Jeremiah Counsel v. Young

2026 Tex. Bus. 46 THE BUSINESS COURT OF TEXAS ELEVENTH DIVISION JEREMIAH COUNSEL § CORPORATION, § § Plaintiff, § v. § Cause No. 25-BC11B-0031 BEN YOUNG, et al., § § Defendants. § ═══════════════════════════════════════ OPINION AND ORDER ═══════════════════════════════════════ Syllabus1 This opinion addresses (i) the boundary between a church’s right to autonomy and its secular obligations as a nonprofit corporation; (ii) an association’s standing to bring claims for declaratory relief and derivative claims under the Texas Business Organizations Code; (iii) the merits of cross-motions for summary judgment that challenge actions to amend governing documents, as well as the actions that followed the amendments; and (iv) the statutory jurisdiction of the Texas Business Court over claims against the church’s former outside counsel. 1 This syllabus is provided for the convenience of the reader; it is not part of the Court’s opinion and should not be relied upon as legal authority.  2026 Tex. Bus. 46 THE BUSINESS COURT OF TEXAS ELEVENTH DIVISION JEREMIAH COUNSEL § CORPORATION, § § Plaintiff, § v. § Cause No. 25-BC11B-0031 BEN YOUNG, et al., § § Defendants. § ═══════════════════════════════════════ OPINION AND ORDER ═══════════════════════════════════════ I. INTRODUCTION ¶1 This case involves a dispute over the governance and governing documents of the Second Baptist Church of Houston, a nearly one hundred-year-old Texas church blessed with approximately 94,000 adherents. Disagreements over leadership in so large an organization may be inevitable, even among communities of like-minded believers. And any court would naturally feel reluctance to pick sides in such a dispute. Fortunately, that is not this Court’s role. Rather, the United States and Texas Constitutions, and Texas case law applying them, task secular courts in such situations with a solemn duty: to decide legal matters when appropriate, but to abjure the exercise of jurisdiction when it risks intrusion into the religious sphere. ¶2 Defendants Ben Young, Homer Edwin (“Ed”) Young, Lee Maxcy, Dennis Brewer, Jr., and Second Baptist Church Corporation (the “Church”), collectively referred to herein as “Defendants,” filed a summary judgment motion seeking dismissal of almost all claims1 brought against them by plaintiff Jeremiah Counsel Corporation (“Plaintiff” or “JCC”). Defendant Brewer separately moved for summary judgment, on additional grounds, of all causes of action against him. Plaintiff JCC, in its motion for partial summary judgment, requests the Court to enter a declaratory judgment invalidating a 2023 vote to amend the Church’s articles and bylaws, which eliminated member voting rights. This opinion addresses and resolves all issues raised by the parties’ summary judgment cross- motions. ¶3 Before reaching the merits of the motions, however, the Court must clear two jurisdictional hurdles. The first is the boundary between a church’s constitutional right to self-governance and its statutory obligations as a Texas nonprofit corporation. Relying on the First Amendment, Defendants argue that the church autonomy doctrine bars all but one of the Plaintiff’s claims because this lawsuit concerns matters of faith and internal church governance. 1 As several of my Business Court colleagues have pointed out, the terms “claim” and “cause of action” convey distinct meanings when used in a legal context. See, e.g., Sebastian v. Durant, 2025 Tex. Bus. 4, ¶16, 707 S.W.3d 124, 127 (11th Div.); C Ten 31, LLC v. Tarbox, 2025 Tex. Bus. 1, ¶¶26–27, 708 S.W.3d 229, 243 (3d Div.); Tema Oil & Gas Co. v. ETC Field Servs., LLC, 2024 Tex. Bus. 3, ¶15, 705 S.W.3d 226, 231 (8th Div.). With apologies to my learned (and correct) colleagues, I use these terms interchangeably herein. 2  ¶4 The second jurisdictional barrier is standing. Defendants argue that the Plaintiff—an incorporated association of disaffected Church members created solely to bring this lawsuit—lacks associational standing to pursue claims against the Church on behalf of its members. Defendants further contend that even if the association has such standing, it cannot “stack” derivative standing on top of associational standing to pursue those claims that belong to the nonprofit Church which, under the Texas Business Organizations Code (“TBOC” or “the Code”), must be brought by a member on the Church’s behalf (the “Derivative Claims”). ¶5 Only after surmounting these hurdles may a court reach