*1 con- reasons, I reverse Mr. Henderson's would these For viction. JJ., Tem., J. Pro Pearson, Smith,

Dolliver J. Utter, concur 14, 1990.] En June 56204-1. Banc.

[No. Barnett, Appellant, v. Jack A. Hicks, L. Donald Respondents. al,

et *2 Edwards, Sieh, Hathaway, & Wiggins by Charles K. Smith, Wiggins Wright and Catherine for appellant. Rohan, Shapiro, P.S., Breskin & Goldfarh, by Robert J. Knibb, David G. Rohan and respondents. for plaintiff J. —In 1967 incorporated and others Dolliver, Chapel Training and Bible Center Community (Community In Chapel) under former RCW 24.08. the articles of incorporation were amended under the Washington Non- profit 24.03. Corporation Act. RCW According 4, 1988, bylaws, prior to March was plaintiff "original Pastor", "recognized Spiritual who was as the Overseer of Church, appointed of God ordained and minis- try shepherd Community Chapel and to the flock of and Bible Training Center." The further provided that the original pastor, "having the original established Church by the support direction of God and with of the congrega- tion, shall have oversight agrees same until Pastor change." provided

The articles the corporation should exist with- out and members affairs of church were to be elders, managed by except board of senior specifically as by the corporation bylaws. restricted The board was to members, consist of at least three plaintiff, as well as who as the designated original chairman and an ex mem- officio original ber. The chairman could while not removed liv- ing. long plaintiff As was pastor the church and chairman, the board not to meet without his presence permission, except salary. consider his The board had authority and upon pastoral rights infringe no bylaws. in the listed incorporation, its years following

For 20 In incident. untoward operated without Chapel apparently 1987, however, misconduct of sexual allegations December began a January the elders by plaintiff surfaced. allegations. meetings regarding these hearings series and respect to the alle- hearing In order to facilitate fair misconduct, a written plaintiff signed of sexual gations aside as voluntarily stepped in which agreement be determined. validity charges might these while the days January over several were conducted Hearings wrote the elders February On February 1988. on his role pastoral restrictions plaintiff proposing "Special Plaintiff refused to him on a Status". putting the board's resolu- and to honor accept special status congregation He to the problem. announced tion of the senior elders and he was in his as pastor. continue role would *3 1988, a called and the meeting On board was March of the met with The circumstances plaintiff. senior elders passed reso- they The claim a disputed. are elders meeting response in articles of lution to amend the residence. the elders to leave his plaintiff which asked does, however, taken. He any Plaintiff denies vote was had been that amendments the articles acknowledge addition, in of him. In he concedes on the table front placed matter. wanted to take a vote on some they the elders said However, elders to leave plaintiff claims he asked the any action was taken. before further however, that the elders continued the undisputed, It is plaintiff join site did not them. at another and that meeting amended the articles continuing meeting, At the the elders concurrence requiring the by striking provisions the bylaws. to the articles and in plaintiff amendments elder, pur- plaintiff as a senior They voted to remove also addition, the elders articles. senior to the amended suant provisions gave which bylaws to remove those the amended original pastor authority veto actions of the board.

Plaintiff brought seeking this action a declaratory judg- ment that the senior had elders no amend articles without his concurrence. He sought also an order enjoining the interfering performance elders from with the of his on duties behalf of the church. board counter- claimed for a declaration that it properly acted amending bylaws. counterclaim, articles and In its second alleged plaintiff had fiduciary duty breached his corporation, and because of that conduct the board had him right remove as a of the member board. Among other counterclaim, affirmative defenses to the elders' plaintiff asserted that voiding church articles under the Washington Nonprofit Corporation Act would violate the Const, free exercise clause First Amendment and art. (amend. 34). 11§ granted The trial judge partial summary judgment on the board's first counterclaim and struck down the concur- rence in the church's articles of incorporation illegal. The court also held plaintiff legally was removed as director and that pursuant elders acted to a meeting: lawful board (a) undisputed It is here provide do not regular (b) special notice or meetings; directors all four present directors were at Barnett's morning house 4, 1988; (c) March adjourned there was no notice an (d) meeting plaintiff;

