Ethiopian Orthodox Tewahedo Church, Inc. v. Akilu Habte

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DISTRICT OF COLUMBIA COURT OF APPEALS
No. 21-CV-0262
RE’ESE ADBARAT DEBRE SELAM KIDEST MARIAM ETHIOPIAN
ORTHODOX TEWAHEDO CHURCH, INC., APPELLANT,
V.
AKLILU HABTE, MARTHA KASSA ENGIDA, METENU TESFA,
TEZAKU D. TEGENE, ELIAS MEAZA, KASSA T. BIRU, BEZA ASRAT TADESSE,
GIRMA TIRUNEH, TESFAYE ASSEGED, ADDISU ABEBE, MENGESHA ACHAME,
TADELE G. WOLDE, ABRAHAM HABTIE SELASSIE, AMEHA DESTA,
ZELALEM ANTENEH HABTE, and HAILU ZELEKE LEBU, APPELLEES.
Appeal from the Superior Court
of the District of Columbia
(2015-CA-007574-B)
(Hon. John M. Mott, Trial Judge)
(Argued November 16, 2022 Decided August 31, 2023)
George L. Lyon, Jr., with whom Robert N. Kelly was on the brief, for
appellant.
Donald L. Thompson, with whom T. Michael Guiffré, was on the brief, for
appellees.
Before BECKWITH and MCLEESE, Associate Judges, and GLICKMAN, * Senior
Judge.
*
Judge Glickman was an Associate Judge at the time of argument.
2
GLICKMAN, Senior Judge: This appeal arises from disputes between members
of the Re’ese Adbarat Debre Selam Kidest Mariam Ethiopian Orthodox Tewahedo
Church over the governance of the Church by its Board of Trustees. In October
2015, the Board filed a Superior Court lawsuit in the name of the Church against
parishioners who were challenging the Board’s leadership and the elections of
Trustees to the Board in July 2014 and March 2015. The complaint sought
declaratory and injunctive relief against the dissidents, including a judgment
affirming the validity of the two Board elections they contested.
In 2016, while the lawsuit was still pending, the Church conducted two more
elections to its Board of Trustees. The first was in March 2016 and was held to fill
the positions of the four Trustees elected in 2014, whose two-year terms were due
to expire. Subsequently, however, in a decision denying the plaintiff’s motion for
preliminary injunctive relief, the trial court ruled that the 2014 and 2015 elections
had been conducted in violation of the applicable Church Bylaws. This ruling
implied the likely invalidity of the March 2016 election as well. Although the ruling
denying interim relief was not a final determination of the issues for purposes of the
litigation, it led the Church to conduct a new election for the full Board of Trustees
in October 2016. That election resulted in the replacement of all the elected Trustees
on the Board by new ones.
3
Three months later, in January 2017, the newly reconstituted Board voted to
dismiss the Superior Court lawsuit. Based on that vote, the defendants filed a motion
to dismiss the suit on the ground that the persons bringing it lacked standing to
maintain it in the name of the Church following the election and decision of the new
Board. The Superior Court granted the motion to dismiss over the plaintiff’s
objection that the October 2016 election itself was invalid because there were no
vacancies on the Board at that time. This objection was premised on the asserted
validity of the preceding Trustee elections (despite the earlier non-final ruling to the
contrary), in which all the seats on the Board had been filled (and remained filled as
of October 2016). The Superior Court granted the defendants’ motion and dismissed
the complaint without definitively ruling on that precise issue. In the ensuing appeal,
however, this court vacated the judgment and remanded for further proceedings to
determine conclusively whether the earlier elections were invalid and whether there
actually were vacancies on the Board that could be filled in October 2016. 1
On remand, the Superior Court found that the Trustee elections held in 2014,
2015, and March 2016 suffered from flaws that rendered each of them invalid.
1
Re’ese Adbarat Debre Selam Kidest Mariam Ethiopian Orthodox Tewahedo
Church, Inc. v. Habte, No. 18-CV-0559, Mem. Op. & J. at 7 (D.C. Aug. 22, 2019).
4
Accordingly, the court reaffirmed its dismissal of the lawsuit in the name of the
Church for lack of standing.
In the present appeal from that dismissal, the plaintiff-appellant — nominally,
the Church — argues that the Superior Court erred in each of its findings of electoral
invalidity. For the reasons we explain in this opinion, we conclude that the court did
commit errors requiring us to vacate its order dismissing the complaint and to
remand the case again for further proceedings.
I. Background
Appellant is a Church founded in 1987 and incorporated as a nonprofit
organization under District of Columbia law. Bylaws adopted in 1996 provide that
the Church is “governed by a Board of Trustees elected by the General Assembly”
of the parishioners. The Board of Trustees is composed of eleven members: the
founder of the Church, who is a permanent member of the Board; the Church
administrator (called the Aleka), who serves as an ex officio Board member; eight
members who are elected by the General Assembly; and one member who is elected
by the clergy. The eight Trustees chosen by the General Assembly are elected to
two-year terms, which are staggered to elect half of them each year so that their
terms do not all end at the same time.
5
The 1996 Bylaws require the General Assembly to convene “once a year in
the month of October.” The Board is empowered to call emergency meetings of the
General Assembly at other times on at least 24 hours’ notice. In general, the
presence at a General Assembly session of “one-third of the total number of
registered members” constitutes a quorum, but “[w]here for any reason a quorum
cannot be obtained at such meeting, a second meeting shall be called within two
weeks at which the presence of any registered members shall constitute a quorum.”
A quorum of two-thirds of the members is required, however, “for a meeting called
to amend” the Bylaws. Most decisions of the General Assembly are made by “the
affirmative vote of a majority of the members present at a duly called meeting,” but
amendment of the Bylaws requires “an affirmative vote of not less than two-thirds
of the members in a General Assembly.” The 1996 Bylaws state that Church
members “shall have the right to vote on all matters brought before the parishioners,
provided that in order to elect members of the Board and other officials of the
Church, members shall have been financial contributors of record for at least six
months preceding any such elections.”
In 2012, the Board called three meetings of the General Assembly to vote on
replacing the 1996 Bylaws with a new set of bylaws containing different provisions
governing Church and Board membership and other matters. Attendance at each of
6
those meetings fell short of two-thirds of the General Assembly. As a result, and as
this court subsequently held in the Church’s previous appeal, the proposed 2012
Bylaws did not achieve the vote required for them to take effect and supersede the
1996 Bylaws. 2 However, the Board of Trustees viewed or treated the 2012 Bylaws
as having been adopted at the third meeting, which took place in June 2012, in
determining such matters as the eligibility of Church members to vote in a General
Assembly meeting.
