Sharon E. Harris v. The National Oak Park High School Alumni Assoc.,In , 187 So. 3d 151 ( 2015 )

IN THE COURT OF APPEALS OF THE STATE OF MISSISSIPPI
NO. 2014-CA-00028-COA
SHARON E. HARRIS APPELLANT
v.
THE NATIONAL OAK PARK HIGH SCHOOL APPELLEE
ALUMNI ASSOCIATION, INC.
DATE OF JUDGMENT: 10/29/2013
TRIAL JUDGE: HON. FRANKLIN C. MCKENZIE JR.
COURT FROM WHICH APPEALED: JONES COUNTY CHANCERY COURT
ATTORNEYS FOR APPELLANT: ANITA M. STAMPS
LARRY STAMPS
ATTORNEY FOR APPELLEE: M. WAYNE THOMPSON
NATURE OF THE CASE: CIVIL - CONTRACT
TRIAL COURT DISPOSITION: DENIED APPELLANT’S REQUEST FOR A
TEMPORARY RESTRAINING ORDER AND
A PRELIMINARY INJUNCTION AND
DISMISSED THE APPELLANT’S
COMPLAINT WITHOUT PREJUDICE
DISPOSITION: REVERSED AND REMANDED - 06/30/2015
MOTION FOR REHEARING FILED:
MANDATE ISSUED:
BEFORE IRVING, P.J., CARLTON AND FAIR, JJ.
CARLTON, J., FOR THE COURT:
¶1. Sharon Harris appeals the Jones County Chancery Court’s order denying her request
for a temporary restraining order (TRO) and a preliminary injunction and dismissing her
complaint against the National Oak Park High School Alumni Association (NOPHSAA).
Harris asserts that the chancellor erroneously dismissed her complaint for the following
reasons: (1) the board of directors (the Board) lacked authority to remove her as president;
and (2) the Board lacked the number of valid affirmative votes necessary to remove her as
president.
¶2. Because the evidence in the record fails to support the dismissal of Harris’s complaint
and the denial of her requested relief, we reverse the chancellor’s judgment and remand this
case to the chancery court for further factual findings consistent with this opinion.1
FACTS
¶3. On July 3, 2012, a majority of NOPHSAA’s members elected Harris as their new
president during the business session of NOPHSAA’s annual meeting. On May 18, 2013,
Harris received a phone call informing her that NOPHSAA’s Board impeached her during
its meeting earlier that morning. According to Harris’s brief, the Board’s meeting was
initially scheduled for May 25, 2013, but was then changed to May 18, 2013. Due to a
previously scheduled commitment in Houston, Texas, Harris was unable to attend the
rescheduled meeting.
¶4. On June 4, 2013, Harris received correspondence from Lula Cooley, NOPHSAA’s
executive director, informing Harris that the Board removed her as president for violating
NOPHSAA’s bylaws. On August 28, 2013, Harris filed a complaint against NOPHSAA,
requesting specific performance, a TRO, a preliminary injunction, and other relief. Harris
asserted in her complaint that the Board removed her as president without affording her the
due process required by the corporation’s bylaws. She further asserted that the Board voted
to impeach her even though its actions directly violated NOPHSAA’s bylaws, it lacked the
1
See His Way Inc. v. McMillin, 909 So. 2d 738, 743 (¶12) (Miss. Ct. App. 2005)
(stating that whether the chancellor erred by finding the proof failed to establish a claim for
injunctive relief is a question of fact).
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legal authority to take such action, and it lacked the quorum necessary to validly vote on the
issue of her removal. Harris requested that, except as provided in NOPHSAA’s bylaws, the
chancellor prevent the Board from engaging in any further action to remove her as president.
¶5. After reviewing the pleadings and the legal memoranda submitted by the parties, the
chancellor found no validity to Harris’s assertion that the Board wrongfully removed her
from office because only the organization’s national membership possessed such authority.
