H. JOSEPH BRENNER; LAWRENCE E. NIEMANN; JOSEPH R. BELL, JR.; JOSEPH MITTEL; JEFFREY R. LAMPE; WILLIAM L. RILEY; AND RICHARD GELHAUSEN v. PRIORY OF ST. JOHN THE BAPTIST, INC.; THE SOVEREIGN ORDER OF SAINT JOHN OF JERUSALEM
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RENDERED: JUNE 27, 2003; 10:00 A.M.
NOT TO BE PUBLISHED
Commonwealth Of Kentucky
Court of Appeals
NO. 2002-CA-000068-MR
H. JOSEPH BRENNER;
LAWRENCE E. NIEMANN;
JOSEPH R. BELL, JR.;
JOSEPH MITTEL;
JEFFREY R. LAMPE;
WILLIAM L. RILEY; AND
RICHARD GELHAUSEN;
v.
APPELLANTS
APPEAL FROM JEFFERSON CIRCUIT COURT
HONORABLE THOMAS J. KNOPF, JUDGE
ACTION NO. 01-CI-001827
PRIORY OF ST. JOHN THE BAPTIST, INC.;
THE SOVEREIGN ORDER OF SAINT JOHN
OF JERUSALEM
APPELLEES
OPINION
AFFIRMING
** ** ** ** **
BEFORE: EMBERTON, CHIEF JUDGE; BARBER, JUDGE; AND JOHN D.
MILLER, SPECIAL JUDGE.1
1
Senior Status Judge John D. Miller sitting as Special Judge by assignment of
the Chief Justice pursuant to Section 110(5)(b) of the Kentucky Constitution.
BARBER, JUDGE:
Appellants, H. Joseph Brenner, Lawrence E.
Niemann, Joseph R. Bell, Jr., R. Joseph Mittel, Jeffrey R,
Lampe, William L. Riley, and Richard L. Gelhausen, defendants
below (“Appellants), seek review of orders of the Jefferson
Circuit Court determining that some of their actions, as Board
members of the Appellee, the Priory of St. John the Baptist,
Inc. (“the Priory”),2 were improper.
Finding no error, we
affirm.
We refer to the facts as necessary to resolve the
issues on appeal.
On March 14, 2001, the Priory filed a
complaint against the Appellants in the Jefferson Circuit Court.
The Priory, an affiliate of the Sovereign Order of St. John of
Jerusalem (“the Order”), alleged that on September 3, 2000, the
Appellants had attempted to adopt a new set of bylaws for the
Priory without following proper procedure.
Ultimately, the
Grand Master of the Order removed the Appellants as directors
and officers of the Priory, and appointed a new Board of
Directors to take control of the Priory.
The new Board of
Directors then drafted a resolution rescinding the by-laws
passed by the Appellants.
2
Appellants named both the Priory and The Sovereign Order of
Saint John of Jerusalem as Appellees in their Notice of Appeal;
however, this appears to be in error, because the Order was not
a party below.
-2-
The Priory asserted that since their removal,
Appellants had continued to hold themselves out as the
legitimate Directors and had refused to relinquish control of
the Priory.
The case was submitted on briefs.
On October 9, 2001,
the trial court entered an Opinion and Order providing, in
relevant part:
At a meeting held on September 3, 2000, the seven
members of the Board [the Appellants] decided to
“shrink” the voting members to exclude the other
eleven voting members beside themselves, and then
voted unanimously to amend the Priory’s
bylaws. . . . Upon becoming aware of the new
bylaws, some members requested that they be set
aside. When the Board [the Appellants] refused,
John Grady [Grand Master of the Order] was
contacted. After failing to reach an amicable
solution, John Grady expelled the seven board
members from the Order and removed them from the
Priory’s Board. He further appointed a new Board
of Directors for the Priory which approved a
resolution, dated February 24, 2001, rescinding
the new bylaws.
On March 14, 2001, the Priory brought this action
against the seven members of the Board, who held
the September 3, 2000 meeting, alleging that these
members have continued to improperly hold
themselves out as the Priory’s legitimate Board of
Directors and have refused to relinquish control
of the Priory. The seven members of the
Board . . . [the Appellants] deny any wrongdoing
on their parts. . . .
OPINION
KRS 273.191 provides that the power to alter,
amend or repeal the initial bylaws or adopt new
bylaws is invested in the board of directors
unless otherwise provided in articles of
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incorporation or the bylaws. The Priory’s 1974
bylaws have the following language:
ARTICLE IX: Amendments
39. The Knights of the Priory may from
time to time by vote of a majority of
their overall number make, alter or
rescind any or all of the by-laws of the
Priory.
Thus, in order to vote in the new bylaws on
September 3, 2000, the Board had to have a vote of
a majority of the Knights of the Priory.
Defendants [Appellants] allege that they followed
Article IX by first shrinking down the number of
voting Knights to just themselves and then voting.
Defendants [Appellants] contend that they had such
power under Article VI of the bylaws, which
provides the Board with the general supervision,
management and control of the affairs and business
of the Priory, and are protected by the business
judgment rule.
After reviewing the original bylaws, the Court
finds no language therein supporting the Board’s
decision to temporarily suspend any Knight’s
voting privilege, so as to shrink the number of
voting members for a given vote to those on the
Board. A Knight’s right to vote would be rendered
meaningless if such were properly allowed under
the bylaws. . . .
