The Laumalie Ma'oni'oni Free Wesleyan Church of Tonga, Appellant,
Etimani Ma'afu, the Rocky Mountain Conference of the United Methodist Church, the Tongan United Methodist Church, and the Board of Trustees of the United Methodist Church Appellees.
District Court, Salt Lake Department The Honorable Mark S.
Kouris No. 120908228
C. Avery, Nathan E. Burdsal, and Hutch U. Fale, Attorneys for
Geoffrey C. Haslam and Kristen C. Kiburtz, Attorneys for
Appellee Etimani Ma'afu
L. Johnson, Zachary E. Peterson, and Richard A. Marsh,
Attorneys for Appellees the Rocky Mountain Conference of the
United Methodist Church, the Tongan United Methodist Church,
and the Board of Trustees of the United Methodist Church
Kate Appleby authored this Opinion, in which Judges David N.
Mortensen and Jill M. Pohlman concurred.
This case involves a church property dispute between
dissident members of the Tongan United Methodist Church
(TUMC) and various representatives of the United Methodist
denomination, including the Rocky Mountain Conference of the
United Methodist Church (the RMC). TUMC is a Utah nonprofit
corporation functioning as a local United Methodist
congregation since 1978. The RMC is the United Methodist
denomination's regional representative in Utah.
In 2012, a group of TUMC members purported to amend
TUMC's articles of incorporation by removing any
reference to the United Methodist Church and changing the
corporation's name to the Laumalie Ma'oni'oni
Free Wesleyan Church of Tonga (Free Wesleyan). Prior to these
changes, Etimani Ma'afu was the president of TUMC's
board of directors, but the amendments purported to remove
him from that position. Free Wesleyan filed a claim against
Ma'afu in the district court, seeking an injunction
forbidding him from acting on behalf of the corporation and a
declaratory judgment that Free Wesleyan was the only entity
entitled to control church property.
The RMC, joined by various parties affiliated with the United
Methodist Church, filed a separate lawsuit arguing that Free
Wesleyan's actions were invalid and unenforceable because
the dissident members did not comply with TUMC's
governing documents. The RMC also claimed that, even if the
dissident members' actions were proper, those members
were not entitled to use the local church property because it
was held in trust by TUMC for the benefit of the United
Methodist denomination. The RMC's case was consolidated
with Free Wesleyan's case.
After discovery, the district court granted Ma'afu and
the RMC's joint motion for summary judgment, determining
that Free Wesleyan's actions were not authorized under
TUMC's governing documents. The court then entered a
final judgment restoring TUMC "to how it existed prior
to the improper corporate acts."
Free Wesleyan appeals. We affirm.
The United Methodist Church is "a 'connectional'
network of distinct, but affiliated entities known as local
churches, charges, conferences, boards, commissions and
agencies." The denomination has a
"hierarchical" structureconsisting of multiple tiers,
and each affiliated entity is subject to a higher authority
within that multi-tier structure. Thus, although local
churches are incorporated as individual entities, they are
members of a "regional conference," which charters
the local church and oversees the local congregation.
Within the United Methodist Church, each of the affiliated
entities is required to follow the denomination's
governing document: The Book of Discipline (the Discipline).
In addition to detailing religious doctrine, the Discipline
establishes requirements for governance of the local churches
and procedures for implementing changes at the local level.
Under the Discipline, decisions regarding local churches are
made by two groups: the Charge Conference and the Church
Conference. The Charge Conference is the "connecting
link between the local church and the general Church."
That is, it serves as the local "unit in the
connectional system of the United Methodist Church." The
Charge Conference consists of a "church council"
made up of elected local church members and "any others
as may be designated in the Discipline." At annual or
special meetings, the Charge Conference elects officers of
the local congregation, authorizes property transfers, and
makes other major decisions.
The Church Conference "encourage[s] broader
participation by members of the church" by
"extending the vote" on any issue generally decided
by the Charge Conference "to all professing members of
the local [congregation]." A Church Conference may be
called "at the discretion of the district superintendent
or following a written request to the district superintendent
by . . . the pastor, the church council, or 10 percent of the
professing membership of the local [congregation]."
