Governance

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WI Court of Appeals – District I

Case Name: Donald Sims v. Jerusalem Missionary Baptist Church, Inc.

Case No.: 2022AP001590

Officials: White, C.J., Donald, P.J., and Dugan, J.

Focus: Governance

Sims, the present pastor and the son of the late founder of the church, appeals from an order granting Jerusalem Missionary Baptist Church, Inc., (the Church), Antoinette Redd, and Virgil Stephens’ motion to dismiss Sims’ amended complaint in which he sought to invalidate the 2019 version of the Church’s bylaws which provided that the successor pastor of the Church should have the general oversight and supervision of the spiritual affairs of the Church, and that the Church’s board of directors should have the general oversight and supervision of the business affairs of the Church. On appeal, Sims initially argued that: (1) the circuit court failed to construe inferences from the amended complaint in favor of Sims; (2) the amendments to the 1967 bylaws of the Church are void because the original bylaws only permitted amendment by a two-thirds majority vote of the members of the Church and members did not vote to amend the bylaws in 2016; (3) if the phrase, “by a [two-thirds] majority vote” in Article X of the 1967 bylaws was ambiguous, the text of Article X must be construed against the Church; (4) the Wisconsin Statutes do not permit the board of directors of a corporation like the Church to delegate the authority to amend corporate bylaws to an individual; and (5) WIS. STAT. §§ 181.0206 and 181.1022 (2019-20), were violated when the Church’s bylaws were amended in 2016 and 2019, because the amendments were neither adopted by, nor voted on by members of the Church.

The appeals court ruled that (1) the allegations in the amended complaint and the documents attached thereto, demonstrate that the 1967 Bylaws were properly adopted by the Church’s board of directors; (2) the 1967 Bylaws provide that the bylaws may be amended by a two-thirds majority vote of the Church’s board of directors; (3) the Church’s bylaws were properly amended in 2016 and 2019; and (4) if the 1967 Bylaws were invalid, then the 2016 Bylaws would have been the Church’s initial bylaws and they were properly adopted by the Church’s board of directors.

Affirmed.

Decided 10/31/23

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