recessed to be resumed on to the 3/4/88 point Barnett at one asked the other three directors to leave (f) house, did; they bylaw his which . . . there was that stated permitted by meetings that directors' held presence must either be Barnett or presence; (g) all directors were morning on the of March 1988. The Court deter- meeting mines that there morning valid directors' meeting of March This was not 1988. terminated request Barnett's request the other directors leave his house. This *4 reflected Barnett's participate clear choice not any that meeting, either at that time or at continuation of that facts, meeting day. undisputed later that Based on the and declaration, Barnett's own it is suggest unbelievable to that participate fur- an intent to or evidenced intended morning or of March meeting in the ther meeting day. later of that continuation defenses. affirmative plaintiff's The court did not address summary judg- Later, motion for in defendants' second defenses ment, affirmative plaintiff's the court dismissed judgment The the board complaint. granted court and his the Court of appealed first Plaintiff on its counterclaim. court. The then certified to this appeal was Appeals. pre-March in this are whether legal issues case of the incorporation articles of Nonprofit the Washington on their face violated Chapel Act, 24.03, the board of RCW and whether Corporation Community Chapel has the of senior elders/directors incorporation articles of without authority to amend the has parties Neither of the plaintiff. of the the concurrence any corpora- holding our attention case called to pro- country, nonprofit, prohibits profit tion law the incorporation requiring in the articles vision to amend the articles. special concurrence of a individual case, defendants, bolster their Without such policy concern that there vague public claims of rely substance". We decline be no exaltation "form over however, language analysis, but believe adopt controlling. themselves is the statutes at issue reads Article 6 of the articles follows: Bylaws Amendments and Incorporation 1: Amendments to these Articles of Section (34) vote of the

may three-fourths affirmative be made concurrence, if original Pastor's of Senior Elders and Board presiding. ishe still Bylaws governing law for the 2: The shall be Section they corporation are of this extent internal affairs Incorporation. these Articles not inconsistent with may amended Bylaws corporation 3: The Section (%) of Senior vote of Board by a three-fourths affirmative concurrence, pre- if still original and the Pastor's Elders siding. *5 The right given defendants claim the by the articles of incorporation person for one to disapprove any amendment corporate to the articles was inconsistent with RCW 24.03- .115, prohibits which delegation powers of certain to com- directors, mittees of the board of and with RCW 24.03.165(2), which majority allows a of the board of direc- tors to amend the articles of incorporation.

The difficulty with the as argument to RCW 24.03- is .115 the given plaintiff comes from the of articles incorporation, not from the board of directors. RCW applies only 24.03.115 to actions taken aby board of directors, not agreements in reached the articles of incor poration. certainly power While it is true a veto does reside in plaintiff, this fact irrelevant. The statute action forbids by directors’, a board the case before the court involves of language in the articles incorporation. more Nothing of than prohibition against delegation to of a committee the of directors is by covered The the statute. statute is powers silent the of granted by issue the articles of incorporation. RCW 24.03.115 cannot and does not apply this case. 24.03.165(2)

RCW provides the amendment of articles incorporation of by a vote of the of in majority the directors However, office. provides: RCW 24.03.455 Whenever, respect any by with action to be taken members a corporation, incorpo- or directors of articles of require greater ration of the members or the vote or proportion concurrence of a directors, may be, required as the case than by the articles of respect action, chapter provisions to such incorporation shall control. (Italics ours.) questioned

It cannot be but that face article 6 the articles of "original Pastor" is nec- essary three-fourths majority which would amend Thus, or either the articles of incorporation. original pastor vote of the is that "vote concurrence greater proportion" by allowed the statute. trial court stated:

The pre-March Chapel's The (Barnett) original pastor by articles for concurrence prohibition on its face the to the articles violated amendment against delegating This to amend the articles. required original pastor was an unlawful concurrence person, "greater proportion" to one and was not delegation directors because all directors 24.03.165(2) .455, contemplated RCW rights. same did not have the be examined is not what question We disagree. says. Nothing but what it "contemplates" statute *6 Pas- "original of the naming text the act forbids the part of person who must be anyone else —as the tor" —or Furthermore, find no legis- we majority. the three-fourths of the history twisting meaning plain lative to justify well, retrospect, English might of the statute. Article It by improvident provision. as an be viewed some however, court, to torture the statute the function this freely to into those who chose enter protect order to relationship. kind of Community of the

The board senior elders/directors Chapel authority, plain- no without the concurrence has tiff, bylaws. and incorporation amend the articles of to court and remand for further While we reverse trial necessarily out this does not proceedings, point we The issue of by plaintiff. effort the board oust defeat the duty to be fiduciary breach of still remains considered the trial court.

Reversed. and Brachtenbach, Andersen, C.J.,

Callow, Utter, Tern., JJ., Pro and J. concur. McInturff, Smith, of the Bible Dore, J. —I dissent. The Board of Directors Community Chapel1 authority had Center and Training bylaws and ter- amend the articles Pastor Barnett. minate Chapel Training will and Bible Center 1For ease of reference Community Chapel. referred to as

hereinafter be majority The eliminates the board's protect the interests of the church and makes the board inopera- tive. pastor's The veto power over the actions of the board impermissibly allows one director grind the wheels of the corporation to a halt. The Washington Nonprofit Corpora- Act, 24.03, tion RCW protects the interests of a corporation and its directors requiring a majority of the board or a "greater proportion" directors, as set forth in the articles of incorporation, to amend the bylaws. articles and veto violates the spirit and word of the Act. No majority attained, could ever be and no proportion would be great enough articles, to amend the if Barnett part were not of the vote.

Barnett, by into entering a written agreement whereby he agreed step aside as permit the board of directors to have the exclusive right to conduct a hearing on his alleged (which sexual involvement with parishioners had church) resulted against lawsuits should be estopped from asserting power.

The majority fails to set forth the written agreement between Barnett and the elders concerning the investiga- tion of Barnett's alleged sexual misconduct. I believe that the agreement is an important element to deciding this case. agreement signed by Barnett on January *7 1988, reads as follows: agree The elders necessary protect it is to misusing Don from

accusations of conflict of pastoral interest and of his authority to exercise unfair control hearings over these to his personal Therefore, advantage. the elders ask Don to voluntar- ily submit to two conditions. 1. any Don shall not authority exercise hearings over these and eldership over the exclusive review sessions. The board of group elders as a authority shall exercise final over these meet- ings. agreement applies only This hearings to these and does pertain any not to other church matters. Jerry 2. permit Don & shall hearings they to continue until are concluded to the satisfaction of the elders. Don shall not stop act as meetings they begun. once have Donald Lee Barnett

/s/ 1-25-88 hearings elder, a senior later described Hartley, Scott 10,1988: in his of March testimony affidavit five for January 25 and continued began hearings on In attendance at day the next several weeks. a for hours Elders, including Don Bar- Senior to the hearings, nett, hours, Jerry addition For nine Church. elders were other ordained which he was aware the facts of Zwack detailed pas- and his abuse of relating to Barnett's sexual conduct Don authority. toral responded presentation, Don Barnett At the close of Zwack's twenty-seven allegations and admitted for fifteen hours to the six- period women over a acts with four different adulterous months, such acts had occurred teen result these acts occurred took vacations with some but denied some of He stated that "spiritual of his conditions." occurred when at his home and some deny He not of the women. did disfellowshipping or that he he had threatened had women with destroyed files. admissions, decided that As the senior elders a result of verify they not need to hear from other witnesses did Jerry protection allegations, and decided that Zwack's Church, that Barnett should be Barnett and the Don Don Status," placed to allow him to continue "Special on which would Pastor, prohibit his occupy position of Senior but would Special any females. This Status was being alone with letter, copy Don Barnett in a of which announced to place Special was Barnett on Status attached. The decision 26, 1988, February at congregation to the church announced Friday service, congregation regular night church and the the was cooperate with this requested decision. Barnett, however, at refused to Papers, Clerk's 26-27. accept status the board's resolution special honor that he problem. congregation He announced that he of the senior elders and in his as pastor. would continue role Invalidity Under the Power Veto Corporation