the merits raised by these summary judgment cross-motions. By comparison, that merits question is relatively straightforward: Did Defendants validly amend the Church’s governing documents to remove the members’ historic right to vote for the Senior Pastor and Board members of their choice? If so, may this Court nonetheless adjudicate Plaintiff’s Derivative Claims that attack the decisions Defendants made, both in revising the governance structure and then in taking certain challenged acts once empowered by it? We address the cross-motions, and these issues, in that order. II. THE FACTUAL AND PROCEDURAL BACKGROUND A. The Church and Its Governance Framework ¶6 Second Baptist Church was founded in 1928 as a Texas nonprofit corporation. For several decades, the Church operated under the 1928 Articles of Incorporation that created a Board of Trustees and, since at least 2005, it has adopted bylaws pursuant to the Articles. The Articles were amended once, in 1978, and until the 2023 vote was held, it was 3 these amended articles (hereafter, “the Articles”), that constituted the Church’s certificate of formation—as that term is used in the Business Organizations Code. ¶7 It is undisputed that, under this framework, the Church operated with a representative governance structure that vested significant voting rights in the individual church members, including the right to approve or reject material changes to the corporate bylaws.2 From 1978 until 2024, the Church was led by defendant Ed Young as its Senior Pastor. B. The Young Group Promulgates the 2023 Amendments ¶8 Sometime in early 2023, the individual defendants initiated a process to amend the Church’s governing documents. JCC alleges this move was a departure from decades of selfless leadership designed to consolidate power within a specific group— namely, the Defendants (referred to in JCC’s Petition as the “Young Group”)3—in a manner Plaintiff believes to be detrimental to the congregation’s historical oversight role. ¶9 This process culminated in late May 2023. On May 30, the Church Board of Trustees met and voted unanimously to approve amendments to the Articles of Incorporation and the First Amended and Restated Bylaws of Second Baptist Church (hereinafter “2023 Bylaws”), and to recommend their adoption to the congregation.4 On 2 It is undisputed that, prior to the challenged May 31, 2023, vote, the 1928 Articles (as amended in 1978) and the 2005 Amended Bylaws (“the 2005 Bylaws”) were the Church’s governing documents then in effect. 3 The “Young Group” consists of the four individual defendants: Ed Young (former Senior Pastor), Ben Young (Ed Young’s son and the current Senior Pastor), Lee Maxcy (Associate Pastor and Church Administrator), and Dennis Brewer (the Church’s attorney). See Plaintiff’s Second Am. Pet. at 6-10. 4 See Resolution of the Board of Trustees of Second Baptist Church, May 30, 2023 (attached as part of Attachment 2 to the Affidavit of Lee Maxcy, Ex. A to Defendants’ Second Motion for Summary Judgment (“the Maxcy Affidavit”)). 4 the evening of May 31, 2023, the Church called a “Church Business Meeting” to vote on these amendments. Defendants had previously provided notice of this meeting on four occasions: twice in the weekly church newsletter circulated via email on May 19 and 26, and by oral announcement made during regularly scheduled weekend worship services on May 21 and 28, at each of the church’s six locations (or “campuses”). The meeting notice stated: We have a meeting Wednesday night, May 31st, at 6 p.m. in the Woodway Fellowship Hall. The Church will have a Call [sic] Church business meeting to update our by-laws, to protect our ability to continue operating as a Biblical Church.5 ¶10 The meeting went forward at the designated time and place. There, various church leaders presented provisions of the proposed amended bylaws, including via PowerPoint slides. Senior Pastor Ed Young also addressed the meeting and offered to answer questions. Then Bill Mearse, the former Chairman of the Deacons, conducted the vote: first to adopt the Amended Articles of Incorporation, then to adopt the 2023 Bylaws. Defendants contend that a “clear” and “overwhelming” majority voted by a show of hands to approve both the amended articles and bylaws.6 The votes tallied 315-2 in favor of approving both sets of amendments.7 5 Defendants’ Second Motion for Summary Judgment at 9. The newsletter announcements were almost identically worded: “Also, on Wednesday night, May 31, 6 p.m. in the Woodway Campus Fellowship Hall, the church will have a called Church Business Meeting to update our Bylaws to protect our ability to continue operating as a biblical church.” Id. 6 Id. No party disputes these background facts, although as noted below Plaintiff casts substantial doubt on the motives and candor of the Church leadership in calling for and conducting the votes. The amendments’ presentation and voting process are attested to in the Maxcy Affidavit, at ¶¶12–16. 