There followed a two-year hiatus in which the General Assembly did not elect
anyone to the Board of Trustees. 3 But in July 2014, the General Assembly met again
for the purpose of voting on nominees to fill four elected seats on the Board. 4 In
compliance with the supposedly adopted 2012 Bylaws, only parishioners who had
paid monthly dues to the Church in each of the preceding six months or had been
2
Re’ese Adbarat Debre Selam Kidest Mariam Ethiopian Orthodox Tewahedo
Church, Inc. v. Habte, No. 18-CV-0559, Mem. Op. & J. at 7 (D.C. Aug. 22, 2019).
3
In July 2012, the General Assembly voted to postpone elections to the Board
indefinitely and extend the terms of the Trustees then on the Board. No election was
held until July 2014.
4
The vote was scheduled for July 13, 2014, but due to the absence of a
quorum, it was postponed to July 27, 2014.
7
granted an exemption from that obligation by Church leaders were deemed eligible
to vote.
On March 29, 2015, the General Assembly met to elect another four Board
members. Eligibility to vote again was determined pursuant to the financial
contribution requirements in the 2012 Bylaws. Minutes of the meeting were
prepared by the secretary of the Board of Trustees, Wessenyelesh Debela. 5
According to the minutes, the Church had 532 members at the time of the meeting.
If that is correct, there needed to be 178 members present for a quorum, 6 and the
minutes say that, after counting, there were 178 members present. A
contemporaneous report of the Church Committee for Electing the Board of
Trustees, which oversaw the election, states that Assembly members were “screened
and registered as per the membership list” and that the election was held after
“asserting” [sic; presumably, “ascertaining”] that a quorum was present. The report
5
Ms. Debela testified that she prepared minutes of General Assembly
meetings in Amharic, and that they later were translated into English. Only the
English version was produced in the proceedings below.
6
The minutes incorrectly state that only 175 members were needed for that
purpose. However, Ms. Debela testified that “175” was a typo. She added that
issues in the minutes could be resolved by referring to the original Amharic version,
except that she did not have the original to refer to.
8
states that the four candidates who were elected received from 80 to 130 votes
(meaning not all of them received a majority of the members present, if it is true that
178 members were in attendance). The report does not specify the number of
registered members of the Church or the number of those members present at the
meeting. 7
The report also notes, somewhat cryptically, that Priest Zelalem Anteneh
Habte (one of the appellees in this appeal) explained to the General Assembly that
he had resigned from the election committee “because [of] 1. Problems with the
bylaws, and 2. Because contrary to the resolutions of the board he had distributed
ballots to all who asked him for them.” 8
7
The Church’s membership lists for the years 2014 and 2015 were not
produced in discovery and were not in evidence. Appellant contends it did not have
access to these records, but it did not seek to compel their production.
8
The report goes on to say: “The General Assembly, and this committee,
agreed that everyone knew the reasons for his resignation and did not accept them
as valid. The meeting continued without any further delays.” Earlier in March 2015,
Priest Anteneh and two other election committee members had informed the General
Assembly in writing that they were suspending their participation on the election
committee because of irregularities in the nomination procedures being followed.
The irregularities they identified included the provision of nomination forms to
“people, whom we did not and could not confirm as members.”
9
In August and September 2015, members of the Church who had been
displeased with the Board’s leadership began to speak out more vociferously. There
were disruptions of Church religious services, and a group called the “Committee of
Concerned Church Members” or the “Committee of the Concerned” was formed and
met to discuss grievances. After the worship service on September 20, 2015,
Committee member (and appellee) Dr. Aklilu Habte declared that Church members
had decided to dismiss the eight Trustees elected to the Board by the General
Assembly and to replace them with an interim group pending the election of new
members by the General Assembly in accordance with the Bylaws. In a meeting
that ensued, a majority of the Church’s total membership allegedly voted to support
the ouster of the eight elected incumbents on the Board.
In response to this turmoil, a majority of the existing Board (with its
purportedly ousted members) voted to initiate the present lawsuit in the name of the
Church against certain members of the opposing Church faction. The complaint,
filed on October 2, 2015, sought a declaratory judgment that “the purported removal
of the eight validly elected members of the Board of Trustees [wa]s invalid and that
the Board of Trustees continues to be the governing entity of the Church in
accordance with its Bylaws”; and it asked for injunctive relief to prevent appellees
from “entering the Church premises without the consent of the Church Board of
10
Trustees” and from “representing themselves as having authority or control over
Church premises or property.” The plaintiff moved for a temporary restraining order
and a preliminary injunction ordering the defendants to relinquish Church property,
surrender control of the Church, and cease attending Church services.
The trial court, per Judge Maurice A. Ross, held an evidentiary hearing on the
plaintiff’s motion for temporary injunctive relief over the course of ten days between
October 13, 2015, and May 12, 2016. Meanwhile, the Board of Trustees scheduled
and held an election in March 2016 to fill four of the seats on the Board (because the
two-year terms of the four Trustees elected in 2014 were expiring). Appellant
subsequently submitted to the court a declaration of Girma Tessema, who chaired
the committee responsible for conducting the election and preparing the formal
“Election Report,” and an appended document containing the pertinent minutes of a
General Assembly meeting written by the election committee. According to this
submission, Church members eligible to vote in the March 2016 election were
determined pursuant to the “requirements of the church by-law,” but there is no
indication which bylaws were followed. The minutes state only that “it was
established that 194 members were present” and that “194 members in good standing
satisfied the required number for the quorum.” No count of the total number of
Church members (eligible or otherwise) was provided and no membership list was
11
attached. The four candidates with the highest number of votes purportedly replaced
the Board members who had been elected in July 2014.
On August 29, 2016, Judge Ross denied the motion for temporary injunctive
relief. Judge Ross found that none of the requirements for obtaining such relief had
been satisfied. In finding that the plaintiff had failed to demonstrate a likelihood of
success on the merits of the lawsuit, Judge Ross ruled that the Board members who
voted to initiate this lawsuit lacked the authority to do so on behalf of the Church
because they were not properly elected to the Board in 2014 and 2015 or had
remained on the Board beyond the limits of their terms. Among other things, Judge
Ross found that the Board members’ elections in 2014 and 2015 were invalid
because (1) the 2012 Bylaws had not been properly ratified by the requisite number
of members to satisfy the two-thirds quorum requirement of the 1996 Bylaws, and
the Church was still governed by the 1996 Bylaws; (2) the restrictive requirements
for membership and voting contained in the unapproved 2012 Bylaws were applied
in those elections, rather than the less restrictive requirements of the 1996 Bylaws;
(3) the quorum requirements of the 1996 Bylaws were not satisfied in either election;
and (4) the elections were not held in the month of October, in accordance with the
12
Bylaw requirement that the annual meeting of the General Assembly be held in that
month. 9
After this ruling, approximately 500 members of the Church signed a petition
calling for the election of a new Board. The Church’s founder, the only non-elected,
permanent Trustee, understood the court’s decision to mean he was the only Board
member unaffected by it. Through a mediation service, he engaged the services of
a neutral party, retired Superior Court Judge Curtis von Kann, to “draft a set of
election regulations in strict conformity with the 1996 Bylaws and then observe the
election in order to assure that it was carried out in a manner that complied with
those regulations.”