The Discipline requires any meeting of the Charge Conference
or the Church Conference to be called and presided over by
the district superintendent. Regardless of the type of
meeting, the Discipline does not authorize voting by proxy or
mail-in voting. Instead, at a Charge Conference, "[t]he
members present and voting at any duly announced meeting
shall constitute a quorum." And at a Church Conference,
the vote extends "to all professing members of the local
church present at [the] meetings."
The Discipline also establishes that all "properties of
the United Methodist local churches . . . are held, in
trust, for the benefit of the entire denomination, and
ownership and usage of church property is subject to the
Discipline." The Discipline authorizes regional
conferences to bring suit in their own names to protect and
enforce denominational interests in matters of local church
property, governance, and operations.
Utah's regional conference is the RMC. In 1978, the RMC
chartered a local congregation in Salt Lake City-TUMC-and
appointed a minister to oversee the congregation. Under the
RMC's direction, TUMC filed its original articles of
incorporation (the Original Articles) with the State of Utah.
The Original Articles included these provisions: (1)
"The purpose for which the corporation is organized is
to conduct and operate a United Methodist Church and
congregation according to the Discipline"; (2) "All
title to real property bought and sold by the [c]orporation
shall be in full conformity with the Discipline"; (3)
"The internal affairs of the corporation shall be
managed and controlled by the Board of Trustees of the
corporation. The bylaws . . . may be amended by the board . .
., provided that they remain in accord with these Articles of
Incorporation and with the Discipline"; (4) "The
Board of Trustees shall consist of the members of the Board
of Trustees of the Tongan United Methodist Church of Salt
Lake City, elected and organized as prescribed in the
Discipline"; and (5) "Upon dissolution, all net
assets and property transfer to the [RMC]."
A provision in the Original Articles titled
These [Original Articles] may be amended by the vote of at
least two-thirds of the members of the corporation present at
the annual meeting or at a special meeting of the corporation
called for that purpose.
After its incorporation, TUMC operated as a local
congregation of the United Methodist Church for thirty-four
years. In conformity with the Discipline, it elected
officers, purchased property, and held annual Charge
Conferences, presided over by the district superintendent. In
2012, as the result of a dispute between the RMC and the
local congregation, a group of local leaders attempted to
disaffiliate TUMC from the United Methodist Church. They
proposed amendments to the Original Articles that removed any
reference to the United Methodist Church or the Discipline,
and changed the corporation's name to Free Wesleyan.
TUMC's corporate secretary sent a letter titled
"Important Corporate Notice Regarding Proposed
Amendments to Articles of Incorporation" to all local
members. The letter explained the proposed amendments and
directed members to vote yes or no on an attached ballot and
mail it to the corporation.
When the RMC learned of the mail-in vote, it sent a letter to
the local congregation informing it that the results of the
vote "will not be valid and will be legally
unenforceable" because the vote "does not
comply" with the "process for calling and holding a
church membership meeting" as established by the
Discipline. The letter specified that a Church Conference
must be called and presided over by the district
superintendent and held in person, and that "[t]he only
votes that count are those cast by eligible church members in
attendance at a properly called meeting." It also stated
that the proposed amendments would not "allow the new
church to take the [local congregation's] property and
building" because, "[u]nder the [Discipline], all
church property is owned by the local church in trust
for The United Methodist Church."
Despite the RMC's letter, the local leaders proceeded
with the mail-in vote, and the proposed amendments were
approved by two-thirds of the members. Based on the results,
the local members purported to elect a new board of
directors, and the board filed the amended articles of
incorporation (the Amended Articles) with the Division of
Corporations and Commercial Code (the Division).
At the time of the mail-in vote, Ma'afu was the president
of TUMC's board of directors, but he was removed from
that position under the Amended Articles. Ma'afu refused
to recognize the amendments and continued to use local church
property and withdraw funds from the local church's
In response to Ma'afu's actions, on the same day the
Division received the Amended Articles, Free Wesleyan filed
with the district court a claim against Ma'afu seeking a
declaratory judgment "with respect to the rights,
status, and other legal relations between the parties."