Washington Nonprofit Act from the corporate exercised rights Church societies have state, a In Washington of American law. period earliest in at three dif- rights least may corporate church exercise incorporate "corporation as a may A church ways. ferent 24.12.010, sole", nonprofit managed corporation RCW *8 888 1-person nonprofit corporation

a board or managed by a a persons. board of two or more RCW 24.03.100.2 "cor- poration incorporated church managed sole" and the a 1-person power board vest full in one management individ- however, management power, ual. Full lie does exclu- sively person the hands of one in an church incorporated persons. a board of two or managed by more Community Chapel incorporated a 3-person with board and Barnett was an ex designated officio member. Notwithstanding opportunity 1-person to a change 1986, board in 3-person retained the Chapel incorporated board. As multimember board Act, Community Chapel must with Act's comply provi- corporations. sions governing such prohibits The Act the. board from delegating author- ity bylaws: to amend articles or If provide, the articles of ... so the board of directors, . may designate appoint . . one or more com- directors, mittees each of which shall of consist two or more committees, authority which the . . . shall have and exercise the management corporation: board directors in the

Provided, That no such committee shall have the amending, altering directors reference to repealing bylaws; incorpora- . . amending . the articles of tion; .... Here, RCW power 24.03.115. the articles gave to veto incorporation. amendments the articles of This unchallenged power effect has unlawful delegating to amend the articles than the less whole board. The final decision to amend the articles I delegated to one ex officio agree director. trial court requirement the concurrence violates the Act's prohibition against delegating power to amend the articles. initially required any corporation. 2The Act minimum of three directors for (former 24.03.100). 1986, requirement Laws of ch. RCW § changed permit ch. 1-member board of directors. Laws of 15. § RCW 24.03.100. concurrence found the The trial court also *9 provi- voting requirements" the "Greater void requires corpora- The Act sion of RCW 24.03.455. majority of the by a tion's articles shall be amended 24.03.165(2).3 However, if the articles directors. RCW by a may be amended provide, themselves so the articles simple a rather than "greater proportion" of directors RCW 24.03.455.4 majority. provide not does requirement

The concurrence amend the "greater proportion" of directors to vote of a an enough pass great No would be proportion articles. part if of it. The concurrence amendment Barnett were not it RCW 24.03.455 because is invalid under way in a attempts to redefine the vote of board Driver, See Driver 119 Wis. 2d by the statute. permitted (Ct. 1984). addition, unlike App. 349 N.W.2d Act, Corporation recently Nonprofit revised Model Corporation in Washington Nonprofit nothing there is specified provision requires Act an to validate article See bylaws. or changes in the articles person approve Act, Model Nonprofit Corporation Revised Official Com- 10.30, (1987).5 at ment to § incorporation provides: to the shall 3RCW 24.03.165 "Amendments articles following in the be made manner: members, "(2) having voting rights, with Where there are no or no members question, adopted meeting regard an at a amendment shall be upon receiving majority in the vote of a of the directors office." directors "Whenever, respect provides part: action to be 24.03.455 in with 4RCW incorporation corporation, the members or directors of the articles taken require greater proportion of the members or direc vote concurrence of a or action, tors, be, chapter respect may required by to such case than with as the provisions of shall control." the articles of provides: Nonprofit Corporation Act the Revised Model 5Section 10.30 of approved may require or to be an to the articles "The articles amendment person persons an writing specified the board. Such article or other than in person writing approval may only in of such provision with the be amended Nonprofit Corporation This section is persons." Act 277 Revised Model any prior law. new is not based The Legislature "greater proportion" its language power allows directors; be equally shared more it among does not allow power concentration one ex officio director. A "greater proportion" person is not one with the to grind the corporation wheels of the to a halt. If a corporation wants control, a director to have unilateral it must incorporate as a 1-person board. This was not done here.

