Well…First AME and Mount Zion Baptist Church of Seattle are not the only churches involved in controversy surrounding its valuable property in developer crazed Seattle. According to news report,”…at least two local developers have offered to buy the First United Methodist Church.” The historic church built in 1910, with its domed sanctuary, is located close to downtown Seattle at Fifth Avenue and Marion Street and estimated to be worth over $20 million. Mt. Zion is located on the crest of Seattle’s Capitol Hill area with surrounding views of the greater Puget Sound area including Lake Washington and is less than 5 minutes to the lake, UW, Freeways and downtown at 19th and East Madison; First AME is located slightly off Madison Hill at 14th between Pine and Pike Streets, with outstanding western territorial views of Puget Sound, downtown Seattle, and is also less than 5 minutes away to Seattle gateways. These two historic Black Churches are beacons of civil rights and their respective properties have similar market values estimated between $14 to 20 million, however, their spiritual and social consciousness plus community strengths are invaluable. Surely both are prime targets for explorations internally, by those with little community ties and social responsibility, as well as externally from wealthy developers armed with that great almighty American document with the stated phrase “In God We Trust”.

“Who so ever will let them come…” is a common spiritual phrase used by pastors and church officials when the doors of the church are opened and invitations are extended to those who do not have or are looking for a new church home. Spiritually these choices are between God and the parishioner, providing that person meets or has met the church’s constitutional requirement to be a member. Keep in mind that most churches are incorporated in the State of Washington as nonprofit with 501c status and are subject to laws of the state. Most state laws are enforceable even for churches. Church officials at one of our local churches need to be extremely careful spiritually, Biblically, morally and legally how they “… judge and so shall you be judged” the return home of former members no matter how personally difficult these officials may deem that former members spiritual and ecclesiastical rights to return to ‘his or her church’. These rights are defined in the church’s constitution and by-laws. The spiritual and Biblical challenges of church officials are not to allow their perceived selfishness to financially, spiritually and morally cost the church, particularly, in community public opinion polls, as has been the case of one local church in recent attempts to force the Identity of concerned members. “Nuff” said…Notes From the Undergound Railroad. Your conductor is Attorney Barbara A. Laners. This week’s column will focus on duties of officers, directors and trustees of churches. Churches and religious organizations can only conduct their temporal and spiritual affairs through individual members of their congregation. In some instances, directors of churches are referred to as deacons, although it is common practice to have both directors and deacons. Church directors “have oversight of the temporal affairs of the church and deacons have oversight of the spiritual”. See Hayes v. Board of Trustees, 225, N. Y. S 2d 316 (1962). Although liability of church directors is limited, it may exist under certain circumstances such as … (i) uttering a defamatory remark about another individual…(ii) engage in fraudulent acts. In all such cases the requirement is stringent. A director must as a director, commit or participate in the conduct proscribed. If a board member has questions concerning the propriety of particular actions discussed or conducted at a board meeting, he/she should be certain the his/her dissent on the proposed action or conduct is registered in the minutes of the meetings. The law clearly defines the obligation of church board members to the congregation. A settled principle of church law defines that duty thusly: “church board members have a fiduciary duty to use reasonable care in the discharge of their duties and they may be personally liable for damages resulting from their failure to do so.” “Corporation board members are under a duty to perform their duties “in good faith, in a manner they reasonable believe to be in the best interests of the corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances”. This duty commonly is referred to as the “prudent person rule” or the duty of due care”. You may wonder what all of this legal jargon have do with church boards. The truth of the matter is that courts have extended this duty of care to board members of non-profit corporations. In that regard, a federal district court ruled that the directors of a non-profit corporation breached their fiduciary duty of care in managing the corporation’s funds. See Stern v. Lucy Webb Hayes National Training School of Deaconesses and Missionaries 381 F. Supp 1003 (D.D.C. 1974)… The court illuminated the obligation of church board members when it further stated…a director whose failure to supervise permits negligent mismanagement by others to go unchecked has committed an independent wrong against the corporation. Id at 1014. In other words a board member may be personally liable if he or she knowingly fail to act in the best interest of the congregation in overseeing the temporal affairs of the church. A ruling of the bankruptcy court in the PTL ministry bankruptcy case addressed the liability of directors and officers. See Heritage Village Church and Missionary Fellowship, Inc. 92 B.R. 100 (D.S.C. 1988). The bankruptcy court looked to the local statutory requirement that members of boards of directors “act in good faith, in the manner he believes to be in the best interest of the corporation and its shareholders, and with such care as an ordinary prudent person in a like position would use under similar circumstances”. Id @ 1014. The court is conscious of the obligations of board members in this instance, to the church members. The court boldly reaffirmed the duty owed to the corporation in its observation that “good faith requires undivided loyalty of a corporate director or officer to the corporation and such a duty of loyalty prohibits the director or an officer, as a fiduciary, from using this position of trust for his own personal gain to the detriment of the corporation. In this instance, there are not shareholders of the corporation; however, even though there are shareholders, the officers and directors still hold a fiduciary obligation to manage the corporation in its best interest and not to the detriment of the corporation itself.” Id @ 1015. This case is instructive for several reasons primarily because the court did examine the workings of the board members with regard to their position of trust in a church related organization. The court emphasized that “trustees and corporate directors for not-for-profit organizations are liable for losses occasioned by their negligent mismanagement.” Id @ 1015. While legal actions against non-profit directors for breach of their “duty of care” are infrequent, they can and do occur. Directors of church and religious organizations should act affirmative to avoid the occurrence of such legal actions. “As the author Richard R. Hammer stated in Pastor, Church and Law Third Edition @ pages 322-333.:(a) they can and should protect themselves by attendance at all of the meetings of the board and committees on which they serve; (b) thoroughly reviewing all interim and annual financial statements, reports and seeking clarification of any irregularities or inconsistencies; (c) affirmatively investigating and rectifying any other problems or improprieties; (d) thoroughly reviewing the corporate charter, constitution, and bylaws; (e) dissenting from any board action with which they have any misgivings and insisting that their objection be recorded in the minutes of the meeting; and (f) resigning from the board if and when they are unable to fulfill these duties. As one court has observed “the law has no place for dummy directors.” In other words, directors of church boards and religious organizations act at as their own peril when they fail to carry out their fiduciary duty in good faith. Good faith requires that one seek answers without regard to personal gain or support of one individual. Directors must act in the best interest of the congregation. Blind obedience to one voice does not bode well in these situations.