7 See id. at Attachment 2 (Minutes of Called Church Business Conference, May 31, 2023). 5  ¶11 The 2023 Bylaws purported to change several aspects of Church governance. Those most relevant here include: • Removal of Voting Rights. All member voting rights (at minimum, to elect the Senior Pastor, Board members, officers, committee members, to vote on amendments to governing documents, and to approve expenditures and certain business dealings) were abolished, removing the congregation’s historical governance role. • Selection of Senior Pastor and Self-Perpetuating Board: Core governance transitioned from a Board of Trustees to a self- perpetuating board, the “Ministry Leadership Team” (hereafter, “MLT”), removing Trustee oversight. Per the 2023 Bylaws, the MLT is composed of the Senior Pastor, individuals initially appointed by the Senior Pastor and, thereafter, any additional individuals whom the Senior Pastor may nominate and the MLT may elect.8 The right to elect the Senior Pastor belongs solely to the Senior Pastor; and the MLT’s ability to remove the Senior Pastor is circumscribed. • Asset Control: The MLT was granted broad discretion over Church assets. 8 See 2023 Bylaws §§ 5.01, 5.03, Ex. 5 to Plaintiff’s Motion for Partial Summary Judgment. As provided for by §5.02, the MLT’s powers are unquestionably far-reaching: The MLT shall be considered the board of directors of the Church, the governing body of the Church, and shall have all the rights, powers, and responsibilities of a board of directors pursuant to the [Texas Business Organizations] Code, subject to any limitations under the Code, the Articles of Incorporation of the Church, and these Bylaws. All corporate powers shall be exercised by or under their authority, and they shall have final authority for affairs pertaining to property and other temporal matters as required by civil law for nonprofit corporations. They shall be responsible for the acquisition and disposition of Church property, which includes the management of its financial resources, and shall have the power to buy, sell, mortgage, pledge or encumber any church property and incur related indebtedness. 6  C. This Lawsuit Follows ¶12 On April 15, 2025, JCC—a Texas nonprofit corporation formed as an association of long-standing current or former Church members—filed this lawsuit challenging the vote held almost two years earlier, as well as certain later actions taken by the MLT.9 JCC asserts its standing to sue as an association of concerned Church members and ex-members, and also derivatively on behalf of the Church itself. ¶13 JCC’s complaints are multi-faceted and detailed. But in essence, it accuses Defendants—acting initially on Ed Young’s determination to secure his son’s ascendance as his successor—of scheming to foist upon Second Baptist a “megachurch” model of tight, “dictatorial” governance.10 To this end, JCC alleges, the Young Group drafted the challenged amendments, misled the Board and the membership as to their intended effect and purpose, and thereby suppressed turnout and secured their approval. ¶14 JCC challenges this vote as fraudulent, a breach of fiduciary duties, and as failing to comply with applicable TBOC provisions. JCC seeks to void not only the vote, and the resulting amendments, but also the “initial fruits” of the revised governance structure borne approximately one year later, on May 26-27, 2024, when (i) Ed Young appointed son Ben Young to replace him as Senior Pastor; (ii) Ben Young dismissed Ed 9 JCC initially filed suit in the 55th District Court of Harris County, Texas, Cause No. 2025-26607; Jeremiah Counsel Corp. v. Ben Young, et al. Defendants removed the action to the Business Court on June 9, 2025. 