Jensen v. Huffman

Filed 8/29/07 Jensen v. Huffman CA4/3

NOT TO BE PUBLISHED IN OFFICIAL REPORTS

California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions not certified for publication or ordered published, except as specified by rule 8.1115(b). This opinion has not been certified for publication or ordered published for purposes of rule 8.1115.

IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

FOURTH APPELLATE DISTRICT

DIVISION THREE

Appeal from a judgment of the Superior Court of Orange County, David T. McEachen, Judge. Affirmed.

Jensen & Associates, Paul Rolf Jensen, in pro. per., for Plaintiff and Appellant.

Bryan Cave, Stuart W. Price and Sean D. Muntz for Defendants and Respondents.

Paul Rolf Jensen filed a lawsuit against his church, St. Andrews Presbyterian Church of Newport Beach, a religious corporation, and several members of its governing body (collectively referred to as the Church, unless individual designations are required). The court sustained the Churchs demurrer to Jensens first amended complaint without leave to amend. It concluded Jensens original complaint revealed an underlying ecclesiastical dispute with the Church, and Jensens attempt to reword allegations and delete sentences to shift the focus to corporate procedural matters, failed to make the claims viable. We agree, and affirm the judgment of dismissal.

I

Introduction

For purposes of this appeal, all material allegations of the first amended complaint must be accepted as true.[1] However, we have also included the factual allegations raised in the original verified complaint. Because the operative pleading was [Jensens second] iteration of [his] claims, [he] may not avoid defects of [his] earlier pleadings by omitting facts that made the earlier pleadings defective or alleging new facts inconsistent with the allegations of the earlier pleadings. (Owens v. Kings Supermarket (1988) 198 Cal.App.3d 379, 383-384 . . . [when plaintiff pleads inconsistent facts without explaining the inconsistency, the court will read into the amended complaint the facts alleged in the superseded complaint].) (Freeman v. San Diego Assn. of Realtors (1999)

77 Cal.App.4th 171, 178, fn. 3.)

II

The Facts

A. Factual Allegations of the Original Complaint

Jensen named the Church and members of its Board of Trustees, also called Session, in their representative capacity only. According to the Churchs bylaws (exhibit 1), Session has authority over all of the ecclesiastical affairs and activities of the Church. Session consists of 21 ruling elders, the senior pastor, and the associate pastors of the Church. The same 21 elders also serve as members of the corporations Board of Trustees and they elect officers, such as president, vice president, secretary, and treasurer. In the complaint, Jensen named Herb Smith, the Chief Operating Officer, John A. Huffman, Jr., the Senior Minister and Head of Staff, Jake Easton III, the president of Session, and John Lehman, the clerk of Session.

The bylaws contain rules on governance. They state, As used herein, the term Presbyterian Church shall mean the Presbyterian Church (USA). The Presbyterian Law shall mean the form of government of Presbyterian Church . . . . The bylaws also provide, These By-laws of this Church shall be consistent with the most recent Constitution of the Presbyterian Church (USA), the Book of Confessions and the Book of Order. [] . . . Rules governing the Session and the Congregation will be those found in the By-laws of this Church.

The bylaws contained several rules about congregational meetings. The congregation is required to have one annual meeting each year, but Session or the Presbytery may call for a special meeting of the congregation if sufficient notice is provided (twice in the weekly Church Bulletin, as well as two Sunday pulpit announcements). All Communicant members of this Church, regardless of age, shall be entitled to vote on all matters that come before the Congregation. Moreover, All Congregational meetings may deal with either or both corporate and ecclesiastical matters. Huffman, as the Pastor, was designated the Moderator of all meetings. Finally, the bylaws provided, Meetings shall be conducted in accordance with the General Rules for Judicatories of The Presbyterian Church (USA) insofar as they apply, and when such rules do not apply, by the most recent edition of Roberts Rules of Order.

In the beginning of February 2006, the Church held its regular annual congregation meeting. Jensen made a motion for the adoption of a certain resolution, and the motion was seconded. Jensen then moved to table this motion to the next meeting of the congregation because he had promised Lehman he would give Session time to take a position on the merits of the resolution which deals with the current crisis in the larger Presbyterian denomination.

