A trial court in Manhattan has been called upon to interpret the bylaws of what is purportedly the oldest black Baptist church in the state of New York in order to determine whether the recently elected pastor was validly elected. It has interpreted the Church’s bylaws to include a word that isn’t there.
The bylaws of the Abyssinian Baptist Church provide that a pastor must be called “by the majority of the Members in Good Standing who are Eligible to Vote.” At the time of the election, the Church had 2,738 members in good standing. The Rev. Dr. Kevin R. Johnson was elected at a meeting where, according to the opinion, 1,208 votes were cast in person and by online voting, with a total of 672 affirmative votes and 535 negative votes.
A group of church members challenged the election. They argued that according to the bylaws, the pastor had to receive 1370 votes, a majority of the entire body of members in good standing and not a majority of those who actually voted.
After deciding that the Court could had jurisdiction to hear the case because it could be decided by “neutral principles of law” without getting into doctrinal issues and finding that the plaintiffs had standing to bring the case, the Court set about to interpreting the bylaws.
Not a current Nonprofit Issues subscriber? Start an introductory subscription for 3 months of full access for just $17.95.
The Court disagreed with the position taken by the protesters and agreed with the Church that such an interpretation would be “unreasonable and inconsistent with the bylaws.” “Any other interpretation of the term ‘majority’ would be unreasonable,” the Court said. “A contract should not be interpreted to produce an absurd result, one that is commercially unreasonable, or one that is contrary to the intent of the parties.” It argued that “clear, complete, and unambiguous contractual terms are to be enforced according to their plain meaning, and every aspect of the contract must be accorded meaning and effect.”
The plaintiffs argued that the parishioners were misled by church leaders into believing that a non-vote was a negative vote and argued that approximately 1,938 members opposed the election by abstaining from voting. The Court rejected the claim that a church leader told the congregation that an abstention meant a rejection of the candidate, and found that the leader had said that a majority vote was necessary to confirm.
The Court also found that a quorum was present at the meeting when the online voters were added to those physically present. (McGruder v. Abyssinian Baptist Church in the City of New York, Supreme Ct., New York County, NY, No. 159800/2024, 12/19/25.)
YOU NEED TO KNOW
This is another case where clearer language in the bylaws could have reduced the risk of litigation. The bylaws could have stated more clearly that confirmation of a new pastor required a majority of all members in good standing, or that it required only a majority of those voting at a meeting at which a quorum was present. The Court is correct that it would be unreasonable to require a majority of all members in good standing in an organization of several thousand members, most of whom don’t pay much attention to governance issues and are not likely to vote on governance matters. But the writers of the bylaws could have figured that out themselves when they wrote the bylaws and provided that the action required only a majority of those voting. Why depend on a court to determine that you win only because what you wrote is unreasonable? It undoubtedly causes a lot of disruption within the organization.
For more on how to avoid this kind of issue, listen to our Webinar: “Bylaws: The ‘Constitution’ of Nonprofits – The Art and Science of Making Them Work.”
Add new comment