Appellees submitted a declaration by Judge von Kann describing the process
he followed to ensure adherence to the 1996 Bylaws, and the conduct and outcome
of the election he personally oversaw. The regulations that Judge von Kann drafted
were formally accepted and promulgated by the Church’s founder after first having
9
Appellant appealed the trial court’s order denying preliminary injunctive
relief. This court dismissed the appeal as moot in light of the trial court’s subsequent
order dismissing the case for lack of standing. Re’ese Adbarat Debre Selam Kidest
Mariam Ethiopian Orthodox Tewahedo Church, Inc. v. Habte, No. 16-CV-0990
(D.C. June 20, 2018).
13
been screened by interested parties (including the parties to this litigation, through
their counsel, who raised no objections). The regulations detailed the procedures to
be followed for the General Assembly to select a nominating committee and
thereafter to elect nominees to the Board of Trustees. For each task, the “first order
of business” would be to ascertain whether a quorum (one-third of the Church’s
registered members) was present “and which of those members [were] financial
contributors of record for at least six months preceding the election and . . . thus
eligible to vote for Church officials” under Article VI of the 1996 Bylaws. 10
To prove their membership and eligibility to vote (and determine the presence
of a quorum), the regulations required the parishioners to present their Church
membership cards (on which their past financial contributions to the Church were
recorded) and one other form of identification. Judge von Kann understood this to
be the manner in which eligibility determinations “had been traditionally made at
this Church.” A “registered member” who “ha[d] not made a financial contribution
10
Article VI is the previously mentioned provision in the 1996 Bylaws stating
that Church members “shall have the right to vote on all matters brought before the
parishioners, provided that in order to elect members of the Board and other officials
of the Church, members shall have been financial contributors of record for at least
six months preceding any such elections.”
14
to the Church during the preceding six months” would be allowed to “satisfy that
requirement of voting by making a financial contribution [in any amount] prior to
the election.” Judge von Kann explained that the 1996 Bylaws, unlike the
invalidated 2012 Bylaws, “do not specify any particular amount of money that is
required to be contributed monthly or any particular amount of money that satisfies
the requirement of having been a financial contributor for at least six months
preceding any election.”
The regulations further provided that once those steps were taken, designated
registrars would determine and announce (1) the total number of persons registered
as Church members, (2) the total number of those registered members in attendance,
and (3) whether the quorum requirement (one-third of the total number) was
satisfied. If so, the meeting and vote would proceed. 11
The election to fill the eight vacant seats on the Board allocated to parishioners
was held as planned at the General Assembly’s annual meeting on October 23, 2016.
Judge von Kann attended the entire meeting to confirm that the newly adopted
11
If less than one-third of the total number of registered Church members
were present, the meeting would be postponed until the following week, at which
time, under Article VIII of the 1996 Bylaws, the presence of any registered members
would constitute a quorum.
15
election regulations were followed. As he recounted in his declaration,
approximately six Church members were enlisted to “determine how many of the
Church’s then-registered 810 members were present.” They “circulated through the
assembly, carefully counted members in attendance, and then compared their results
for accuracy.” They determined that 432 Church members were present, which
satisfied the quorum requirement. Next, those members whose cards showed they
had contributed financially to the Church within the preceding six months, and any
members who had not contributed then but who made belated contributions in any
amount at the meeting in order to qualify, were found eligible and were allowed to
vote. Judge von Kann reported that “[n]o issues arose concerning eligibility to vote.”
The election resulted in eight new Board members. 12 Judge von Kann stated
in his declaration that he observed “no irregularities or improprieties,” that “the
meeting was conducted in strict conformity with the 1996 Bylaws and the election
regulations,” and that “[n]o objections were made to any of the procedures utilized
in the election of Trustees, nor to the resulting outcomes.”
12
After the results were declared, the Church clergy reported whom they had
chosen as the ninth elected Trustee.
16
On January 21, 2017, the newly elected Board voted unanimously to dismiss
this lawsuit. Based on that vote, appellees filed a motion to dismiss for lack of
subject-matter jurisdiction. The trial court (by Judge John M. Mott, who had
succeeded Judge Ross) granted the motion on the ground that the individuals who
brought this lawsuit lacked standing to sue in the name of the Church because the
power to act for the Church now rested with the Board elected in October 2016. In
agreement with Judge Ross’s earlier interim ruling that the proposed 2012 Bylaws
had not been legitimately passed, Judge Mott ruled that the Church’s 1996 Bylaws
remained in effect and that the October 2016 election conformed to those Bylaws.
The court was not persuaded by the plaintiff’s argument that the October 2016
election was invalid for the reason that there were no vacancies on the Board to fill
at the time the election was held. Judge Mott observed that there was “reason to
believe” the July 2014 and March 2015 elections that installed the plaintiff’s putative
Board members were “invalid.” But even if that was not so, the judge said, there
still were at least four vacancies on the Board at the time of the October 2016 election
because the two-year terms of the Trustees elected in July 2014 had expired by then.
(The judge did not mention the March 2016 election. 13) Since the new Trustees
13
His failure to do so is puzzling, since appellant’s opposition to the motion
to dismiss reported that the Church held elections on March 27, 2016, to replace the
17
elected in October 2016 to fill those four seats all voted to dismiss this lawsuit, as
did the new clergy-elected Trustee and the permanent and ex officio Board members,
Judge Mott reasoned that a validly seated majority of the eleven-member Board had
voted to dismiss this lawsuit regardless of whether the prior elections were valid.
On appeal, this court upheld the ruling that the 2012 Bylaws were not properly
enacted and that the 1996 Bylaws still governed the Church. 14 We remanded,
however, for further proceedings relating to the plaintiff-appellant’s contention that
there were no Board vacancies to fill in October 2016 because of the previous
elections. Noting, in particular, the trial court’s equivocal statement that there was
“reason to believe” the 2014 and 2015 elections were invalid, we said dismissal on
that basis would be unwarranted without “a clearly explained and definitive
four Board members elected in 2014 whose terms were expiring in 2016. The
opposition added that “the Church” held elections again on March 12, 2017, to
replace the four Board members elected in 2015 whose terms were expiring in 2017,
and that the “true Board” continued to “support the prosecution of this action.”