The proposed resolution (exhibit 12), deals with issues of religious doctrine. For example, Jensen proposed for the congregation to resolve, All elected officers of the General Assembly, including most particularly the Stated Clerk and the Moderator are called upon to defend the Constitution of the PC (USA), and in particular are called upon to publicly condemn actions of particular churches . . . that are directly contrary to the Word of God and the Constitution . . . such as the ordination of

self-affirming practicing homosexuals; and [] . . . It is blasphemy and heretical for any person ordained by the Presbyterian Church (USA) to participate in any way in any ceremony which mocks the Last Supper or otherwise worships the false god Sophia; and [] . . . [] . . . The Senior Pastor shall cause a copy of this Resolution to be communicated to the Stated Clerk of the General Assembly . . . .

Huffman declined to accept Jensens motion to table the matter, so another member, Alex Metherell, moved to table it. Metherells motion to table was seconded. Metherell then asked to speak on the subject of Jensens underlying motion for a resolution. Huffman threatened Metherell, demanding that if Metherell said another word, Huffman would debate him so the congregation would know Huffmans views. Metherells motion to table was then put to a vote, and was passed overwhelmingly. Jensen alleged Roberts Rules of Order required the motion to be brought up at the next congregational meeting. Jensen alleged Huffman violated these rules by stating he was against bringing up the motion at the next meeting because of the limited and particular nature of the next meeting.

At the end of the month, Jensen wrote Huffman a letter citing relevant sections of the Roberts Rules of Order, and reminded the senior minister of his obligation to follow these rules in congregational meetings. Huffman later told Jensen he did not believe he was bound by these rules.

A few days later, the Session/Trustees acted by unanimous consent to oppose [Jensens] proposed resolution, and further acted to adopt an agenda for the next congregational meeting which precluded [Jensens] motion from being in order. At that meeting on March 5, Huffman did not permit [Jensens] motion to be brought up.

The following day, on March 6, Jensen sent Session a written demand to inspect and copy the membership records, including but not limited to the e-mail addresses, of the members of [the Church]. In the complaint, Jensen explained the Church is a subordinate entity[] of the Presbyterian Church (USA). As such there are issues of immediate, pressing, and time sensitive interest to all members of St. Andrews. He urged for immediate relief because in just two months time, the Presbyterian Church (USA) would be holding its biennial General Assembly, which was expected by all to be of landmark significance. It is absolutely critical that members are informed of critical issues leading up to this meeting, and [Jensens] desire is to inform his fellow members on these issues that Huffman has intentionally failed to inform the membership regarding. Jensen alleged he desired the e-mail addresses of other members of the Church for the sole and immediate purpose of communicating with them about time sensitive and critical issues facing the [C]hurch, and specifically, in opposition to the position taken by the defendants.

Jensen attached to the complaint his written demand (exhibit 4) and the Churchs response (exhibit 5). The Churchs letter, written by Smith, states Jensen will receive the members names and addresses, but indicated the Churchs attorneys had determined Jensen was not entitled to e-mail addresses.

In a separate letter (exhibit 6), Jensen demanded to inspect all of the accounting books and records of the corporation, as well as all minutes of proceedings of session and congressional meetings. My purpose is to learn whether the bylaws and articles of incorporation of the corporation have [been] met with full compliance. Specifically, I ask first to examine copies of all audit reports prepared pursuant to Article VI, Section 4 of the Bylaws, and then to examine the other requested books and records.

Within a few days, Smith replied on behalf of Session (exhibit 7), writing Jensen would be permitted to inspect the official records of the Church, found in the red books. . . . Incorporated as part of the Session minutes within the Red Books are the annual audits of the [C]hurch and the minutes of Congregational Meetings. Jensen replied by writing (exhibit 8) he would start by looking at the audit reports, but also wanted to inspect all records relating to expense reimbursements to the senior minister directly, or to vendors/credit card providers on his account. Following that I wish to review the actual cancelled checks and bank statements.

On March 15, 2006, Jensen met with Smith and was given approximately four hours to review the corporate minutes, including the audit reports. Jensen claimed his request for additional accounting records was ignored. On March 17, Smith wrote Jensen again (exhibit 9) stating, We believe that the information provided to you is sufficient to meet your interests as a member. Therefore, unless you provide us with further information showing how any additional requested information is for a purpose reasonably related to your interest as a member . . . we will provide you no further personnel related financial information. Smith reminded Jensen he had already reviewed the corporations Red Books, including the financial audits. Earlier this week, I provided you with a copy of the 2004 Annual Audit conducted by Conrad and Associates. In addition, in good faith, I reviewed with you . . . Huffmans terms of call related to expense accounts and his discretionary account. . . . Huffman does not have a company credit card. All expenses are submitted for reimbursement under an accountable reimbursement plan. These expenses have been selected for review as part of several independent audits for transaction testing and internal controls. The amount of each staff members expense account is set forth to the Ministry Committee of Session as part of the annual review of the adequacy of compensation. Smith stated he would provide Jensen with a copy of the requested job description for the Churchs senior minister, and would ask Session at its next meeting to release the Auditors Management Letter comments from the last five years, as well as any responses from the Church.

