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New Covenant Church, Inc. v. Armstrong

United States District Court, S.D. Georgia, Brunswick Division

May 1, 2019

NEW COVENANT CHURCH, INC.; CARLOS L. WILLIAMS; FELICIA WILLIAMS, individually and on behalf of others similarly situated, and CATHERINE ARMSTRONG, Plaintiffs,
v.
JEANINE R. ARMSTRONG; YVETTE D. CLAYBORNE; CARLA FUTCH, S. FERGUSON, and one unknown officer, in their individual and official capacities as Police Officers for the City of Brunswick, Georgia; and PRIMESOUTH BANK, Defendants.

          ORDER

          HON. LISA GODBEYIWOOD, JUDGE.

         Before the Court is Plaintiffs' Motion for a Temporary Restraining Order and a Preliminary Injunction. Dkt. No. 12. The Court held an evidentiary hearing on April 18, 2019. Dkt. No. 23. For the reasons that follow, Plaintiffs' Motion for a Temporary Restraining Order is DENIED as moot. Plaintiffs' Motion for a Preliminary Injunction is GRANTED in part and DENIED in part.

         The heart of this case involves a dispute primarily between a mother and her daughters over control of a church at which their husband/father used to preach. The specific facts brought forth at the evidentiary hearing are set forth below.

         FINDINGS OF FACT

         New Covenant Church's Origins

         1. Defendant Jeanine Armstrong testified that New Covenant Church started as a family bible study at the Armstrong family's kitchen table.

         2. Defendant Jeanine Armstrong testified that the bible study moved from the kitchen table to the dining room, and then, as members outside the family began to attend, to the Armstrong family's living room, where it was held on Wednesday nights for years.

         3. Defendant Jeanine Armstrong testified that Albert Armstrong headed these bible studies.

         4. Defendant Jeanine Armstrong testified that Albert Armstrong eventually incorporated New Covenant Church, Inc. ("NCC") and then acted as its founder, pastor, and chief executive officer.

         Articles of Incorporation and the 1989 Bylaws

         5. NCC is a non-profit corporation "organized under and pursuant to the Georgia Nonprofit Corporation Code," O.C.G.A. § 13-1-101 et seq. Dkt. No. 25-1 at 69.

         6. NCC was incorporated on August 4, 1989. Id. at 72.

         7. Albert Armstrong was the sole incorporator of NCC. Id.

         8. The Articles of Incorporation state that NCC "shall be managed by a Board of Trustees. The method of election of Trustees shall be as determined by the By-laws of the Corporation." Id. at 70.

         9. On December 3, 1989, the sole incorporator, Albert Armstrong, adopted Bylaws for NCC (the "1989 Bylaws"). IcL at 68.

         10. The 1989 Bylaws provide that NCC "shall be managed by a Board of Trustees." Id. at 63.

         11. The 1989 Bylaws provide that "the number of Trustees constituting the entire Board shall be no less than three." Id.

         12. The 1989 Bylaws provide that "at each Annual Meeting of Members, the membership shall elect Trustees to hold office until the next Annual Meeting." Id.

         13. The 1989 Bylaws provide that "[e]ach Trustee shall hold office until the expiration of the term for which he was elected, and until his successor has been duly elected and qualified, or until his prior resignation or removal as hereinafter provided." Id. at 63-64.

         14. The 1989 Bylaws provide that "[a]ny or all of the members of the Board of Trustees may be removed with or without cause by vote of the members of the Corporation. The Board of Trustees may remove any trustee thereof for cause only." Id. at 64.

         15. The 1989 Bylaws provide that "the eligibility and qualifications for membership, and the manner of and admission into membership shall be prescribed by resolutions duly adopted by the Board of Trustees of the Corporation or by such rules and regulations as may be prescribed by the Board of Trustees." Id. at 59.

         16. The 1989 Bylaws provide that "[a]11 such resolutions or rules and regulations relating to members adopted by the Board of Trustees of the Corporation shall be affixed to the Bylaws of the Corporation, and shall be deemed to be a part there of. Id.