10 See Plaintiff’s Second Am. Pet. at 5 (alleging that “Second Baptist’s founding principles of shared governance, trust, and service to the faithful were to be abandoned in favor of a ‘megachurch’ autocracy more concerned with the getting of dollars than the teaching of charity and goodwill.”); id. at 9 (asserting that Ed Young “wanted the power to simply appoint Ben Young as his successor—without any need to be anxious about whether his son would actually be selected if Church members were to follow the traditional method”); id. at 22 (claiming that “[u]nder the purported Bylaws ‘updates,’ the Senior Pastor would also have nearly dictatorial authority over church business and staff”). 7 Young from further involvement with the Church and nominated his friends and family members to the MLT to consolidate his control; and (iii) the MLT transferred ownership of “The Winning Walk” to Ed Young.11 JCC also fears the “future implications” of the revised governance structure: “Without an independent Board of Trustees and enfranchised members, there is nothing to prevent the plundering and wholesale dismantling of Second Baptist.”12 ¶15 JCC’s petition recites a litany of claims in support of these challenges: (i) for declaratory relief pursuant to TEX. BUS. ORGS. CODE §22.512(b)(3)(A), to void the amended articles of incorporation and bylaws; (ii) for breaches of fiduciary duty, ultra vires acts, fraud, tortious interference with contracts, and civil conspiracy to commit same, seeking damages derivatively on the Church’s behalf; (iii) for conversion of The Winning Walk, seeking damages derivatively on the Church’s behalf; (iv) for an accounting; and (v) for injunctive relief, to bar the MLT and Senior Pastor Ben Young from seeking to exercise any powers purportedly conferred upon them by the 2023 Bylaws or from taking any non-de minimis act inconsistent with the 2005 Bylaws.13 11 See generally Plaintiff’s Second Am. Pet. at 28. According to JCC, “The ‘Winning Walk’ is a copyrighted multi-media platform that uses a website, books, videos, podcasts of sermons and church messages, and an on-line bookstore to share the Second Baptist ministry with people across the country.” Id. “This program,” JCC further alleges, “was developed by Second Baptist’s employees and officers using church resources, funds and facilities and constitutes the intellectual and physical property of the Second Baptist congregation.” Id. 12 Id. at 29. 13 See generally Plaintiff’s Second Am. Pet. at 29-44. 8  ¶16 This is sweeping relief, that implicates broad swathes of the Church’s internal management, governance, and direction. Accordingly, before proceeding further, the Court must first address whether it may even exercise jurisdiction over the matter. Defendants’ summary judgment motion forthrightly asserts, on page one, that it cannot: “This lawsuit is barred by the church autonomy doctrine.”14 III. THE CHURCH AUTONOMY DOCTRINE ANALYZED A. The Church Autonomy Doctrine Protects Religion from Secular Intrusion ¶17 The church autonomy doctrine, frequently referred to as the ecclesiastical abstention doctrine, arises out of the First Amendment to the United States Constitution and Article I, Section 6 of the Texas Constitution, which forbid secular civil courts from adjudicating theological controversies.15 The doctrine affords broad constitutional protection, reflecting “the general rule that religious controversies are not the proper subject of civil court inquiry, and that a civil court must accept the ecclesiastical decisions of church tribunals as it finds them.”16 As the Texas Supreme Court states: “[c]hurches have a fundamental right to decide for themselves, free from state interference, matters of church government as well as those of faith and doctrine. It is a core tenet of First 14 Defendants’ Second Motion for Summary Judgment at 1. 15 Many courts (including this one) casually refer to the church autonomy doctrine in jurisdictional terms. But, as United States Fifth Circuit Judge Andrew Oldham has explained, it is in fact a substantive constitutional immunity defense, not a jurisdictional bar: “it generally produces a judgment on the merits with prejudice . . . .” McRaney v. N. Am. Mission Bd. of S. Baptist Convention, Inc., 157 F.4th 627, 641 (5th Cir. 2025). 16 Serbian E. Orthodox Diocese v. Milivojevich, 426 U.S. 696, 713 (1976). 