Three days later, Jensen again wrote a terse letter to Session (exhibit 10) demanding access to additional accounting records to determine if there has been any misappropriation of funds, financial misfeasance or financial malfeasance on the part of management. He threatened to take legal action if he did not hear back from Session within 24 hours.

Later in that day, Jensen met with Smith, Huffman, and Lehman for over two hours ostensibly for the purpose of discussing an amicable resolution of the dispute. Thereafter, Jensen had a lengthy dinner meeting with Huffman, where they discussed a possible settlement and awaited action of the St. Andrews Session/Trustee at its next regular meeting scheduled for April 18, 2006.

However, one week later, Lehman wrote Jensen a letter and attached an official corporate resolution essentially restating Jensen would not be given any further accounting records. Lehman explained the resolution [was] passed by Session at its last meeting . . . . We do ask that you cease and desist from these requests on a personal basis.

The following week, Jensen filed a complaint alleging two causes of action: The first requested declaratory relief as to whether he is entitled to all church members e-mail addresses and whether he is entitled to inspect additional accounting records. The second claim sought a temporary order, and preliminary . . . and permanent injunction[s] to provide Jensen with e-mail addresses, financial records, and an opportunity to call a special congregational meeting to discuss his motion for a resolution on the current crisis in the greater Presbyterian denomination. In addition, Jensen sought reasonable costs, expenses, and attorneys fees.

The Church demurred to the complaint. The parties stipulated to the courts tentative ruling sustaining the demurrer with 20 days leave to amend. The courts ruling stated, According to the allegations contained in paragraph 6, the . . . [C]hurch is part of a hierarchical organization, which means civil jurisdiction is limited. . . . [] Although [Jensen] fashions the complaint to focus on procedural matters, the allegations in paragraphs 8, [and] 17, and Exhibit 8 reveal underlying ecclesiastical issues of church doctrine, administration, and clergy discipline. [] The court does not have jurisdiction to make a determination of the underlying issues; therefore it cannot determine whether correct procedures were used by the defendants with regard to those issues. [Citations.] [] Further, the Bylaws themselves (which do not appear complete) reference the General Rules of Judicatories of the Presbyterian Church (USA) as the first resource, and [Jensen] does not attach these rules or make an allegation as to their applicability for jurisdictional purposes.

B. The First Amended Complaint

In his first amended complaint, Jensen deleted all 13 exhibits, except for 5, which included a copy of (1) the bylaws, (2) the articles of incorporation, (3) his last terse letter demanding additional financial records, (4) the Churchs letter discussing Sessions official resolution to deny the release of detailed records, and (5) Jensens letter and attachments to the minister concerning Roberts Rules of Order. He added a new exhibit containing a copy of the General Rules for Judicatories of the United Presbyterian Church in the United States of America. But, Jensen claimed these rules are not the ones referenced in the Churchs bylaws as governing the corporations meetings.

Jensen also deleted many of the original allegations, as well has his prayer for reasonable costs, expenses, and attorney fees. He removed all allegations suggesting the Church was hierarchical, such as the paragraph containing the sentence St. Andrews is a particular church, and a subordinate entity of the Presbyterian Church (USA). Jensen submitted a new description of the Church, explaining, The Presbyterian Church (USA) is sometimes incorrectly referred to as hierarchical in nature, but it is not. He stated, The Presbyterian Church (USA) views itself as presbyterial in nature, and the official policy statement on the subject . . . explicitly states that the denomination is not hierarchical in nature. He also alleged Huffman stated from the pulpit the denomination is now congregationalist in nature. He asserted the Church is merely affiliated with the Presbyterian Church (USA).