14
Re’ese Adbarat Debre Selam Kidest Mariam Ethiopian Orthodox
Tewahedo Church, No. 18-CV-0559, Mem. Op. & J. at 7. We also held, inter alia,
that the First Amendment did not bar the trial court from making its determinations
regarding the Church’s Bylaws, the validity of the Board elections, and the standing
of the persons who filed this lawsuit, since deciding those questions “required
application of no more than neutral principles of corporation law.” Id. at 6 (citing,
inter alia, Jackson v. George, 146 A.3d 405, 417 (D.C. 2016), and Family Fed’n for
World Peace v. Hyun Jin Moon, 129 A.3d 234, 250 (D.C. 2015)).
18
determination of that issue.” 15 Moreover, we said, a remand was necessary because
the trial court had not addressed the validity of the March 2016 election. If that
election was valid, we explained, it would affect the number of vacancies available
to be filled in the October 2016 election (which, in turn, could affect both whether
the Board was properly constituted when it voted to dismiss this lawsuit and whether
the requisite majority of validly seated Trustees did so vote). 16
On remand, the court found that the results of the July 2014 and March 2015
elections were invalid because they did not comply with three requirements in the
1996 Bylaws: (1) the list of eligible voters used in those elections was prepared in
accordance with the requirements in the 2012 Bylaws rather than the less restrictive
requirements in the 1996 Bylaws; (2) the plaintiff failed to establish that the quorum
requirement was satisfied in either election, and there were reasons to doubt it; and
(3) the elections took place in months other than October, the month in which the
1996 Bylaws specify the annual meeting of the General Assembly is to be held, and
the plaintiff had not established that proper notice of them was provided to the
15
Id. at 8-9.
16
Id. We also noted that the validity of the elections at issue could affect who
the proper Church Aleka was at the time the Board voted to dismiss this lawsuit, a
question the trial court had not explicitly resolved in its dismissal order.
19
Church membership. The court found that the March 2016 election was invalid for
the first and third reasons. Concluding that eight vacancies therefore existed to be
filled in October 2016, the court dismissed the suit for lack of standing.
In this appeal from that dismissal, the burden is on appellant to establish
standing to maintain this lawsuit in the Church’s name. 17 Appellant contends that
the trial court’s analysis of the invalidity of the pre-October 2016 elections suffers
from a number of legal and factual errors, which we address below. Appellees, on
the other hand, argue that we need not address whether appellant lacks standing to
sue in the name of the Church because this case is now moot. We address their
mootness argument first.
II. Mootness
Appellees characterize appellant’s lawsuit as essentially just a request for a
judgment affirming that the elected Board members who filed the lawsuit governed
the Church and that their removal from the Board was invalid. According to
appellees, granting any relief along those lines, including reinstating the Board that
filed this lawsuit, would have no impact on the parties because the two-year terms
17
UMC Dev., LLC v. District of Columbia, 120 A.3d 37, 43 (D.C. 2015).
20
of those Board members have expired, each faction of the Board has continued to
hold elections in the years since this lawsuit began, and a declaratory judgment
would not accomplish anything. Appellees claim this renders the case moot. We
are not persuaded this is necessarily so, however.
While this Article I court is not bound by “Article III’s strictures to resolve
only ‘cases’ or ‘controversies,’” we typically “hew closely to the jurisdictional
decisions of Article III tribunals” resolving issues of mootness. 18 “As a general rule,
the mootness doctrine prevents courts from deciding cases ‘when the issues
presented are no longer live or when the parties lack a legally cognizable interest in
the outcome.’” 19 “The burden of demonstrating that a case is moot falls heavily
upon the party asserting mootness.” 20 An appeal should be dismissed “when, by
virtue of an intervening event, a court of appeals cannot grant ‘any effectual relief
whatever’ in favor of the appellant.” 21 But if there is a potentially available remedy,
18
See In re Bright Ideas Co., 284 A.3d 1037, 1042 n.4 (D.C. 2022).
19
Geary v. Nat’l Newspaper Publishers Ass’n, 279 A.3d 371, 372 (D.C.
2022).
20
Classic CAB v. D.C. Dep’t of For-Hire Vehicles, 244 A.3d 703, 705 (D.C.
2021) (brackets omitted).
21
Calderon v. Moore, 518 U.S. 149, 150 (1996) (quoting Mills v. Green, 159
U.S. 651, 653 (1895)); see also Mission Prod. Holdings, Inc. v. Tempnology, LLC,
21
it “does not need to be ‘fully satisfactory’ to avoid mootness[;] . . . even the
availability of a ‘partial remedy’ is ‘sufficient to prevent [a] case from being
moot.’” 22 In Jackson v. George, for example, this court reviewed the trial court’s
order following a bench trial regarding claims brought by church members against
individuals who purported to be acting on behalf of the church, including the claim
that the defendants improperly terminated their membership. 23 Although the
defendants provided signed letters welcoming the congregants back to the church on
the eve of the trial, the congregants claimed injuries beyond their loss of membership
that resulted from the defendants “taking control of the church.” 24 Because other
relief could still be provided and other claims were unresolved, the case was not
moot.
In the present case, it appears the parties continue to have a concrete interest
in the outcome of this litigation. Appellees have not identified any evidence, such
139 S. Ct. 1652, 1660 (2019) (“Under settled law, we may dismiss the case for that
reason only if ‘it is impossible for a court to grant any effectual relief whatever.’”
(emphasis added) (quoting Chafin v. Chafin, 568 U.S. 165, 172 (2013))).
Calderon, 518 U.S. at 150 (second alteration in original) (quoting Church
22
of Scientology of Cal. v. United States, 506 U.S. 9, 13 (1992)).
23
146 A.3d 405, 409-11 (D.C. 2016).
24
See id. at 416.
22
as intervening elections that both parties agree resulted in validly elected Boards, to
support the notion that the parties’ dispute regarding the Church’s leadership is of
no legal significance. 25 It is true that the two-year terms of the Trustees elected in
2014, 2015, and 2016 have expired, but the dispute did not end with them.
Appellees’ own assertion that the two factions of the Church have continued to exist
at the same time undermines their contention that no continuing controversy exists
that may be affected by the outcome of this lawsuit. The validity of the Board that
filed this suit may affect the legitimacy of subsequent Boards that represent each
faction and their power to occupy and manage the Church. Thus, the resolution of
appellant’s claims have continuing legal consequences. 26
25
See Chafin, 568 U.S. at 173-74, 176 (concluding that arguments challenging
a law’s “meaning” or “the legal availability of a certain kind of relief[ ]confuse[]
mootness with the merits”).