9 Amendment jurisprudence that, in resolving civil claims, courts must be careful not to intrude upon internal matters of church governance . . . .”17 ¶18 To avoid unconstitutional church-state entanglement, Texas has adopted the “neutral principles of law” approach, ensuring that religious organizations are afforded the same legal regularity as secular entities when they choose to utilize state-sanctioned corporate forms.18 Historically, many jurisdictions, including Texas, had applied a “deference rule” to religious disputes, requiring civil courts to defer to a church’s highest internal authority.19 But the Texas Supreme Court has since acknowledged that the deference rule often injects civil judges into an “impermissible inquiry” into theological disputes and, further, risks creating a “two-tiered system” that potentially immunizes religious corporations to operate “lawlessly” under the same statutes that would not countenance such conduct if engaged in by secular incorporated entities.20 Today, neutral principles are the “exclusive methodology” that Texas courts apply.21 ¶19 Application of the church autonomy doctrine—and, by extension, neutral principles of law—should sanction neither lawlessness nor entanglement.22 And thus, the 17 Westbrook v. Penley, 231 S.W.3d 389, 397 (Tex. 2007) (cleaned up). 18 Masterson v. Diocese of Nw. Tex., 422 S.W.3d 594, 603 (Tex. 2013). 19 See Watson v. Jones, 80 U.S. 679, 727 (1871). 20 See Masterson, 422 S.W.3d at 605–06. 21 Episcopal Diocese of Fort Worth v. Episcopal Church, 602 S.W.3d 417, 424 (Tex. 2020). See also Masterson, 422 S.W.3d at 607 (“to reduce confusion and increase predictability in this area of the law where the issues are difficult to begin with, Texas courts must use only the neutral principles construct.”). 22 McRaney, 157 F.4th at 635-36 (“The doctrine does not grant religious institutions . . . a general immunity from secular laws. Its purpose includes safeguarding religious institutions’ autonomy with respect to internal management decisions that are essential to the institution’s central mission.”) (cleaned up). 10 doctrine imposes a double duty: courts must avoid intruding into the religious sphere, but simultaneously “Texas courts are bound to exercise jurisdiction vested in them by the Texas Constitution and cannot delegate their judicial prerogative where jurisdiction exists.”23 ¶20 Here, as in the Texas Supreme Court’s recent Southern Methodist University case, Second Baptist “chose to establish [itself] as a nonprofit corporation subject to Texas corporations law” and, therefore, JCC’s claim that the vote to amend the Church’s governing documents failed to comply with TBOC may be resolved by the application of neutral principles of law; indeed, “by looking solely to Texas statutes and [the Church’s] articles of incorporation.” S. Methodist Univ., 716 S.W.3d at 482; see also id. at 498 (Young, J., concurring) (“[w]hen a religious organization chooses the corporate form for one part of its mission . . . the government, including the courts, must respect and uphold that choice.”). ¶21 Because the church autonomy doctrine is not an “all-or-nothing” bar, the Court must conduct a claim-by-claim analysis to determine whether neutral principles of 23 Masterson, 422 S.W.3d at 606. See also id. at 596 (endorsing neutral principles “because it better conforms to Texas courts’ constitutional duty to decide disputes within their jurisdiction while still respecting limitations the First Amendment places on that jurisdiction.”); S. Methodist Univ. v. S. Cent. Jurisdictional Conf. of the United Methodist Church, 716 S.W.3d 475, 494–497 (Tex. 2025) (Young, J., concurring) (calling the church autonomy doctrine “a constitutional principle of literally transcendent importance” pursuant to which “[s]ometimes a court must decline to exercise jurisdiction over part or all of a case; sometimes the exact opposite is true.”); id. at 503 (“a talismanic dismissal of cases for ‘lack of subject-matter jurisdiction’ risks closing the courthouse doors to religious organizations, rendering them helpless to protect their constitutional rights and achieving the exact opposite of the religious-liberty aspirations of our constitutions. In proper circumstances, therefore, the church-autonomy doctrine may require a court to exercise jurisdiction and rule for the religious entity on the merits—not because of any religious inquiry but because of the church- autonomy doctrine’s substantive reach.”). 