Jensen also modified his story about his request for e-mail address. In exhibit 5, which was deleted from the first amended complaint, Jensen wrote he required the e-mail addresses to communicate with the congregation as to ecclesiastical matters. In the first amended complaint, he offered no specific reason for making the request. Rather, Jensen alleged having e-mail addresses was the only meaningful way to communicate time sensitive and controversial issues. He claimed to seek e-mail addresses solely for purposes reasonably related to his interests as a member, as that term is used within Corporations Code section 9511.[2]

In an apparent attempt to sanitize the complaint from any ecclesiastical references, Jensen deleted all the sentences concerning (and all exhibits containing any language or reference to) his religious dispute with the Church, the contents of his proposed resolution, or the perceived current crisis he believed was facing the Church. Jensen also deleted many factual allegations regarding the reasons why he wanted the Churchs financial records. He replaced those contentions with the general allegation he made a request under section 9512 to inspect the accounting books and records, but the books he received were insufficient because no accounting records were offered. In essence, the complaint was refashioned to read like a simple corporate dispute being brought by a member seeking only to enforce his legal statutory rights.

Jensen added two new allegations. First, he asserted Huffman used unfair and deceptive acts and practices in violation of California Government Code section 12599.6, [subdivision] (f)(2), in that when making solicitations for contributions, Huffman has intentionally misled and confused the members of [the Church]. Second, he asserted for the first time a request for a permanent injunction compelling the Church to establish and maintain an audit committee pursuant to Government Code section 12585, [subdivision] (e)(2).

To summarize, Jensen changed the complaint to read like neutral allegations were being made by a member of a corporation, seeking to enforce his legal statutory rights. The first amended complaint was sanitized of any ecclesiastical references. The case was made to appear to be essentially a nonreligious dispute about how the corporation was being managed.

The court was not persuaded. It sustained the demurrer to the first amended complaint without leave to amend, stating: The first amended complaint [contains] almost no references to ecclesiastical disputes. Rather, it alleges much more mundane matters . . . . [] However, the first amended complaint must be read in light of the original complaint. The original complaint very strongly suggests that [Jensens] dispute with defendant[s] relates to religious doctrine, not to the procedural requirements of Californias nonprofit corporation laws.

III

Standard of Review

A demurrer tests the pleading alone, and not the evidence or the facts alleged. (City of Atascadero v. Merrill Lynch, Pierce, Fenner & Smith, Inc. (1998)

68 Cal.App.4th 445, 459.) For that reason, we assume the truth of the complaints properly pleaded or implied factual allegations. (Schifando v. City of Los Angeles (2003) 31 Cal.4th 1074, 1081.) We also consider judicially noticed matters. (Ibid.) In addition, we give the complaint a reasonable interpretation, and read it in context. (Ibid.) On appeal from a judgment of dismissal after a demurrer has been sustained without leave to amend, the plaintiff has the burden of proving error. (Ibid.) Because the trial courts determination is made as a matter of law, we review the ruling de novo. (Moreno v. Sanchez (2003) 106 Cal.App.4th 1415, 1423, fn. omitted.)

IV

Legal Discussion

A. The Right to Membership Lists

In the amended complaint, Jensen conceded he was provided the name and addresses of all the Churchs members. He asserts his rights under section 9511 were violated when the Church refused to also disclose e-mail addresses. The Church argues he has misconstrued the statute. We agree.

Section 9511 provides, Membership list; inspection and copying [] Except as otherwise provided in the articles or bylaws, a member may inspect and copy the record of all the members names, addresses and voting rights, at reasonable times, upon five business days prior written demand upon the corporation for a purpose reasonably related to the members interest as a member. The provision does not require the disclosure of telephone numbers or e-mail addresses.[3] We found no authority, and Jensen cites to none, holding a corporation is required to disclose this kind of personal information. While there are obvious reasons for allowing a member to communicate by mail information that may be important to other members, we find no corporate purpose or public policy would be served by granting one member the right to daily bombard the entire membership with mass e-mails with a few simple strokes on his computer keyboard. Such an intrusion may cause members to refrain from providing the corporation, or church in this case, with e-mail addresses altogether.

Jensen argues the ruling on the demurrer cannot be affirmed for this reason because it was not raised below. He cites the general rule that new theories may not be raised for the first time on appeal. (Bogacki v. Board of Supervisors (1971) 5 Cal.3d 771, 780.) True, New theories may not be presented to the appellate court after trial. This is grounded on principles of waiver and estoppel, and is a matter of judicial economy and fairness to opposing parties. (9 Witkin, Cal. Procedure (3d ed. 1985) Appeal,  316,

pp. 327-329; 4 Witkin, Cal. Procedure[, supra,] Pleading, 366, pp. 419-420.) But, in the pleading stage these considerations are inapplicable, and on appeal from a demurrer we search the facts to see if they make out a claim for relief under any theory. [Citations.] (Smith v. Commonwealth Land Title Ins. Co. (1986) 177 Cal.App.3d 625, 629-630.) We conclude Jensens claim fails as a matter of law.