Free Wesleyan also asked for a temporary restraining order
forbidding Ma'afu from representing "that he is an
authorized agent of the Corporation," and sought damages
for "the value of the property converted by
[Ma'afu]" and an award of costs and attorney fees.
The RMC filed a motion to intervene in the case. The motion
cited provisions from the Discipline that authorize the RMC
"to bring suit and intervene in its own name to protect
denominational interests in matters of local church
governance, operations and property." It claimed that
the United Methodist Church held an irrevocable trust in the
local church property, and asserted that the "property
is necessarily affected by the purported amendment to [the
Original Articles]" and the dissident members'
efforts to assume control of the property and spend the
church's assets. The district court granted the motion to
intervene, concluding that the RMC had "alleged a
sufficient interest . . . to intervene as a matter of
The RMC also contested before the Division TUMC's filing
of the Amended Articles. In a letter, it asked the Division
to "conduct whatever investigation you deem appropriate
to determine the validity of the contested filings." The
RMC also asked the Division to change the principals of the
corporation back to the principals who were in place before
the mail-in vote.
After receiving the RMC's objections, the Division sent a
letter to counsel for the parties, stating that the Division
was "unable to clearly establish whether the filings
were made with authority or not." It therefore took the
filings on "good faith," but placed on hold all
contested changes until it received "a court order or a
notarized document signed by all parties that specifically
states the name of the non-profit corporation and the roster
of officers and directors."
Free Wesleyan informed the Division that it intended to
challenge the decision to place the changes on hold. At the
Division's request, Free Wesleyan produced affidavits
from its members stating that they agreed to adopt the
Amended Articles. The Division then removed the
"hold" and accepted the Amended Articles. A note in
the Division's records says, "Although Principals
still in dispute, renewal authorized."
The Division issued Free Wesleyan new "Certificates of
Existence." The certificates listed the new corporate
name and certified that Free Wesleyan was "authorized to
transact business and was duly registered under the laws of
the State of Utah," had "paid all fees and
penalties owed," had filed "its most recent annual
report," and had not filed "Articles of
Later, the RMC filed a separate district court action against
Free Wesleyan, seeking a declaratory judgment that the
mail-in vote was not authorized and that "its claimed
results are null and void." In response, Free Wesleyan
filed a motion to consolidate the RMC's action with its
own. The motion said that each of the parties claim the
"control and access to the same property," and
"[c]onsolidation will enable one Court to adjudicate all
issues that have been raised as to the Church Property in one
action." It also noted that the district court would
"necessarily decide" all of the parties' claims
by "determining whether the [Church] . . . properly
amended its articles of incorporation and changed its
name." See Utah Code Ann. § 78B-6-403(1)
(LexisNexis 2018) ("When declaratory relief is sought
all persons shall be made parties who have or claim any
interest which would be affected by the declaration . . .
The district court granted Free Wesleyan's motion to
consolidate the two actions. After discovery, the RMC and
Ma'afu filed a joint motion for partial summary judgment.
They argued that Free Wesleyan's actions, including
electing a new board and filing the Amended Articles, were
invalid because the mail-in vote did not comply with the
Discipline, which, according to them, had been incorporated
by reference into the Original Articles. They asked the
district court to issue an order invalidating the changes and
restoring the corporation's name and principals to what
they had been before the mail-in vote.
Free Wesleyan opposed the motion on three grounds. First, it
argued that the court lacked subject matter jurisdiction
because the RMC and Ma'afu failed to exhaust their
administrative remedies with the Division. Second, it
asserted that the RMC and Ma'afu lacked standing because
they were not members of the corporation and had no
independent interest in its internal actions. Third, it
argued that the Amended Articles were valid because they were
approved according to the procedures detailed in the
corporation's governing documents.
The district court granted the motion for partial summary
judgment. It rejected Free Wesleyan's exhaustion of
administrative remedies argument, stating that "the
Division made no determination regarding the parties'
rights, the validity of the vote by mail, or the [Amended]
Articles." Thus, there was nothing "before the
Court to indicate ...