11 law permit or prohibit the exercise of jurisdiction.24 For purposes of this analysis, JCC’s several claims may be grouped into four distinct categories: • Declaratory relief regarding the validity of the 2023 amendments; • Derivative Claims (ultra vires acts, fraud, breaches of fiduciary duty and civil conspiracy to commit same; tortious interference with contracts, conversion of The Winning Walk; • Claim for an accounting; and • Injunctive relief. B. The Court Has Jurisdiction to Determine the Validity of the 2023 Amendments ¶22 JCC argues, and Defendants now concede,25 that the notice and validity of amendments to a nonprofit’s corporate articles of incorporation and bylaws are secular, not ecclesiastical, matters. The Court agrees. Indeed, any contrary argument—that the church autonomy doctrine automatically bars such an inquiry—appears plainly foreclosed by Texas Supreme Court precedent.26 Accordingly, the Court will address below the merits of the matters raised in the parties’ cross-motions for summary judgment: whether the 24 See Tilton v. Marshall, 925 S.W.2d 672, 675-80 (Tex. 1996). 25 See Defendants’ Response to JCC’s Supplemental Filing at 1-2. 26 See Masterson, 422 S.W.3d at 609 (“Absent specific, lawful provisions in a corporation’s articles of incorporation or bylaws otherwise, whether and how a corporation’s directors or those entitled to control its affairs can change its articles of incorporation and bylaws are secular, not ecclesiastical, matters.”); Episcopal Diocese, 602 S.W.3d at 424 (“Texas corporations law dictates how the corporation can be operated, including determining the terms of office of corporate directors, the circumstances under which articles and bylaws can be amended, and the effect of the amendments”) (cleaned up); S. Methodist Univ., 716 S.W.3d at 506 (Young, J., concurring) (“the articles of incorporation of a Texas corporation either were validly amended, or they were not. These are not the kinds of cases that the church-autonomy doctrine bars at the courthouse door.”). 12 Church’s amendments process complied with TBOC and whether and to what extent the Court should declare invalid the vote on the 2023 amendments. C. The Church Autonomy Doctrine Bars Plaintiff’s Derivative Claims ¶23 JCC claims that as officers, agents, or attorneys the Defendants owed fiduciary duties to Church members, and breached them by failing to disclose that the 2023 Bylaws would abolish their right to vote on Church governance matters: Rather than faithfully serving Second Baptist and its members, H. Edwin Young, Ben Young and Lee Maxcy put their own interests above the interests of the 94,000 members of Second Baptist. Although retained by Second Baptist, Brewer counseled H. Edwin Young, Lee Maxcy and Ben Young on taking the surreptitious steps needed in their attempt to seize control of Second Baptist’s governance, and to obtain control of Second Baptist’s property, financial assets and facilities for their own purposes.27 ¶24 Defendants counter that all of JCC’s Derivative Claims are barred because Defendants acted in furtherance of the Church’s religious mission and any judicial inquiry into the propriety of their choices would necessarily intrude upon the Church’s right to structure its internal governance free from secular interference. ¶25 In assessing whether the Church autonomy doctrine bars the exercise of jurisdiction over these claims, the Court must assume (without yet deciding) that the 2023 amendments were validly adopted. For, if they were not, then JCC is due declaratory relief pursuant to the application of neutral principles; and, presumably, the challenged actions taken in reliance upon the amendments will be deemed void (or voidable)—thereby mooting 27 Plaintiff’s Second Am. Pet. at 32. 13 the breach of fiduciary duty and ultra vires claims. If, however, the Court deems the amendments valid, then the neutral principles inquiry will have been satisfied; and any further judicial scrutiny of actions the MLT later took in accordance with the amendments—especially to the extent that they implicate core governance decisions (e.g., the hiring and firing of the Senior Pastor, changes to the structure of Church leadership, the internal input afforded Church members, and the use and transfer of Church assets and property)—risks the very entanglement that the church autonomy doctrine renounces.28 28 Harris v. Matthews, 643 S.E.2d 566, 570–71 (N.C. 2007) (cleaned up) is a North Carolina Supreme Court case involving a church dispute much like the one presented here: Civil court intervention into church property disputes is proper only when relationships involving church property [have been structured] so as not to require the civil courts to resolve ecclesiastical questions. When a congregational church’s internal property dispute cannot be