         17. The 1989 Bylaws provide that an "Annual Meeting of Members of the Corporation shall be held on such date or dates as shall be fixed from time to time by the Board of Trustees of the Corporation." Id. at 59-60.

         18. The 1989 Bylaws provide that ''[t]he Chairman of the Board of Trustees shall be the chief executive officer of the Corporation, shall have the responsibility for the general management of the affairs of the Corporation, and shall carry out the resolutions of the Board of Trustees." Id. at 65.

         19. The 1989 Bylaws provide that "[d]uring the absence or disability of the Chairman of the Board of Trustees, the Secretary shall have all the powers and functions of the President." Id. At 66.

         20. The 1989 Bylaws provide that "[a] 11 By-laws of the Corporation shall be subject to alteration or repeal, and new By-laws may be made, by a majority vote of the members entitled to vote in the election of directors, at a special meeting of the members called for such purpose." Id.

         21. The 1989 Bylaws provide that the "Board of Trustees shall have the power to make . . . repeal, from time to time, Bylaws of the Corporation," id. at 67, but much of this provision is not readable.

         Albert Armstrong Suffers a Stroke and Ceases Preaching from the Pulpit

         22. Plaintiff Felicia Williams swears that Albert Armstrong "suffered the first of a series of strokes" sometime in 2016 and stopped preaching from the pulpit as a result. Dkt. No. 26 ¶ 12.

         23. Plaintiff Catherine Armstrong, who is Albert Armstrong's wife, testified that Albert Armstrong's stroke was in December 2016 and that after it he stopped fulfilling his pulpit duties.

         24. Defendant Jeanine Armstrong testified that Albert Armstrong had a stroke in December 2016 and that he entered into rehabilitation as a result.

         25. Defendant Jeanine Armstrong testified that after the stroke Albert Armstrong returned to live at his house in Brunswick with Plaintiff Catherine Armstrong, but that Catherine Armstrong could not take care of him and that Albert Armstrong was frequently falling at the house and suffered from bed sores.

         26. Defendant Jeanine Armstrong testified that the Brunswick Fire Department was called by Plaintiff Catherine Armstrong more than thirty-one times to help Albert Armstrong up after he had fallen.

         27. Plaintiff Felicia Williams swears that from the time of Albert Armstrong's stroke to the installation of Plaintiff Carlos Williams as pastor on August 20, 2017, NCC had "a rotation of preachers who preached Sunday services." Dkt. No. 26 ¶ 13.

         28. Cynthia Nelson testified that it had been "at least two years" since Albert Armstrong was in the pulpit.

         January 27, 2017 Board Meeting

         29. On January 27, 2017, the NCC Board held a meeting. Dkt. No. 25-4 at 1.

         30. The meeting minutes state that "Pastor Al [Armstrong] and Pastor Cathy [Armstrong] have decided to pass the mantle over to Minster [sic] Carlos Williams. They will still be actively involved with the ministry (more like Overseers)." Id. at 4.

         31. The minutes were signed on that day by Albert Armstrong and Felicia Williams. Id. at 5.

         March 21, 2017 Board Meeting

         32. Another meeting of the NCC Board was held on March 21, 2017. Dkt. No. 25-4 at 18.

         33. The meeting minutes state that a pastor installation ceremony was scheduled for Sunday, July 16. Id. at 20.

         Carlos Williams Becomes Pastor of NCC

         34. Carlos Williams testified that he became pastor of NCC on August 20, 2017, and that he was installed by Albert and Catherine Armstrong.

         35. He testified that at that time the problems with the Armstrong family that give rise to this action had not yet begun.

         Albert Armstrong Ceases to Attend NCC, Stops Functioning as a Pastor, and Moves to Atlanta

         36. Plaintiff Felicia Williams swears that Albert Armstrong "ceased to attend the church and function as a pastor sometime in 2017." Dkt. No. 26 ¶ 10.

         37. Defendant Jeanine Armstrong testified that around Easter Weekend of 2018 Albert Armstrong was in the hospital when Catherine Armstrong arranged for Albert Armstrong to be ...


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