26
Cf. Geary v. Nat’l Newspaper Publishers Ass’n, 279 A.3d 371, 373 (D.C.
2022) (dismissing the claim for declaratory judgment that the plaintiff’s early
removal from the board was moot because her term had naturally expired and there
was no controversy related to the legitimacy of the board as a whole or subsequent
elections); Akina v. Hawaii, 835 F.3d 1003, 1010 (9th Cir. 2016) (concluding that
the claim for a preliminary injunction to stop voter registration and a delegate
election intended to establish Native Hawaiian self-governance was moot because
the election was cancelled, no future ratification election was scheduled, and the
non-profit corporation organizing the election was dissolved).
23
Appellant’s complaint requested more than just a declaratory judgment. It
sought (and appellant continues to seek) injunctive relief to prevent appellees from
occupying or holding themselves out as having control over the Church’s “premises
or property.” Moreover, the record raises questions as to whether appellant has
regained control of Church property. Judge von Kann’s description of the election
that took place in October 2016 noted that “some of the plaintiffs in the above-cited
action [i.e., the Trustees who voted to initiate this suit] began to meet and worship
in rented space near Silver Spring, Maryland; they declared that they, and not those
who continued to meet at the Church’s original sanctuary at 1350 Buchanan Street,
N.W. were the true Debre Selam Kidest Mariam Ethiopian Church.” Appellees do
not assert that they or their faction of the Church no longer occupy the Church’s
premises. To the contrary, appellees’ counsel stated during oral argument that public
records indicate that the members who follow the ousted Church Board have
purchased land to build a new Church. Although appellees’ relinquishment of
control of church property may not provide all relief appellant initially sought, the
court’s ability to provide some relief prevents the case from being moot.
Because it appears that a live controversy continues to exist between the
parties in this case and the court has the power to provide some relief, we cannot
24
hold that the case is moot. We turn to our consideration of the trial court’s order
dismissing the case on standing grounds.
III. Standing
“In assessing standing, the central ‘question is whether the person whose
standing is challenged is a proper party to request an adjudication of a particular
issue.’” 27 The Nonprofit Corporation Act of 2010 states that “every nonprofit
corporation . . . has the same powers as an individual to do all things necessary or
convenient to carry out its affairs including the power to . . . [s]ue and be sued.” 28
These powers “shall be exercised by or under the authority of the board of directors
of the nonprofit corporation.” 29 The Church is incorporated as a nonprofit
organization in the District of Columbia, and the parties agree that the Act applies
to the Church. In order to sue on behalf of the Church, the Board must be vested
with the corporate powers of the organization. The trial court concluded that no
validly elected Trustees voted to prosecute this action and that they and their Board
27
Holmes v. D.C. Dep’t of Hous. & Cmty. Dev., 231 A.3d 416, 421 (D.C.
2020) (quoting Grayson v. AT&T Corp., 15 A.3d 219, 229 (D.C. 2011) (en banc)).
28
D.C. Code § 29-403.02.
29
Id. § 29-406.01(b).
25
were replaced by a validly elected Board in October 2016, so the Board (or
individual members) that originally filed the suit did not have standing to maintain
the suit in the name of the Church.
“Where a dismissal motion raises a concern regarding a plaintiff’s standing to
bring suit, it is a challenge to the trial court’s subject matter jurisdiction, and is
properly assessed as a motion to dismiss under Super. Ct. Civ. R. 12(b)(1).” 30 When
the parties litigating that motion submit materials beyond the facial allegations in the
complaint, as the parties did in this case, the “trial court may ‘conduct an
independent review of the evidence submitted by the parties, including affidavits, to
resolve factual disputes concerning whether subject-matter jurisdiction exists.’” 31 If
“the plaintiff’s standing does not adequately appear from all materials of record, the
complaint must be dismissed.” 32 Ultimately, the “plaintiff bears the burden to
establish standing.” 33 Although the “issue of subject matter jurisdiction is a question
of law” reviewed de novo, where “a factual inquiry is necessary before the trial court
30
RFB Props., LLC v. Fed. Nat’l Mortg. Ass’n, 284 A.3d 381, 385 (D.C.
2022).
31
UMC Dev., LLC v. District of Columbia, 120 A.3d 37, 43 (D.C. 2015).
32
Grayson, 15 A.3d at 246.
33
UMC Dev., 120 A.3d at 43.
26
may determine whether it has jurisdiction,” this court reviews the trial “court’s
factual findings under the ‘clearly erroneous’ standard.” 34
In the previous appeal, we asked the trial court to clarify whether and why it
found the 2014, 2015, and March 2016 elections invalid. Because the March 2016
Board election supposedly replaced or reelected the Board members elected by the
General Assembly in July 2014, we focus now on the two contested elections of
ongoing significance: the March 2015 and March 2016 elections. The trial court
held that the March 2015 election was invalid because (1) voter eligibility was
determined using (what the court concluded were) stricter requirements from the
wrong bylaws rather than following the 1996 Bylaws; (2) a quorum was lacking or
at least in doubt; and (3) the meetings were not held during October, the month when
the annual meeting of the General Assembly is supposed to take place according to
the 1996 Bylaws.
Appellant argues that the court erred in reaching these conclusions. First, it
argues that the court improperly interpreted the voting requirements in the 1996
Bylaws because the court did not read all relevant provisions together and ignored
34
Monteilh v. AFSCME, AFL-CIO, 982 A.2d 301, 302 (D.C. 2009).
27
extrinsic evidence that demonstrated that members actually had to satisfy the same
requirements to vote under both those and the proposed but unadopted 2012 Bylaws.
Thus, appellant argues, neither the March 2015 nor the March 2016 election was
invalid on account of the exclusion of eligible voting members pursuant to the
requirements set forth explicitly in the 2012 Bylaws. Second, according to appellant,
the court’s finding that the March 2015 election was held without a quorum present
amounted to “speculation” because it ignored “uncontradicted testimony that a
quorum was present.” Third, appellant argues that holding the elections in March of
each year instead of October did not render the elections invalid because a provision
of the Nonprofit Corporation Act of 2010, D.C. Code § 29-405.01(d), specifically
provides that “[t]he failure to hold an annual or regular meeting at the time stated in
or fixed in accordance with the articles of incorporation or bylaws shall not affect
the validity of any corporate action.”
