Corporate Law Church trustees violate by laws

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mgray34

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Here's a question for anyone. The church that I attend, recently voted in a new pastor. To help push this through, the trustees didn't allow members under the age of 18 to vote. The bylaws specifically say that anyone who is an active member has the right to one vote. Those under 18 according to our bylaws qualify as active members. There are no requirements for age in our bylaws. There are some other violations as well. My question is, if a church is not abiding by its bylaws, can it put its incorporated status at risk? A section of our Articles of Incorporation states that "the purposes for which the new corporation is formed are as follows:

To maintain and conduct a church in accordance with the customs, articles, rules, regulations, discipline and doctrines of the Baptist Church..."

If a church violates its bylaws, can the members sue? (You must be asking, what is the world coming to right?)
 
What is defined as an "active member of the church?"

My understanding is that a corporation's status can be revoked under certain circumstance but I'm not sure this illustrates such a case. While I might think that age discrimination is an issue, here we might be dealing with the age of the majority as well as other guidelines. What more can you tell us other than you participate in the church but they won't let you vote? What did they tell you with regard to your argument? The more information the better.

Originally posted by mgray34
Here's a question for anyone. The church that I attend, recently voted in a new pastor. To help push this through, the trustees didn't allow members under the age of 18 to vote. The bylaws specifically say that anyone who is an active member has the right to one vote. Those under 18 according to our bylaws qualify as active members. There are no requirements for age in our bylaws. There are some other violations as well. My question is, if a church is not abiding by its bylaws, can it put its incorporated status at risk? A section of our Articles of Incorporation states that "the purposes for which the new corporation is formed are as follows:

To maintain and conduct a church in accordance with the customs, articles, rules, regulations, discipline and doctrines of the Baptist Church..."

If a church violates its bylaws, can the members sue? (You must be asking, what is the world coming to right?)
 
"Ultra Vires" acts or bad acts by officers can be actionable. Here is an excerpt from the New York State Consolidated Laws, Not For Profit Corporations:

S 203. Defense of ultra vires.
(a) No act of a corporation and no transfer of real or personal property to or by a corporation, otherwise lawful, shall, if duly approved or authorized by a judge, court or administrative department or agency as required, be invalid by reason of the fact that the corporation was without capacity or power to do such act or to make or receive such transfer, but such lack of capacity or power may be asserted:
(1) In an action by a member against the corporation to enjoin the doing of any act or the transfer of real or personal property by or to the corporation. If the unauthorized act or transfer sought to be enjoined is being, or is to be, performed or made under any contract to which the corporation is a party, the court may, if all of the parties to the contract are parties to the action and if it deems the same to be equitable, set aside and enjoin the performance of such contract, and in so doing may allow to the corporation or to the other parties to the contract, as the case may be, such compensation as may be equitable for the loss or damage sustained by any of them from the action of the court
in setting aside and enjoining the performance of such contract;
provided that anticipated profits to be derived from the performance of the contract shall not be awarded by the court as a loss or damage sustained.
(2) In an action by or in the right of the corporation to procure a
judgment in its favor against an incumbent or former officer or director of the corporation for loss or damage due to his unauthorized act.
(3) In an action or special proceeding by the attorney-general to
annul or dissolve the corporation or to enjoin it from the carrying on of unauthorized activities.
 
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