Relying on Mississippi statutory law, the chancellor stated:
Mississippi Code [Annotated] [s]ection 79-11-277(2) [(Rev. 2013)] authorizes
a board of directors for a Mississippi [nonprofit] corporation to remove any
officer at any time with or without cause. Furthermore, [Mississippi Code
Annotated] [s]ection 79-11-145(2) [(Rev. 2013)] . . . prohibits a [nonprofit]
corporation from adopting bylaws [that] are inconsistent with the authority
granted by state law. For these reasons, [Harris’s] relief is not granted.
¶6. The chancellor therefore denied Harris’s request for a TRO and a preliminary
injunction and dismissed Harris’s other claims. Aggrieved by the chancellor’s ruling, Harris
filed a timely appeal to this Court on December 2, 2013.
¶7. On September 24, 2014, Harris filed a motion to supplement the record with
NOPHSAA’s bylaws and Robert’s Rules of Order.2 Harris’s motion stated that the parties’
attorneys referenced these documents in chancery court but then failed to include them in the
record on appeal. In response to Harris’s motion, the Mississippi Supreme Court remanded
the matter to chancery court for the limited purpose of determining whether the documents
were indeed before the chancellor. On remand, the chancellor entered an order granting
2
Robert’s Rules of Order refers to a book that sets forth general parliamentary rules
and procedures for organizations to follow when conducting meetings.
3
Harris’s motion to supplement the record with both the bylaws and Robert’s Rules of Order.
However, the record on appeal reflects that Harris supplemented the record with bylaws for
Illinois rather than Mississippi and with an edition of Robert’s Rules of Order that is different
from the edition referenced in the bylaws.
STANDARD OF REVIEW
¶8. Whether the chancellor erred by finding that Harris’s proof failed to establish a
successful claim for injunctive relief is a question of fact. See His Way Inc. v. McMillin, 909
So. 2d 738, 743 (¶12) (Miss. Ct. App. 2005). When a chancellor’s findings of fact are
supported by substantial evidence, this Court will not disturb the chancellor’s factual findings
unless the chancellor abused his discretion, was manifestly wrong, was clearly erroneous, or
applied an erroneous legal standard. Biglane v. Under the Hill Corp., 949 So. 2d 9, 13-14
(¶17) (Miss. 2007).
DISCUSSION
¶9. Harris contends that the chancellor erroneously dismissed her complaint and denied
her requested relief. According to Harris’s argument, the Board’s attempt to remove her as
president was invalid because the Board’s vote failed to follow the due-process requirements
afforded by NOPHSAA’s bylaws and Robert’s Rules of Order. Harris asserts that the Board
lacked authority to remove her as president because only NOPHSAA’s members, who
elected her during the organization’s annual meeting, possessed such authority. Although
Harris admits that NOPHSAA’s bylaws are silent on the removal of a national officer, she
contends that NOPHSAA’s bylaws expressly defer to Robert’s Rules of Order in such
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circumstances.
¶10. In addressing this assignment of error, we acknowledge that Mississippi statutory law
authorizes a board of directors to remove any officer at any time with or without cause. See
Miss. Code Ann. § 79-11-277(2). Even so, questions remain in this case as to whether the
Board’s meeting was valid and complied with NOPSHAA’s bylaws and whether the Board
members who voted were eligible to do so according to the applicable bylaws.3 Due to the
record’s silence on these issues, the following questions must be answered before we can
determine the validity of the Board’s vote to dismiss Harris: (1) whether NOPHSAA’s
bylaws authorized the Board to conduct a meeting by telephone or teleconference; (2)
whether the Board’s vote satisfied the bylaws’ requirements for voting eligibility; and (3)
whether a quorum existed for the Board’s meeting and related vote.
¶11. Harris argues that the Board lacked the number of valid affirmative votes necessary
to possess a quorum and to remove her as president. In her brief, Harris asserts:
For the vote of [i]mpeachment . . . , six members of the [B]oard were
actually present to count toward[] [a] quorum. [NOPHSAA]’s bylaws
expressly state members are required to be “present” for [a] quorum. One
member was inactive for failure to pay dues and therefore cannot be counted
toward [a] quorum as an active present member.