A. Eligibility to Vote
Although, at all relevant times, the bylaws that governed the Church were the
1996 Bylaws, eligibility to vote in the March 2015 election was determined pursuant
to the unadopted 2012 Bylaws. That apparently was the case in the March 2016
election as well, inasmuch as that election was held before Judge Ross’s ruling that
28
the 2012 Bylaws had not been approved. The trial court found this error invalidated
the elections because the 2012 Bylaws required Church members to meet stricter
financial contribution requirements to be eligible to vote than the financial
contribution requirements in the 1996 Bylaws — meaning some eligible members
were, or may have been, prevented from voting.35
“[I]t is well established that the bylaws of an organization are contractual in
nature,” so we apply “the objective law of contracts, which provides that the written
language embodying the terms of an agreement governs the rights and liabilities of
the parties.” 36 “We look first to the actual language of the contract and give that
language its plain meaning.” 37 This court will “honor the plain, ordinary and usual
meaning of the language and turn to extrinsic evidence only when faced with
35
We are not aware of any direct evidence that any eligible voter was, in fact,
denied the right to vote or dissuaded from voting as a result of the error in applying
the requirements of the unadopted 2012 Bylaws. There certainly was testimony,
however, that the alleged difference between the eligibility requirements in the 1996
and 2012 Bylaws could have materially affected the number of persons voting,
because a significant number of Church members did not pay their full dues on a
regular monthly basis. See infra.
36
Wash. Auto. Co. v. 1828 L St. Assocs., 906 A.2d 869, 876 (D.C. 2006)
(internal quotation marks omitted).
37
Meshel v. Ohev Sholom Talmud Torah, 869 A.2d 343, 361 (D.C. 2005).
29
ambiguity, i.e., with terms that will bear more than one reasonable interpretation.” 38
Whether a contract is ambiguous is a legal question that the court reviews de novo. 39
“[A] contract-interpretation issue becomes a question of fact when, after extrinsic
evidence is marshaled, there remains a genuine dispute over the meaning of the
provision at issue.” 40
We start with the text of the 1996 Bylaws to identify whether their pertinent
requirements are ambiguous. There are three potentially relevant provisions of the
1996 Bylaws concerning membership and voter eligibility. Article V states that
membership extends to those who “pay tithe to the Church” (among other
requirements that are not relevant to this dispute). Article VI, which lists the “Rights
and Privileges of Membership,” states that “Members of the Debre Selam Kidist
Mariam Church shall have the right to vote on all matters brought before the
parishioners, provided that in order to elect members of the Board and other officials
of the Church, members shall have been financial contributors of record for at least
six months preceding any such elections.” Article VII, governing “Termination and
Sanders v. Molla, 985 A.2d 439, 441-42 (D.C. 2009) (internal quotation
38
marks omitted).
39
Aziken v. District of Columbia, 70 A.3d 213, 219 (D.C. 2013).
40
Sanders, 985 A.2d at 442.
30
Restoration of Membership,” provides that “Membership may also be lost upon
failure by a member to pay dues within a reasonable period of time.” The terms
“tithe,” “financial contributions,” and “dues” are not defined in the 1996 Bylaws,
nor do those Bylaws spell out what satisfies the key requirement that members have
been “financial contributors of record for at least six months” preceding an election
of Board members. It is not clear whether this provision means a member must have
paid dues for each of the six months leading up to such an election in order to vote
in it; for example, as we have discussed, the provision was not interpreted to impose
such a requirement by Judge von Kann and the Church’s founder when they held the
October 2016 election. The provision is ambiguous on its face.
The unadopted 2012 Bylaws more clearly define who may vote. They state
that “[f]or a member to vote, to cast vote and to nominate a candidate, he/she should
stay as a member for 6 months and fulfill his/her membership obligation.” One of
the membership obligations specified is to make a “timely payment of membership
fee” in the amount of $20 “every month,” unless the member has received an
accommodation from Church “management” to pay less. As the trial court
concluded, the 2012 Bylaws would thus have required each member to pay dues in
each of the six months preceding an election to vote.
31
The trial court compared the provisions of the two sets of bylaws and found
that the 2012 Bylaws were “stricter” because certain individuals who “paid tithes
and other financial contributions” but nonetheless did not pay a monthly
membership fee would be disenfranchised under the 2012 Bylaws but not under the
1996 Bylaws. While we agree the eligibility requirements of the 2012 Bylaws are
clearer, we think the trial court did not properly reach the conclusion that they were
“stricter” than the requirements of the 1996 Bylaws. Because the latter requirements
were ambiguous, it was necessary to consider extrinsic evidence as to how the 1996
Bylaws had been understood in past elections.
The court did consider and rely on one piece of extrinsic evidence, namely
testimony by the head of the Church’s financial department, Wuoulita Seyoun, who
had verified that members were in good standing for the March 2015 election. She
testified that people who merely “pay tithe” or “contribute to the building fund or
other special contributions” (but who do not pay their dues) were not added to the
membership lists. Although this testimony indicates that some payments may not
have qualified someone to vote, it does not directly address the meaning of the
requirement that a member be a financial contributor of record for the six months
preceding an election, or whether the failure to pay dues in each of those six months
is disqualifying.
32
The parties point to other extrinsic evidence that the trial court did not
consider. Appellant cites other testimony from Ms. Seyoun, in which she agreed
that “under both” sets of bylaws “there was a requirement to pay dues for the
preceding six-month period” in order to vote. Appellant also relies on the testimony
of Frehiwot Bekele, who belonged to the Church for over twenty years and was
elected to its Board of Trustees in the March 2015 election. He, too, testified that
before the 2012 Bylaws were proposed, it was a requirement under the 1996 Bylaws
that members had to “have paid their monthly payment of $20 a month for six
months” in order to vote for Board members at General Assembly meetings. 41
There was evidence to the contrary, however. Appellees cite testimony from
Dr. Getachew Metaferia, the chairman of the Board of Trustees elected in 2014. He
agreed that the text of the 1996 Bylaws does not specify that “financial contributors
of record” were required to have paid dues for the six months preceding an election
in order to vote because “one of the flaws of this article” is that “it is too general,”
but he explained that he did not consider tithes (which he defined as 10% of one’s
41
Appellant also cites the deposition testimony of appellee Habte that Church
dues had been $20 per month since 1988. However, Dr. Habte did not testify as to
whether payment of those dues for six months before an election was a voting
qualification.
33
income) to constitute a “financial contribution” to the Church because “most people
can’t afford” that payment. 42 (Appellees also rely on Judge von Kann’s
understanding that the relevant provisions of the 1996 Bylaws permit members to
vote so long as they made a financial contribution of any kind or amount to the
Church in the six months preceding an election, even up to the very date of the
election.)