resolved using neutral principles of law, the courts must intrude no further and must instead defer to the decisions by a majority of its members or by such other local organism as it may have instituted for the purpose of ecclesiastical government. .... In Atkins v. Walker, 200 S.E.2d 641 (N.C. 1973), the plaintiffs could have challenged the validity of church action by showing that such action was not taken in a meeting duly called and conducted according to the procedures of the church. However, because nothing in the record suggested that any actions of which the plaintiffs complained were not properly taken at a meeting of the church’s governing body (the congregation), we concluded the trial court’s decision could only have been based on factors that it was constitutionally prohibited from considering. .... Here, for example, in order to address plaintiffs’ claims, the trial court would be required to interpose its judgment as to both the proper role of these church officials and whether each expenditure was proper in light of Saint Luke’s religious doctrine and practice, to the exclusion of the judgment of the church’s duly constituted leadership. This is precisely the type of ecclesiastical inquiry courts are forbidden to make. See also generally Mouton v. Christian Faith Missionary Baptist Church, 498 S.W.3d 143, 150 (Tex. App.— Houston [1st Dist.] 2016, no pet.) (finding that in church dispute over plaintiff’s attempt to succeed his 14  ¶26 Thus, the Court agrees with Defendants and concludes that, in the absence of neutral principles of law to be applied to them, the church autonomy doctrine bars the exercise of jurisdiction over Plaintiff’s Derivative Claims that relate to core Church governance decisions. The same analysis applies, and similarly bars consideration of Plaintiff’s conversion cause of action for the decision to transfer Church property—The Winning Walk—to Pastor Ed Young. Whether this was a fit honorarium for a retiring Senior Pastor’s decades of salutary service or, conversely, “waste” of corporate assets in violation of the MLT’s fiduciary duties to the Church,29 is a judgment question best left to believers, not to a secular court constrained to apply only neutral principles of law.30 deceased father as pastor, “appellants’ claims were inextricably intertwined with the selection of the church’s new pastor (Wilson) and the church’s expulsion of members (appellants)—two issues long recognized to be inherently ecclesiastical and of prime importance to the exercise of religious liberty. Texas courts have long recognized that courts should not involve themselves in matters relating to the hiring, firing, discipline, or administration of clergy.”) (cleaned up); Westbrook, 231 S.W3d at 397 (“It is a core tenet of First Amendment jurisprudence that, in resolving civil claims, courts must be careful not to intrude upon internal matters of church governance”); id. at 402 (declining to consider civil liability for breach of fiduciary duty and related claims because “it is well-settled that [t]he interaction between the church and its pastor is an integral part of church government and [t]he relationship between an organized church and its ministers is its lifeblood.”) (cleaned up). 29 See, e.g., RESTATEMENT OF THE LAW, CORPORATE GOVERNANCE § 4.05 cmt. a, illus. 2 and cmt. b (A.L.I., Tentative Draft No. 3, 2026). 30 See In re Godwin, 293 S.W.3d 742, 745 (Tex. App.—San Antonio, no pet.) (“The determination of whether [the pastor] and [the church’s] financial expenditures were proper in this case requires an inquiry into whether the expenditures were justified in light of [the church’s] religious doctrine and practices. Because this is the type of ecclesiastical inquiry courts are forbidden to make, we conclude the trial court abused its discretion by asserting jurisdiction over [the former member plaintiff’s] fraud claim.”); see also McRaney, 157 F.4th at 637 (“The ministerial exception also bars common law claims that litigate the employment relationship between the religious organization and the employee. Courts have rejected a wide variety of torts that attack ministry staffing decisions . . . .”) (cleaned up); Harris, 643 S.E.2d at 571 (in case challenging church leadership’s transfer of assets to a North Carolina nonprofit as a misappropriation of church funds and breach of fiduciary duty, “plaintiffs argue [the church] is entitled to recover damages from defendants because they breached their