This rule sense, makes viewed particularly against when potential liability individual directors are to for subject mismanagement of corporate duty affairs. Directors have a perform "in a manner such director believes to be best interests of the corporation". RCW 24.03.127. If a director breaches this If duty may be liable. a director may be liable for actions not taken the best interests of *10 corporation, the he must at least have the corresponding power to deal with those actions in protect order to himself. The directors here were pending concerned about lawsuits against the corporation by three former members of the congregation who alleged as a result of damages sexual behavior. The protect the sought church from lawsuits and the directors from individual liability by putting status, Barnett on special he meaning was not to be alone with any Barnett, females. with his if power, valid, could prevent the board from protecting interests of the church and could make the board In inoperative. situation, such a powerless board would have been prevent the pastor from being alone with female members of the church. sum,

In I would hold that the concurrence requirement is invalid under the Act because it unlawfully delegates to amend the articles to one individual and it establishes requirements voting the articles that are not for provided in the Act. The senior elders had the authority to amend the articles without Barnett's concurrence.

891 Religion Not Prohibited Free Exercise if concurrence contends violates Chapel's articles Act Act, unconstitution voidance of the articles under the First his free exercise of under ally impairs religion greater argues he is entitled Amendment.6 Barnett that He relies Constitution.7 Washington protection However, state constitution. language on the textual alone has textual distinctiveness this court noted state constitu justification insufficient reliance Jones, State v. independent ground as an for decision. tion (1989). Therefore, 488, n.11, 112 498 772 P.2d 496 Wn.2d only. analyzed provision his under the federal claims will pro- First Amendment The free exercise clause of the law make no shall part "Congress vides relevant prohibiting respecting religion, an establishment Const, . The criti- . .". amend. 1. free exercise thereof U.S. Lyng "prohibit". in the free cal word exercise clause is 439, Ass'n, Indian Protective U.S. Cemetery Northwest L. Ed. 2d 108 S. Ct. Supreme prohibitions, Court outright addition penalties on held that indirect coercion or repeatedly has attempts argue ruling court's violates the establishment 6Barnett trial argument not raised before the the First Amendment as well. This clause of suggests full text of the First court. While Barnett reliance on the trial clause, argue nor implicitly did not Amendment included establishment A issue on this issue before the trial court. constitutional furnish Rosier, court, appellate In re an raised in the trial court will not be considered 2.5(a)(3) (1986), save the estab does RAP 105 Wn.2d 717 P.2d 1353 nor 2.5(a)(3) contemplates an RAP issue for review this court. lishment clause *11 Scott, right. affecting v. 110 exception State trial error a constitutional party 682, 686, may can 492 It not be invoked because 757 P.2d Wn.2d Scott, (quoting "'identify litigated 687 State at issue not below.'" a constitutional (1982), part, Valladares, 63, 76, part, App. rev'd P.2d Wn. 639 813 31 aff'd (1983)). 663, 664 P.2d 508 99 Wn.2d 1, Washington provides that Constitution "[abso section 11 of the 7Artiele religious worship . . . . . shall be of . conscience in all matters lute freedom of Const, (amend. 34). 1, every . .". 11 guaranteed to individual. art. § 892

the free exercise of religion subject scrutiny are However, the First Amendment.8 gov- "a mere denial of a ernmental benefit uniformly applicable statute does infringement constitute religious liberty." of Bowen v. Roy, 693, 704, 735, U.S. L. Ed. 2d 106 S. Ct. 2147 (1986); see Lyng, 485 U.S. at 450-55.