Jensens request for an order compelling disclosure of private e-mail addresses to allow immediate contact with other members fails to state a claim upon which relief can be granted. Disseminating information by mail is sufficient given that the Churchs bylaws provide a lengthy period of time (approximately 2 weeks) before any special meeting of the congregation. The demurrer was properly sustained as to this request for relief.

B. The Right to Inspect Financial Records

In the first amended complaint, Jensen asserts he asked to see all financial records within the ambit of section 9512. He concedes he was shown the Churchs Red Books which included the minutes of Session and of Congregational meetings. These books also contained 10 years of annual CPA (Certified Public Accountants) audit reports. However, Jensen claims he was entitled to also inspect the management letters written by the auditors from time to time concerning issues raised by the audits, as well as other accounting records from which he could determine if there has been any misappropriation of funds.

The first amended complaint fails to articulate exactly what sort of records Jensen desired. But, the original complaint sheds some light on this issue. Jensen wrote in his demand letter (exhibit 8 deleted from the first amended complaint) that he wished to inspect all records relating to the expense reimbursements to the senior minister directly, or to vendors/credit card providers on his account. Following that I wish to review the actual cancelled checks and bank statements. It appears Jensen wanted to go on a limitless fishing expedition into Huffmans expense account. Contrary to Jensens contention, the right to such detailed financial records is not given to members of a religious corporation under section 9512.

The statutes applicable to religious corporations are far less detailed[] than those governing public benefit corporations. (9 Witkin, Summary of Cal. Law

(10th ed. 2005) Corporations  395, p. 1134.) Section 9510, subdivision (a)(1), requires religious corporations to keep only [a]dequate and correct books and records of account. Recognizing religious nonprofit corporations may not use the same record keeping techniques commonly used by other businesses,[4] the Legislators did not require that annual reports be mailed to members or the maintenance of written records and books. ( 9510, subd. (b).) Rather, records and books need only be in any . . . form capable of being converted into clearly legible tangible form . . . . (Ibid.)[5]

Keeping in mind that the Church had only a minimal and informal requirement of keeping adequate and correct records of accounts, a church members right to inspect those accounting books and records is likewise limited ( 9512). Moreover, under the statutory scheme, a members rights are considerably less than those expressly granted by the Legislature to the directors of the corporation with respect to records. Under section 9513, directors have the right to inspect and copy all books, records[,] and documents of every kind and to inspect the physical properties of the corporation[.] (Italics added.)

As explained in the Journal of the Assembly, Chapter 5, dealing with records, reports[,] and rights of inspection, was originally patterned after Chapter 13 in Part 2. However, due to the diversity and unique structure and nature of Religious Corporations, it became apparent that it would be inappropriate or indeed even unconstitutional to mandate broad inspection rights or financial disclosure. Therefore, the New Law allows a members inspection rights to be limited by the articles and bylaws. Section[s] 9511 and 9512. This chapter does, however, require that directors be given the absolute right to inspect all books and records of the Religious Corporation for reasons related to their interest as directors. Section 9513. (5 Assem. J. (1979-1980 Reg. Sess.) p. 9020.)

We find no authority, and Jensen cites to none, suggesting he was entitled to inspect detailed financial records, such as auditors letters, bank statements, or cancelled checks relating to Huffmans expense account. The code expressly provides directors, not members, are given the absolute right to inspect this sort of financial documentation. As discussed above, the legislative history shows the drafters were well aware of the unique nature of religious corporations. And we agree it is entirely appropriate to place limits on the inspection rights of members, when there are other safeguards in place. Giving all Church members, as well as the elected directors, the right to inspect everyday items, such as cancelled checks and bank statements, would be unreasonably burdensome on religious corporations.

