Texas Business Court Decision – July 15, 2026

No. 25-bc11B-0031   Jeremiah Counsel Corporation v. Ben Young, et al. (Eleventh Division, Judge Dorfman) 2026 Tex. Bus. 46

Church Governance.

Background. 

Second Baptist Church of Houston, a Texas nonprofit corporation with roughly 94,000 members, operated for decades under its 1928 Articles of Incorporation (amended 1978) and 2005 Bylaws that gave members voting rights, including the right to elect Trustees and the Senior Pastor. In May 2023, the Church’s leadership (the Young Group) called a business meeting, provided written newsletter notice and oral announcements describing the purpose of the meeting as updating bylaws “to protect our ability to continue operating as a Biblical Church,” and secured a 315-2 vote adopting amended Articles and Bylaws abolishing member voting rights and creating a self-perpetuating “Ministry Leadership Team” (MLT) controlled by the Senior Pastor. In 2024, defendant Ben Young succeeded his father Ed Young as the Senior Pasto, reconstituted the MLT, and transferred a media platform (“The Winning Walk”) to Ed Young. Plaintiff Jeremiah Counsel Corporation (JCC), an association of dissenting members, sued for declaratory relief, breach of fiduciary duty, fraud, conversion, and derivative claims against Young and others, including the Church’s outside counsel, Dennis Brewer. This matter comes before the court on motions for summary judgment and partial summary judgment.

Issues.

1. Whether the church autonomy doctrine bars plaintiff JCC’s claims;
2. Whether JCC has associational and/or derivative standing;
3. Whether the 2023 Articles and Bylaws amendments were validly adopted; and
4.  Whether claims against Brewer are barred by attorney immunity or the Business court’s limited jurisdiction.

Discussion.

1. Church Autonomy Doctrine. The Court applies Texas’s “neutral principles of law” methodology, under which claims resolvable by reference to statutes and corporate documents (rather than religious doctrine) may proceed, while claims requiring inquiry into ecclesiastical questions may not. Because the validity of corporate amendments and entitlement to inspect records are inherently secular questions under Masterson v. Diocese of Nw. Tex., 422 S.W. 3d 504 (Tex. 2007) and Southern Methodist University v. South Central Jurisdictional Conference of the United Methodist Church, 716 S.W. 3d 746 (Tex. 2005) (Young, J., concurring), the court retains jurisdiction over JCC’s declaratory judgment and accounting claims. But JCC’s fraud claim – premised on the theory that Defendants’ state purpose of “continuing to operate as a biblical church” was knowingly false – would require a jury to make the kind of doctrinal inquiry the church autonomy doctrine forbids. Likewise the Derivative claims (breach of fiduciary duty, ultra vires acts, conversion of “The Winning Walk”) were barred, once the Court assumed the amendments were valid, because scrutinizing the MLT’s governance and asset decisions – hiring/firing the Senior Pastor, restructuring leadership, transferring church property – would entangle the Court in core ecclesiastical governance matters.
2. Standing. JCC satisfied the three-part associational-standing test (member standing, germane purpose, no need for individual participation) because its declaratory relief claim presented a pure legal question applicable uniformly to the congregation without damages. However, JCC’s Derivative Claims failed under TBOC Sec. 20.002(c) because the statute limits derivative suits to acts either outside the corporation’s stated purpose or violating an express authority limitation in the Articles – and the Church’s broadly worded purpose (“support of public worship”) and silence on procedural limitations meant none of the challenged conduct qualified as ultra vires.
3. Merits of the Amendments. The Articles amendment was invalid because TBOC Sec. 22.105(b) mandates written notice of proposed amendments to the Articles, and defendants admittedly gave none – only the bylaws were referenced in the notices. By contract, the Bylaws amendment was valid because Sec. 22.156(b) requires only oral notice at a worship service for church corporations, which defendants provided (and exceeded by also using their written newsletters).  The Court rejects JCC’s argument that the 1978 Articles independently guaranteed member voting rights, holding that Article V’s reference to Trustees being “elected” was silent as to who elects them, and that rewriting the provision to insert “by the membership” would improperly rewrite the contract-like corporate charter. Because the Articles contained no express voting-right guarantee, there was no conflict with the 2023 Bylaws under Sec. 22.103(a), and the Bylaws amendment stood.
4. Claims Against Brewer. For pre-2024 conduct (his work as outside counsel before joining the MLT), Texas’s anti-fracturing doctrine required treating JCC’s fiduciary-duty and fraud allegations as an unpled legal malpractice claim – a category of claim the Business Court is statutorily barred from hearing under Tex. Gov’t Code Sec. 25A.004(h)(3) – compelling dismissal without prejudice rather than resolution on attorney-immunity grounds. For post-2024 conduct as an MLT member, the claims are barred by the church-autonomy doctrine and the derivative-claims defects identified earlier.
5. In sum, the 2023 Articles amendment is invalid, and the 2023 Bylaws amendment is valid. All fraud and Derivative Claims are dismissed with prejudice under the church-autonomy doctrine and for lack of standing. Pre-appointment claims against Brewer are dismissed for lack of jurisdiction, and post-appointment claims are dismissed for church autonomy and standing grounds.