fiduciary duties by improperly using church funds, which constitutes conversion. Determining whether actions, including expenditures, by a church’s pastor, secretary, and chairman of the Board of Trustees were proper requires an examination of the church’s view of the role of the pastor, staff, and church leaders, their authority and compensation, and church management. Because a church’s religious doctrine and practice affect its understanding of each of these concepts, seeking a court’s review of the matters 15  D. Plaintiff May Pursue its Claim for an Accounting ¶27 Lastly, that JCC may seek a secular court’s intervention in pursuing its request for an accounting seems foreordained by the Church’s initial election to organize itself according to Texas corporations law.31 For the Texas Business Organizations Code secures the right of nonprofit corporation members “to examine and copy at the member’s expense, in person or by agent, accountant, or attorney, at any reasonable time and for a proper purpose, the books and records of the corporation relevant to that purpose.”32 Like JCC’s attack on the 2023 amendments process, part or all of this cause of action may be resolved by the application of neutral principles. Accordingly, and subject only to the Court’s resolution of Defendant’s summary judgment challenge to JCC’s associational standing below,33 the church autonomy doctrine does not stand in the way of JCC’s accounting claim. IV. THE ANALYSIS OF JCC’S STANDING ¶28 Before the Court can reach the merits concerning the validity of the amendments, it must first address another threshold jurisdictional question: Does JCC have standing to bring this lawsuit? Plaintiff claims standing to sue Defendants in two presented here is no different than asking a court to determine whether a particular church’s grounds for membership are spiritually or doctrinally correct or whether a church’s charitable pursuits accord with the congregation’s beliefs. None of these issues can be addressed using neutral principles of law.”). 31 See S. Methodist Univ., 716 S.W.3d at 482 (Young, J., concurring) (finding church autonomy doctrine no bar because “the [United Methodist Church] Conference chose to establish SMU as a nonprofit corporation subject to Texas corporations law.”). 32 TEX. BUS. ORGS. CODE §22.351. 33 Defendants’ summary judgment motion asserts no other contest to JCC’s accounting cause of action. 16 distinct ways: (1) as an association of current or former Second Baptist members who were eligible to vote on the 2023 amendments, and (2) via derivative standing on behalf of the Church itself, under TEX. BUS. ORGS. CODE §20.002(c)(2). We address each ground in turn. A. JCC Has Associational Standing to Seek Declaratory Relief ¶29 An association has standing to sue on behalf of its members if it satisfies a three-prong test: “(a) its members would otherwise have standing to sue in their own right; (b) the interests it seeks to protect are germane to the organization’s purpose; and (c) neither the claim asserted nor the relief requested requires the participation of individual members in the lawsuit.” Tex. Ass’n of Bus. v. Tex. Air Control Bd., 852 S.W.2d 440, 447 (Tex. 1993) (quoting Hunt v. Wash. State Apple Advert. Comm’n, 432 U.S. 333 (1977)). ¶30 JCC satisfies all three prongs. ¶31 Member Standing: Over 70 of JCC’s members are, or were, long-standing members of Second Baptist who lost their voting rights due to the challenged amendments vote.34 Furthermore, at least three of JCC’s directors remain members of the Church.35 These individuals possess distinct, concrete grievances, satisfying the first prong.36 34 It is not clear on this summary judgment record exactly how many current or former Church members oppose the amendments vote, or even what is the total number of dissenters that JCC purports to represent. But seventy-one (71) of them (representing three of JCC’s directors and sixty-eight members) swore out declarations attached to Plaintiff’s motion for partial summary judgment reply brief, attesting that had they known the amendments were intended to abolish their voting rights they would have attended the May 31, 2023 meeting and voted “no.” (This number includes some individuals who did in fact attend the meeting but allege their vote was misinformed.) See Jeremiah Counsel Corporation’s Consolidated Reply to Defendants’ Response to Motion for Partial Summary Judgment at Exs. 10-14. 35 Id. at 6. 36 “The first prong of a