We note, Jensen does not dispute the Church already had in place a system whereby members of Session annually reviewed Huffmans reimbursement account. And he does not assert any director was denied the right to inspect the detailed financial records. Because no particular form of financial accounting books was required to be maintained or ready for inspection by members, we conclude the Church satisfied the general adequate and correct books and records provision. Jensen admitted he inspected the official corporate books, which included the meeting minutes and annual audit reports. An exhibit to the original complaint showed Jensen also inspected a copy of the 2004 annual audit conducted by Conrad and Associates, as well as Huffmans terms of call related to expense accounts and his discretionary account. He learned from Smith that Huffman did not possess a company credit card and his expenses were submitted for reimbursement under an accountable plan reviewed in independent audits as well as annually by the Ministry Committee of Session.

We conclude that based on both pleadings, Jensen received everything to which he was entitled under the statutory scheme. The relief he seeks in the first amendment complaint is not available as a matter of law.

C. The Right to an Injunction to Enforce Roberts Rules of Order and Compel an Immediate, Special Congregational Meeting

The First and Fourteenth Amendments of the federal constitutionand their counterpart in the California Constitution (Cal. Const., art. I, 4)impose limitations on the jurisdiction of civil courts over the internal affairs and administration of ecclesiastical institutions. The scope of these limitations depends on a number of factors, including whether a given church is hierarchical or congregational and the nature of the specific matters in dispute in a given case. Generally, civil jurisdiction is more limited with respect to hierarchical religious organizations than it is in the case of congregational or independent ones. [Citations.] (ConcordChristianCenter v. Open Bible Standard Churches (2005) 132 Cal.App.4th 1396, 1409 (Concord Christian).)

Jensen desires his proposed resolution be debated by the Churchs congregation. He asserts that if Huffman were forced to follow the corporations meeting rules, the matter would have to be discussed at the next congregational meeting. He concedes the resolution unquestionably dealt with an ecclesiastical issue, but asserts resolution of his corporate management dispute with Huffman does not require any judicial entanglement in that underlying issue. We disagree.

Jensens complaint focuses on the Moderators (Huffmans) purported failure to follow Roberts Rules of Order when conducting the religious corporations meetings. He asserts the corporations bylaws explicitly require meetings be governed by Roberts Rules of Order, and Huffman has repeatedly violated these rules. Jensen asserts the Moderator violated the rules by consistently engaging in debate, shutting members off from speaking, and failing to enforce the quorum requirements. He complains Huffman has failed to allow points of order to be presented on the absence of quorum, and failed to allow appeals of his rulings on points or order . . . under Roberts Rules of Order. Jensen maintains he is simply seeking to invoke the courts jurisdiction to enforce the conduct required at religious corporate meetings.

Jensen argues a civil court is permitted to analyze and enforce a churchs bylaws, applying corporate law neutrally, as was done in the case Concord Christian, supra, 132 Cal.App.4th at pages 1413-1414. That case involved an action for declaratory and injunctive relief by church members seeking to stop their pastor and church from attempting to withdraw from their national denominational affiliation with Open Bible Standard Churches (Open Bible) and Pacific Region of Open Bible Standard Churches (Pacific Region). (Id. at p. 1399.)

In Concord Christian, the court restated the ecclesiastical rule of judicial deference, and noted, The United States Supreme Court has adopted a two-pronged analysis in intrachurch disputes involving property. Civil courts may employ neutral principles of law, developed for use in all property disputes, as the basis for resolving such disputes, unless this determination depends on the resolution of an ecclesiastical controversy over religious doctrine, practice or polity. [Citations.] Difficulties arise when application of the neutral principles approach to a particular dispute requires a civil court to examine the governing documents of a religious organization, such as a church constitution, articles of incorporation, bylaws or instruments of property ownership. To the extent the interpretation or construction of these documents involves a resolution of a matter of ecclesiastical doctrine, polity or administration, the civil court must defer to the resolution of the issue by the authoritative ecclesiastical body. [Citation.] Significantly, such ecclesiastical matters include not only issues of religious doctrine per se, but also issues of membership, clergy credentials and discipline, and church polity and administration. [Citations.] (Concord Christian, supra, 132 Cal.App.4th at p. 1411.)

Applying the above, the appellate court in Concord Christian agreed with the trial court that the case did not involve any issues of actual title to or ownership of property, but because the issues before the trial court affected the ultimate control of [the Churchs] property and assets, the trial court properly ruled that it had jurisdiction to adjudicate these issues to the extent [it could] do so without impinging on exclusive ecclesiastical authority. (Concord Christian, supra, 132 Cal.App.4th at

pp. 1412-1413.) It affirmed the trial courts decision to defer, on ecclesiastical grounds, the issue of the legitimacy of the churchs suspension of the pastor and revocation of [his] ministerial credentials. (Id. at p. 1413.)