In Lyng, organizations Indian challenged the Forest plan Service's permit timber and road con- harvesting struction in an area that was traditionally used for religious purposes by members of three American Indian tribes northwestern California. The Court acknowledged government's action will virtually destroy the Indians' abil- ity practice religion. Nonetheless, their the Court held the free exercise clause prohibit government did not from pursuing plan its harvesting timber and road con- struction because the plan neither coerces conduct incon- sistent with religious beliefs penalizes religious activity. nor The Court distinguished the indirect coercion cases from the facts imply before it and held that these cases did not that: government incidental effects of programs, may which make it practice more difficult to religions certain but which have no

tendency to coerce acting contrary individuals into to their beliefs, religious ward a require government bring for- [does not] compelling justification for its otherwise lawful actions. Lyng, 485 U.S. at 450-51. Lyng,

Like this case is dissimilar to those in per- which pressured sons have been to choose rights between practicing Yoder, their See religion. Wisconsin v. 406 U.S. 205, 15, 32 L. Ed. 2d (1972); 92 S. Ct. 1526 Sherbert v. Yoder, 8See Wisconsin v. 205, 15, (1972) 406 U.S. 32 L. Ed. 2d 92 S. Ct. 1526 Verner, (compulsory law); Sherbert v. 398, school attendance 374 U.S. L. Ed. 965, (1963) (denial unemployment applicant 2d 83 S. Ct. 1790 benefits to who accept Sabbath); requiring Thomas v. Review refused to work her to violate the Div., Empl. Bd. Ind. (1981) Sec. 450 U.S. 67 L. Ed. 2d 101 S. Ct. 1425 (denial unemployment applicant religion benefits to whose forbade him to fab Unemployment Comm'n, Appeals weapons); Hobble v. ricate 480 U.S. 94 L. (1987) (denial unemployment religious Ed. 2d 107 S. Ct. 1046 benefits to Sabbath). resigned position required convert who her to work

893 Verner, Ct. 398, 406, U.S. L. 2d 83 S. 1790 374 10 Ed. (1963). in the coer- presented The dilemma to individuals Sherbert, Yoder cases, cion absolute. Individuals was were forced to neglecting religious choose between their obligations and liable for criminal rendering themselves sanctions or ineligible for state benefits.

The law at issue here does involve com- government not pulsion. The Act is terms and wholly religious neutral Act. Fur- uniformly applicable to under the incorporators thermore, incorporate. Act does not churches to require Only when a church voluntarily incorporation, seeks subject case, done How- by is it constrained the Act. ever, the Act itself if permits unilateral control of a church it is incorporated with a board. 1-person

Barnett opportunity had the choice and of unilateral control over his church incorporating 1-person with a Barnett, action, board. He declined to do this. failed to avail himself statutory provisions which would accomplish very thing he wants done here. The Act did affirmatively compel Barnett, by threat of sanctions or benefits, loss of to refrain from con- religiously motivated simply Furthermore, duct. It regulates activity. a secular no tenet religion of Barnett's incorporate demands that he under the Act. Barnett has not carried his burden of show- that his ing religious practice is burdened by Washing- Nonprofit Corporation ton Act. Signed Agreement Step