Additionally, members not actually present, but who cast[] a vote via
telephone[,] cannot be considered in the quorum because the bylaws expressly
state members are required to be present to be considered for [the] quorum.
....
Seven of the votes considered [were] from members not present but gathered
3
We acknowledge that the Illinois bylaws provided by Harris contain no provision
for Board meetings or votes conducted by telephone or teleconference.
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over the telephone. Since the governing bylaws expressly state a motion can
only be approved by the members establishing [a] quorum who are actually
present, the votes accumulated via telephone [were] invalid and [could not] be
considered for [a] quorum.
¶12. As previously acknowledged, this Court will not disturb a chancellor’s findings of fact
where they are supported by substantial evidence in the record. Biglane, 949 So. 2d at 13-14
(¶17). However, as we explained, the record in this case contains no Mississippi bylaws for
NOPHSAA that would enable this Court to review the validity of the Board’s actions or the
procedures it used during the vote to dismiss Harris. In addition, the chancellor provided no
factual findings for appellate review.
¶13. On appeal, Harris contends that NOPHSAA’s bylaws and Robert’s Rules of Order,
as incorporated by reference in the bylaws, set forth authorized voting procedures and
establish the requirements for voting eligibility for a nonprofit organization incorporated in
Mississippi. However, the record lacks evidence that would allow this Court to review
Harris’s claims. As discussed, the record contains bylaws for a nonprofit corporation
organized in Illinois rather than in Mississippi.4 Also, although the record reflects that the
Illinois bylaws incorporate by reference the newly revised edition of Robert’s Rules of Order,
Harris provided this Court with the second edition of Robert’s Rules of Order rather than the
newly revised edition. As a result, the record contains no factual findings or supporting
4
The bylaws provided by Harris state that NOPHSAA is a nonprofit corporation
“organized under the laws of the State of Illinois on May 3, 1979.” The parties and the
chancellor agree that NOPHSAA is a duly licensed nonprofit corporation incorporated and
doing business in Mississippi. The record shows that Cooley, as NOPHSAA’s executive
director, serves as NOPHSAA’s registered agent for service of process in Mississippi.
However, the record contains no further documentation that reflects NOPHSAA’s
incorporation in Mississippi.
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evidence to assist this Court in reviewing the validity of either the Board’s action or the
chancellor’s dismissal of Harris’s complaint and denial of her requested relief.
¶14. The record on appeal fails to reflect what NOPHSAA’s Mississippi bylaws require
regarding a quorum, voting-eligibility requirements, the Board’s meeting procedures, and the
validity of telephonic meetings and telephonic voting. Accordingly, we must remand this
case for the chancellor to provide findings as to whether the Board followed applicable bylaw
requirements for a quorum, meetings, and voting when the Board voted to dismiss Harris in
a meeting where some members attended and voted by telephone.5
CONCLUSION
¶15. Although Mississippi statutory law allows a board to remove officers, the record in
this case fails to show whether the action taken by NOPHSAA’s Board constituted a valid
action in accordance with the applicable bylaws. Because we find the record fails to contain
substantial evidence to support the chancellor’s dismissal of Harris’s complaint and his
denial of Harris’s requested relief, we reverse the chancellor’s judgment and remand this case
for further proceedings consistent with this opinion.
¶16. THE JUDGMENT OF THE JONES COUNTY CHANCERY COURT IS
REVERSED, AND THIS CASE IS REMANDED FOR FURTHER PROCEEDINGS
CONSISTENT WITH THIS OPINION. ALL COSTS OF THIS APPEAL ARE
ASSESSED TO THE APPELLEE.
LEE, C.J., IRVING, P.J., BARNES, ISHEE, ROBERTS, MAXWELL, FAIR
AND JAMES, JJ., CONCUR. GRIFFIS, P.J., DISSENTS WITHOUT SEPARATE
WRITTEN OPINION.
5
See Speights v. Speights, 126 So. 3d 76, 82 (¶19) (Miss. Ct. App. 2013) (reversing
and remanding on the issue of attorney’s fees due to the chancellor’s insufficient findings).
7