The Court will not interrupt [sic] the Board’s
right of general supervision under the bylaws as a
basis to somehow temporarily suspend other
Knight’s voting privileges at will. Given that
the action taken by the Board at the September 3,
2000 meeting was improper, the disputed issue of
whether said meeting was a regular meeting or a
special meeting requiring notice is irrelevant.
Consequently, the new bylaws must be set aside.
The original bylaws remain in effect until they
are amended by a proper vote of the Knights of the
Priory.
. . . .
-4-
This Court will not address the validity of the
Order under John Grady, which was raised by
Defendants [Appellants}, or the discipline
received therefrom by any of the Defendants
[Appellants]. As stated in Music v. United
Methodist Church, Ky., 864 S.W.2d 286 (1993),
issues of faith, internal organization, and church
discipline are governed by ecclesiastical rule,
custom, and law, and civil courts generally have
no role in deciding such ecclesiastical questions.
The trial court determined that Appellants’ actions in
shrinking the voting membership and subsequently entering new
bylaws were improper, and set them aside, leaving the original
bylaws of the Priory intact.
By Opinion and Order entered
December 12, 2001, the court denied Appellants’ motion to alter,
amend or vacate the October 9, 2001 Opinion and Order.
On January 4, 2002, Appellants filed a notice of
appeal to this Court.
On appeal, Appellants assert that:
(1) THE SEPTEMBER 3, 2000 AMENDMENTS TO THE
PRIORY’S BYLAWS DO NOT CONTRAVENE EITHER THE
ARTICLES OF INCORPORATION OR THE ORIGINAL BYLAWS.
(2) THE COURT ERRED IN CONCLUDING THAT THIS
PROPERTY DISPUTE MUST BE RESOLVED THROUGH THE
APPEAL PROCESS CODIFIED IN THE CONSTITUTION OF THE
ORDER.
(3)
THIS CONTROVERSY DOES NOT INVOLVE A
DOCTRINAL DISPUTE, BUT RATHER A PROPERTY DISPUTE
AND THEREFORE THE CIVIL COURTS HAVE JURISDICTION
TO RESOLVE IT.
(4) THE COURT SHOULD HAVE RESOLVED THIS
CONTROVERSY BY UTILIZING ITS INHERENT POWER OF
EQUITY.
-5-
(1)
Appellants acknowledge that the original bylaws
required a two-thirds majority to vote in new bylaws.
Appellants maintain that they had enough votes, “because they
[first] voted to shrink the membership of the Priory to the
seven members who were then serving as Directors.”
Appellants
would have us believe that they did not “violate the tenor of
the original bylaws,” by terminating the membership of the other
voting Knights and then unanimously voting to amend the bylaws.
Appellants cite no authority to support this curious
argument.
Nor do they explain how the trial court erred.
The
court declined to interpret “the Board’s right of general
supervision under the bylaws as a basis to somehow temporarily
suspend other Knights’ voting privileges at will.”
The court
explained that a Knight’s right to vote would be rendered
meaningless, were the Board allowed the unfettered discretion to
act as it did at the September 3, 2000 meeting.
The court
concluded that the Board’s actions were improper; thus, making
the issue of whether the subject meeting was special or regular
irrelevant.
Having reviewed the original bylaws, we agree with
the sound reasoning of the trial court and adopt it as our own.
(2) & (3)
Next, Appellants appear to argue that the discipline
imposed upon them by John Grady cannot properly be resolved
-6-
through the Order’s appeal process, because the Priory never
agreed to Grady’s Order exercising such authority.
In Music v. United Methodist Church,3 relied upon by
the trial court in declining to address the validity of the
Order or the discipline imposed upon Appellants, the Kentucky
Supreme Court explained:
The United States Supreme Court has adhered to
the proposition that the First and Fourteenth
Amendments permit hierarchial religious
organizations to establish their own rules and
regulations for internal discipline and
government and to create tribunals resolving
disputes over these matters. Where this choice
is exercised and ecclesiastical tribunals are
created to decide disputes over the government
and direction of subordinate bodies, the
Constitution requires that civil courts accept
their decisions as binding. [Citation omitted.]4
We cannot agree with Appellants’ speculation that the
court “felt constrained by its misreading of Music.”
We find no
error.
(4)
Appellants assert that the expense and ill feelings
resulting from this controversy “could have been easily avoided”
had the trial court directed a vote on the amendments by all the
Knights.
In support of their position, Appellants rely upon
several maxims of equity law.
3
Ky., 864 S.W.2d 286 (1993).
4
We do not believe that the trial
Id., at 287.
-7-
court committed reversible error.
To the contrary, we believe
that directing a vote under the circumstances of this case would
constitute an “excessive entanglement with religion” by a civil
court, contrary to the holding in Music.5
Accordingly, we affirm the Opinions and Orders of the
Jefferson Circuit Court.
ALL CONCUR.
BRIEFS FOR APPELLANT:
BRIEF FOR APPELLEE:
Donald Killian Brown
Jeri D. Barclay
Louisville, Kentucky
Thomas E. Clay
Mark G. Hall
Louisville, Kentucky
5
supra.
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