We conclude that the terms of the 1996 Bylaws remain ambiguous and their
meaning is in genuine dispute. Because the trial judge did not sufficiently address
the extrinsic evidence bearing on that dispute, a remand is necessary for the court to
consider the evidence and interpret the relevant provisions of the 1996 Bylaws 43
before comparing them to the 2012 Bylaws. 44
42
Dr. Metaferia went on to explain that “culturally,” the Church does not
require a tithe form of payment because the “lion’s share of our memberships . . .
live on minimum wage” and the Church wants to be inclusive.
43
See, e.g., Sahrapour v. LesRon, LLC, 119 A.3d 704, 709 (D.C. 2015)
(remanding for the trial court to consider extrinsic evidence about portions of a
purchase agreement that remained ambiguous after analyzing the text of the
agreement).
44
Appellees point to other differences between the 1996 and 2012 Bylaws.
Specifically, they cite Article 5.2 of the 2012 Bylaws, which limits membership
cards to one per family unless “a husband and a wife apply to be members
individually and they are prepared to make separate payments”; provisions that
permit someone who is delinquent in paying their monthly membership dues to be
34
B. Whether a Quorum Was Present for the March 2015 Election
The trial court agreed with Judge Ross’s findings that there was no quorum at
the March 2015 election. The judge summarized the evidence supporting that
finding as follows:
(1) The election report for March 29, 2015 did not specify
how many members belonged to the Church but indicated
that the top vote getter, Legesse Tessema, received 130
votes; (2) Minutes from the preceding meeting on March
7, 2015 showed that the Church had 564 members, which
would require a quorum of 188 members; and (3) Several
months into the hearings for the Temporary Restraining
Order, plaintiff produced for the first time a new, English-
only report of the March 29, 2015 election stating that the
Church had 532 members of which 178 were present. This
new report did not explain the sudden drop in Church
membership from March 7, and it incorrectly stated that
175 members were required to achieve a quorum. Ms.
Debela testified that this mistake was a typo. She could
not confirm, however, whether 178 members were
actually present or whether that number had also been a
typo.
suspended without notice; and a letter in the record that cites Article 8 as a basis to
terminate someone’s membership for being “complicit in this unlawful series of
challenges to the church’s bylaws and the authority of the elected Board of trustees.”
They argue that these additional examples show that membership was limited in
ways that are inconsistent with the 1996 Bylaws. The trial court did not address any
of these arguments, so we refrain from addressing them in the first instance.
35
Appellant takes issue with each of these findings. We review the court’s
factual findings for clear error. 45 “[T]o find clear error we must review the evidence
and be left with a ‘definite and firm conviction’ that a mistake was made.” 46 We
agree with appellant that the court’s findings fall short of supporting its conclusion
that a quorum was not present at the March 2015 election.
First, the fact that the top vote getter received 130 votes does not by itself tend
to show that a quorum was not present. If it is correct that 178 members made up a
quorum, the top vote getter was properly elected by a majority thereof. On the other
hand, as we pointed out above, if that quorum was indeed present, then according to
the election report, not all the winning candidates received the necessary majority
vote thereof (as the four winners received from 80 to 130 votes). This discrepancy
may be evidence that, in fact, fewer than 178 members were present (since 80 votes
was considered enough to elect a candidate). But this is not evidence the court took
into consideration, and the discrepancy may have other explanations.
45
Daley v. Alpha Kappa Alpha Sorority, Inc., 26 A.3d 723, 729 (D.C. 2011).
Glasgow v. Camanne Mgmt. Inc., 261 A.3d 208, 217 (D.C. 2021) (quoting
46
Spargnapani v. Wright, 110 A.2d 82, 85 (D.C. 1954)).
36
Second, we appreciate that the court identified reasons to be skeptical of
whether there actually was a quorum present at the March 29, 2015, election. On its
face, the election report was conclusory and contained errors; Ms. Debela could not
confirm its accuracy or explain how the number of members present was determined;
the court was not provided with an actual Church register showing the number of
Church members in good standing at the time of the election (which it was necessary
to know in order to calculate the required quorum); and perhaps it is suspicious that
the report claims the number of members present was exactly the minimum number
necessary for a quorum. 47 However, the court went on to question the reported
quorum because no explanation was provided for a “sudden drop in Church
membership” from the 564 members reported in “[m]inutes from the preceding
meeting on March 7, 2015” (a number that would have required a greater number of
members present for a quorum). To the extent the court relied on this discrepancy,
we think some further explanation, if not reconsideration, is required.
The document the court cited (inaccurately, as constituting “minutes from a
preceding meeting”) was a letter dated March 7, 2015, from Priest Anteneh and two
47
As we also noted above, the election report contains a cryptic, but perhaps
troubling, reference to appellee Anteneh’s resignation from the election committee.
However, it does not appear that the court took Priest Anteneh’s claims into account,
except as indicated above.
37
other members of the Election Committee to the General Assembly and the Board
of Trustees, declaring their “inability to continue discharging [their] role” on that
committee. The letter objected to “[t]he Board’s interference in the work of the
Election Committee.” As pertinent here, the letter complained that the committee
“did not receive [the] list of qualified, dues paying members in time,” and that the
list provided to the full committee contained only the names and membership
numbers of “564 claimed members” with no addresses or other information about
them. It is not clear when the membership list was prepared, or by whom. Critically,
the letter itself questions the reliability of the membership list, noting that “[a]nother
list containing names and addresses of members not examined by the Election
Committee was provided exclusively to the Chairman.” Given what little is said
about the list, it is not clear that the letter supports the court’s finding of a “sudden
drop” in membership from 564 to 532 members.
Even if there was such a drop between March 7 and 29, appellant argues that
the court erred in questioning it, because the membership of the Church had a history
of such fluctuation. Indeed, minutes from 2014 indicate that membership dropped
shortly before the 2014 election: there were 515 registered members at a meeting on
May 18, 2014, but only 414 registered members by July 13. Moreover, according
to minutes taken at an emergency meeting held on January 18, 2015, there were then
38
518 registered members — fewer members than the 532 registered as of the March
2015 election. If there was something suspicious about these fluctuations, the record
does not establish it.
Appellant also argues that the court ignored evidence supporting the existence
of a quorum. For instance, the court did not address the statement in the minutes
from March 29, 2015, that the meeting began after someone ascertained that “a
quorum was present,” or testimony by Ms. Seyoun that she observed someone count
the members present and then heard the secretary announce the existence of a
quorum. The court did not reject any of this competing evidence. To be sure, this
evidence was conclusory and second-hand, and the court reasonably might have
attached little if any weight to it. Nonetheless, taken with everything else, we are
persuaded that on remand the court should reassess whether appellant carried its
burden to establish more likely than not that a quorum was present at the March 2015
election.
