Dispute over church governance; Freedom of religion; Lemon v Kurtzman; The ecclesiastical abstention doctrine; Winkler by Winkler v Marist Fathers of Detroit, Inc; Whether the trial court was required to abstain from adjudicating plaintiffs’ claim; Borgman v Bultema; Whether MCL 450.181 & MCL 450.185 exempt ecclesiastical corporations from compliance with the Michigan Nonprofit Corporation Act (MNCA)

The court held that the trial court did not err by resolving whether the parties’ Church was organized on a membership or directorship basis because this question did not require it to “entangle itself in any ecclesiastical or religious matter.” And the trial court’s orders did not interfere with defendants’ (pastor and Church) free exercise of religion. Plaintiffs-Church members sought a declaratory judgment that, under the MCNA, the Church was organized on a membership basis rather than a directorship basis and that recent amendments to its constitution and bylaws were invalid. They also moved the trial court to enter an order directing the Church to adopt a new set of bylaws. In addition, they alleged the pastor had breached his fiduciary duties of loyalty and care, and engaged in illegal, fraudulent, or oppressive conduct. The court rejected defendants’ argument that, under the ecclesiastical abstention doctrine, the trial court was required to abstain from adjudicating plaintiffs’ claim. “Whether the Church was organized on a membership basis or a directorship basis was not an ecclesiastical question—it was a corporate law question. To answer this question, the trial court needed to look no further than the Church’s Articles of Association and the MNCA. Resolving the parties’ dispute did not require the trial court to interpret any of the Church’s religious doctrine or to pass judgment on what it believed to be the form of corporate governance most in line with the Church’s discipline or values. It simply required the trial court to apply Michigan statutory law against the language of the Articles of Association.” The court also rejected defendants’ arguments concerning MCL 450.181 and 450.185. It noted the latter does not apply to the Church. As to the former, the trial court’s ruling “rested on its interpretation of the Church’s Articles of Association—not on whether the Church had the ability to amend its bylaws. The trial court never suggested that an ecclesiastical corporation could not adopt bylaws or prescribe how those bylaws may be amended. The trial court concluded only that, under the MNCA, an ecclesiastical corporation could not adopt bylaws inconsistent with the ecclesiastical corporation’s articles of incorporation. Defendants do not challenge that conclusion, and they do not otherwise explain how MCL 450.181 undermines it.” Affirmed.