Barnett With To Elders Aside Participate

as Pastor and To Not Proceedings agreed step Barnett aside as and authorized the board of directors to conduct hearings to resolve a solution. estopped Barnett is now from asserting any right claimed concurrence at the subject meetings. order to establish equitable estoppel, it must be party shown that (1) admission, estopped made an statement or act which (2) claim; was inconsistent with his later other (3) thereon; party party relied the other would allowed to estopped were party if the to be injury suffer Board admission, or act. statement his earlier repudiate 545, 551, P.2d Seattle, 108 Wn.2d Regents UWof to facili- Here, agreement an voluntarily signed misconduct. sexual alleged about his hearings fair *13 tate board of directors that Papers, agreed at 35. He Clerk's he meetings" and these exercise final over "shall once meetings stop his to act as right forfeited implicitly Barnett they begun. By agreement, had matter. of this adopt a resolution authorized the board for 5 lasted hearings of which The conducted a series these conclusion of weeks. At the day hours a for several which Barnett resolution adopted the board a hearings, meeting The like it. he didn't apparently because rejected Barnett's of 4, 1988, consequence March direct on Barnett, agree- by of the board's resolution. rejection energies time and ment, induced the board to devote its on acted The board agreement. terms of the carry out the if prejudiced greatly be and would representations such result of As a his commitment. repudiate could justifiable board's and the signing agreement from action, estopped Barnett should upon reliance agreement. obligation from his withdrawing Notification require- that, if the concurrence even Barnett contends religion exercise of the Act and his ment was invalid under the board's violated, notified of properly he was not was not that argues 1988. Barnett on March meeting afternoon meeting 4 were at the March actions of the board notice to Barnett gave never because the elders invalid meeting. they continued if the only meetings notification requires

The Act The RCW 24.03.120. such notice. require articles bylaws or require did Community Chapel bylaws of articles and Therefore, is irrelevant whether it meetings. notice intention notice of their adequate give failed to elders Further- 1988. of March meeting morning continue his right his claimed Barnett waived more meetings. subject at the present to be relin- voluntary the intentional by A arises waiver upon insist neglect known right, of a quishment 667, 669-70, P.2d 960 Webster, Bowman Wn.2d it. may per- arise waiver addition, implied an he a right has waived party After a of conduct. son's course adversary. of his the consent it without may not reclaim question waiver is a Bowman, 670. The determination at Bowman, at 670. trier of fact. for the may rights waived trial court found Barnett by his con- meetings present subject at the have had to be 4, 1988: of March morning duct on the presence morning in Barnett's were all directors was a valid there 1988. The Court determines March This morning March 1988. meeting on directors' request that the other by Barnett's not terminated meeting was clear request reflected Barnett's his house. This directors leave choice not to that time or meeting, either at participate day. meeting later that Based of that at continuation *14 declaration, facts, it own undisputed and Barnett's the unbelievable intended to or evidenced suggest that Barnett morning meeting further participate an of day. intent meeting later 4,1988, March or continuation at 654-55. Papers, Clerk's way was under meeting that a valid disputes

No one and the other directors grew angry when Barnett conduct, effec- he By house. them out of his ordered right his and waived tively meeting walked out of any continuation meeting participate and at present render does not Barnett's absence Consequently, it. Davis, See Robinson proceedings illegal. subsequent N.Y.S.2d 311 A.D.2d Conclusion pastorate his from terminated justifiably reasons: following

(1) had the stat- Community Chapel's board of directors utory authority church's articles of incor- to amend the poration negating pursuant to the Act. concurrence (Barnett) unlawfully person to one delegated amend the It further established bylaws. articles and the Act. voting requirements prohibited by in the articles (2) Barnett, agreement into a written entering whereby step permit he agreed to aside to conduct right board of directors to have the exclusive hearing parish- on his sexual involvement with alleged resolution, ioners and to make and effectuate a findings waived his right protest agree- and withdraw from the ment. He should be from his obli- estopped withdrawing gation under the agreement.

(3) The senior a valid directors pursuant elders acted meeting. At the Barnett did meeting March instead, not exercise power, his claimed veto he ordered the elders to leave his with them to go home. He failed to By the new meeting site to conclude the board's business. actions, he have rights might waived and all present meeting. had to be at the I would affirm the trial court. J., J.

Durham, Dore, concurs with En Banc. June 56388-8.

[No. 1990.] Ray Petitioners, H. v. Meridian Oil, Kunkel, al, et al, Respondents.

Inc., et