestry also serves as the board of directors for that parish corporation.
Since its inception in 1789, the Episcopal Church has required that every diocese accede to the constitution and canons of the Episcopal Church as a condition of being admitted into union with the church. When the San Diego Diocese was created in 1973, it included the following provision in its constitution:
“The Church in the Episcopal Diocese of San Diego accedes to the Constitution and Canons of that branch of the One, Holy, Catholic and Apostolic Church, known in law as The Protestant Episcopal Church in the United States of America, also known as The Episcopal Church, and recognizes the authority of the General Convention of the same.”
The San Diocese also included a provision in its constitution that permitted a local mission congregation to apply for admission as a parish of the San Diego Diocese and the Episcopal Church. That provision requires that in its application for parish status, a local congregation must promise to be bound by the authority of the diocesan and Episcopal constitutions and canons, and it must adopt bylaws “in which such Parish expressly accedes to the Constitution, Canons, doctrine, discipline and worship of The Episcopal Church and to the Constitution and Canons of the Episcopal Diocese of San Diego.” The diocesan canons further require that the parish's bylaws incorporate the Episcopal and diocesan constitution and canons, which must prevail when there is a conflict with the bylaws:
“[T]he Constitution and Canons of The Episcopal Church and the Constitution and Canons of The Episcopal Diocese of San Diego ... shall be incorporated in said Bylaws; and that in the case of any conflict between said Constitutions and Canons and said Bylaws, the former shall prevail over and in all respects supersede and to that extent effect the repeal of the said Bylaws.” (Italics added.)
Once formed as an ecclesiastical entity, a parish may not unilaterally “disaffiliate” from the Episcopal Church or the diocese by a vote of its current membership or any other means. Pursuant to the San Diego Diocese's canons, any parish seeking to change its status, revert to being a mission congregation or cease its existence as part of the Episcopal Church, must follow specific procedures for dissolution, which include consent of the Bishop. In the event of such change, title to parish assets reverts to the diocese. This is in keeping with the...
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