Writ application denied.
JLW
JTG
WJC
JBM
PDG
Hughes, J., concurs and assigns reasons.
Crichton, J., concurs for reasons assigned by Hughes, J.
Supreme Court of Louisiana January 17 2024
I concur in the dismissal of the Church, which is not the proper party defendant. The unauthorized acts alleged cannot be said to be “acts of the corporation.”
Rather, they were the acts of the remaining defendants as named in the amended petition, which claims remain viable.
One may argue that the acts alleged, rather than the acts of the Church, were acts in furtherance of an unauthorized and perhaps fraudulent coup d’état. The Articles of Incorporation require 30 days notice in writing mailed to each member. There is no indication whatsoever that this requirement to amend the articles was accomplished.
After proper notice, an amendment to the Articles of Incorporation requires a two-thirds vote of its members present and voting at a meeting regularly called and held for that purpose. An impromptu voice vote at the conclusion of service does not comply, and there is no evidence to substantiate the vote count.
Further, the supposed amended Articles were purportedly executed by the “Senior Pastor and President,” yet neither the Articles in effect or the attempted new Articles provide for an office of “Senior Pastor and President.” The Articles in effect provide for a Board of Trustees, with offices of Chairman, Vice Chairman, Secretary, and Treasurer. The purported new Articles provide for a “Board of Directors, also known as the Leadership Team,” providing further that “all corporate authority shall be exercised by or under the direction of the Leadership Team.” While the Senior Pastor is to be the “Chairman,” there is no mention of a “President” and the role of Senior Pastor is designated as one of “leadership and guidance,” which begs the question whether the alleged new Articles were ever actually executed. The coup de grâce is the requirement in the “new” Articles that the Leadership Team “will consist of members completely loyal to the church, Senior Pastor, and the ministerial pastors.” One would hope that a Higher loyalty would come into play.
As noted above, these are allegations and arguments that appear. No legal conclusions can be reached at this time. The matter should be adjudicated after proper discovery and establishment of the facts.