387 P.3d 131
Idaho2016Background
- New Life Missions, Inc. (NLM) is an Idaho nonprofit church incorporated in 2001 whose bylaws require a voting membership roll, regular board meetings, and specified procedures to fill a vacant senior pastorate; no membership roll was maintained and meetings were irregular.
- NLM was administratively dissolved in Aug. 2009 and reinstated the same month; June 2010 annual report listed three directors: Duane Kemmer, Ruth Smith, and Tim Dolph.
- On Mar. 28, 2010, the board discussed replacing the senior pastor; Bob Newman said he was interested and thereafter served as pastor without a membership vote required by the bylaws.
- Smith, acting alone, announced a special membership meeting (announced at services July 18, 25, Aug. 1, 2010). At the Aug. 1 meeting, Phyllis Miller, Bob Newman, and Ruth Smith were elected directors.
- Appellants (Kemmer, Karen Kemmer, and Dolph) sued alleging the special meeting was improperly called because Smith lacked authority; the district court held Smith properly called the meeting, found Kemmer and Dolph had resigned/absented, and upheld the elections.
- The Idaho Supreme Court reversed: Newman was not properly appointed senior pastor (bylaws not followed), Kemmer and Dolph did not resign, and Smith lacked authority to call the Aug. 1 meeting so the election was void.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Was Newman properly appointed senior pastor? | Kemmer/Dolph: bylaws require board review and membership vote; none occurred, so Newman was not validly appointed. | Respondents: Newman served with board approval and effectively became pastor after Mar. 28 meeting. | Newman was not properly appointed; no membership vote as required by bylaws. |
| Did Kemmer and Dolph resign or cease to be directors before Aug. 1, 2010? | Kemmer/Dolph: neither tendered written resignations; absence/acts do not constitute resignation under Idaho law/bylaws. | Respondents: district court found they ‘‘resigned and/or absented themselves’’ (verbal/constructive resignation). | Reversed: no written resignations or evidence of removal; absence not a basis for resignation here. |
| Could Smith, acting alone, call the Aug. 1, 2010 special members’ meeting? | Kemmer/Dolph: only the board (majority of directors) or 2/3 of voting membership can call; Smith alone lacked authority. | Respondents: Smith was sole remaining director and therefore could call a special meeting under I.C. § 30-3-47. | Smith was not authorized: with three directors in office a board action required a quorum and majority; meeting call was invalid. |
| Were the elections at Aug. 1, 2010 valid? | Kemmer/Dolph: actions taken at an improperly called meeting are void. | Respondents: elections were valid because meeting was properly called and Newman was pastor. | Void: because meeting was improperly called, elections and actions taken there were invalid. |
Key Cases Cited
- Twin Lakes Vill. Prop. Ass'n, Inc. v. Crowley, 124 Idaho 132, 857 P.2d 611 (1993) (bylaws operate as binding contract and actions violating bylaws are void)
- Glahe v. Arnett, 38 Idaho 736, 225 P. 796 (1924) (meeting called in violation of bylaws renders election and related acts invalid)
- Smith v. Great Basin Grain Co., 98 Idaho 266, 561 P.2d 1299 (1977) (whether a director resigned is a factual question determined from circumstances)
- Credit Suisse A.G. v. Teufel Nursery, Inc., 156 Idaho 189, 321 P.3d 739 (2014) (trial court findings supported if based on substantial evidence)
- Miller v. St. Alphonsus Reg'l Med. Ctr., Inc., 139 Idaho 825, 87 P.3d 934 (2004) (standard for reviewing whether findings of fact are clearly erroneous)