C. The Month in Which the Elections Were Held
The trial court found that the elections in March of 2015 and 2016 were invalid
because holding them then, instead of in October of each year, violated Article VIII
of the 1996 Bylaws. Article VIII requires that there be a “General Assembly of
39
parishioners of the Debre Selam Kidist Mariam Church once a year in the month of
October.” Appellant argues the court erred because a provision of the Nonprofit
Corporation Act of 2010, D.C. Code § 29-405.01, provides that while “[a]
membership corporation shall hold a meeting of members annually at a time stated
in or fixed in accordance with the articles of incorporation or bylaws,” the “failure
to hold an annual or regular meeting at the time stated in or fixed in accordance with
the articles of incorporation or bylaws shall not affect the validity of any corporate
action.” 48
This court has not previously had occasion to consider this section of the
Nonprofit Corporation Act. “We review issues of statutory interpretation de
novo.” 49 “We first look to see whether the statutory language at issue is ‘plain and
admits of no more than one meaning.’” 50 “[T]he plainness or ambiguity of statutory
language is determined not only by reference to the language itself, but also by
considering the specific context in which that language is used, and the broader
48
D.C. Code § 29-405.01(a), (d).
49
Bridgforth v. Gateway Georgetown Condo., Inc., 214 A.3d 971, 974 (D.C.
2019).
Facebook, Inc. v. Wint, 199 A.3d 625, 628 (D.C. 2019) (quoting Peoples
50
Drug Stores, Inc. v. District of Columbia, 470 A.2d 751, 753 (D.C. 1983) (en banc)).
40
context of the statute as a whole.” 51 If necessary, we may look to a statute’s
legislative history to confirm “that our interpretation is consistent with legislative
intent.” 52
We conclude that D.C. Code § 29-405.01(d) saves the Church’s actions from
being invalid merely because they were taken at, or by a board elected at, a meeting
held outside of the month stated in the bylaws for the annual meeting. The statute
states expressly that the failure to hold an annual meeting “at the time stated” in the
bylaws “shall not affect the validity of any corporate action.” The statement is
unqualified. The Council of the District of Columbia took the provision from the
American Bar Association’s 2008 revisions to the Model Nonprofit Corporations
Act (MNCA), 53 which had “been adopted widely throughout the United States.” 54
We have found no authority to support an alternate reading of § 29-405.01. 55
51
Am. Stud. Ass’n v. Bronner, 259 A.3d 728, 745 (D.C. 2021).
52
Thomas v. Buckley, 176 A.3d 1277, 1281 (D.C. 2017).
53
District of Columbia Code Title 29 (Business Organizations) Enactment of
2010, Report on Bill 18-500 before the Committee on Public Services and Consumer
Affairs, Council of the District of Columbia, at 30, 33 (Dec. 2, 2010).
54
Id. at 30.
55
The sparse precedent by other courts on this topic further confirms our view
that the statute speaks for itself. But in the few cases regarding the interpretation of
similar corporate statutes, courts have held that corporate actions are not invalidated
41
The trial court did not overlook § 29-405.01(d). It reasoned, however, that
while “the fact that the elections occurred outside of October did not, by itself,
invalidate these elections, this does not remove the obligation to comply with other
meeting requirements within the Bylaws.” The court found that appellant failed to
show that the elections were held “in accordance with the emergency meeting
provision of Article VIII,” which states that the Board of Trustees may call an
emergency meeting of the General Assembly “where circumstances justify such
meetings” and provided that parishioners receive proper “notice of such special
meetings at least 24 hours in advance.” The notice “shall state the reasons for calling
the meeting, the business to be transacted at such meeting and the organs of the
Church calling the meeting.” The court found that appellant had not shown that
proper notice was given.
simply because they occurred at a meeting outside of the one fixed in the bylaws.
See, e.g., Channel View E. Condo. Ass’n v. Ferguson, No. 344149, 2019 Mich. App.
LEXIS 3745, at *13-15 (Ct. App. July 2, 2019) (discussing a similar nonprofit
corporation law and explaining that “the board’s failure to hold the annual meeting
in April, when it was supposed to have occurred, did not divest the board of its
powers”); see also William Meade Fletcher, 11 Fletcher Corp. Forms § 48:1 (5th ed.
2023) (noting that most jurisdictions have adopted the rule that “failure to hold that
meeting at the fixed time [according to the bylaws] does not invalidate corporate
action”).
42
We reject this ground for invalidating the March elections for two basic
reasons. First, while deficient notice of a General Assembly meeting might well
require invalidation of the decisions made thereafter, we are not aware of any
evidence that notice was in fact deficient in this case. It does not appear that
appellees (or anyone else) challenged the adequacy of the notice they were given of
the elections, or that appellees argued in Superior Court that the notice was
inadequate. The challenge was solely to the fact that the General Assembly met in
a month other than October. In the absence of such a challenge and of any evidence
that notice was improper, appellant was not obligated to prove that adequate notice
was given; any claim that notice was inadequate has been waived. 56 Second, nothing
in § 29-405.01 itself required the Church to try to schedule an emergency meeting
before it could obtain the protection provided in subsection (d) for holding its annual
meeting at a different time from that contemplated in the Bylaws. We therefore
56
See 31A C.J.S. Evidence § 234 (“In the absence of a showing to the
contrary, the regularity and validity of corporate acts, proceedings, and records will
be presumed.”); cf. Pardo v. Wilson Line of Wash., Inc., 414 F.2d 1145, 1149-50
(D.C. Cir. 1969) (recognizing that “there is a presumption of corporate regularity
which usually requires the party seeking to have the corporate entity disregarded to
come forward with a substantial showing that the corporation was really a dummy
for [the court to pierce the corporate veil and for] the person sought to be held
liable”).
43
reverse the court’s conclusion that the March 2015 and March 2016 elections were
invalid because they were held in March instead of in October. 57
IV. Conclusion
For the foregoing reasons, we vacate the court’s order dismissing the case and
remand for further proceedings.
57
We note that appellant also has challenged the validity of the Board’s vote
in January 2017 to dismiss the instant lawsuit. According to appellant, Dr. Amare
Kassaye was still the Church’s Aleka and therefore an ex officio member of the
Board in January 2017, so he should have — but did not — receive proper notice of
the Board meeting. Because appellant has not yet carried its burden to demonstrate
standing, it may not raise this claim in this action. Rather, a challenge to the validity
of the Board’s action based on Dr. Kassaye’s purported lack of notice would have
to be presented in a derivative action. See, e.g., Levant v. Whitley, 755 A.2d 1036,
1049 (D.C. 2000) (asserting a derivative action on behalf of a nonprofit association
for injury to the association regarding the failure to follow proper money
disbursement procedures). As a result, we refrain from addressing this issue.