In Concord Christian, the court also affirmed the trial courts ultimate determinations that [the churchs] attempt to disaffiliate from Open Bible had failed, and that the former was therefore subject to Open Bibles regional supervision and control by weighing the evidence adduced at trial in light of neutral principles of civil law, without reference to the ecclesiastical rule. (Concord Christian, supra,

132 Cal.App.4th at p. 1413.) For example, it was determined the trial court could examine the churchs bylaws to determine if its failure to give the required notice to Open Bible or the Pacific Region before the withdrawal vote rendered the vote ineffective. Similarly, the courts ruling on the supervision issue was based on its evaluation of the evidence and applicable provisions of Open Bibles Policies and Principles found in the bylaws. (Id. at p. 1415.)

But, in the case before us, there is no actual question about the ownership of the Churchs property or assets, or the control of it. Contrary to Jensens contention, this is a distinction that makes a difference. Jensen made no attempt to tie the purported violations of corporate statutes to any issues concerning the Churchs property or assets. Jensen admits his proposed resolution concerns entirely issues of religious doctrine and beliefs, not civil or property rights. As noted, the first amendment severely limits the jurisdiction of civil courts over the internal affairs and administration of ecclesiastical institutions. (Concord Christian, supra, 132 Cal.App.4th at p. 1409.) The United States Supreme Court has drawn a clear line between those internal church disputes in which civil courts may intervene without transgressing against the First and Fourteenth Amendments to the United States Constitution and those in which they may not. Where an internal church dispute involves a question of ownership or control of church property which the civil courts can adjudicate by applying neutral principles of law, developed for use in all property disputes, the civil courts may properly decide the issues in

controversy. (Jones v. Wolf (1979) 443 U.S. 595, 599-605 . . . .) (Vukovich v. Radulovich (1991) 235 Cal.App.3d 281, 291.) The state has an obvious and legitimate interest in the peaceful resolution of property disputes, and in providing a civil forum where the ownership of church property can be determined conclusively. [Citation.] (Jones v. Wolf (1979)443 U.S. 595, 602-604.)[6]

We fail to find any compelling state interest in enforcing Roberts Rules of Order for the purpose of creating a debate on the merits of having homosexual ministers, publicly condemning the actions of particular presbyteries, or prohibiting worship of the false god Sophia. Like the trial court, we are not persuaded by Jensens assertion this lawsuit concerns only neutral and mundane corporate law issues. As aptly surmised by Respondents, There could be no greater example of a court interfering with the doctrine, polity and administration of a church, than overruling the decision of Session and ordering a church congregation to consider a resolution so laden with doctrinal positions.

D. The Two New Allegations

In the first amended complaint, Jensen asserted two new theories requiring court intervention. He sought (1) a permanent injunction compelling the Church to establish and maintain an audit committee pursuant to Government Code section 12586, subdivision (e)(2), and (2) declaratory relief and an injunction compelling Huffman to cease and desist all deceptive and misleading fundraising tactics in violation of Government Code section 12599.6, subdivision (f)(2). We agree with the Church

defendants that these new claims were unauthorized. When a court grants leave to amend following the sustaining of a demurrer, the scope of the amendment is limited by the cause of action to which the demurrer was sustained. (See People ex rel. Depart. Pub. Wks v. Clausen (1967) 248 Cal.App.2d 770, 785-786.) Jensen should have obtained the courts permission to file amended or supplemental pleading before attempting to state facts which give rise to a wholly distinct and different legal obligation against the defendant. (Klopstock v. Superior Court (1941) 17 Cal.2d 13, 20.)

Moreover, Jensens two new theories fail as a matter of law. The Government Code regarding the obligation to establish an audit committee (Gov. Code,  12586, subd. (e)(2), applies only to charitable corporations required to file reports with the Attorney General pursuant to this section that receives or accrues in any fiscal year gross revenue of two million dollars . . . or more . . . . (Gov. Code,  12586, subd. (e).) Jensen argues the Church is subject to requirements of Government Code section 12586 because its budget exceeds two million dollars. We disagree. This code provision is part of the Uniform Supervision of Trustees for Charitable Purposes Act (the Act). One of the first sections of the Act expressly provides, The filing, registration, and reporting provisions of this article do not apply to . . . any religious corporation sole or other religious corporation or organization that holds property for religious purposes . . . . (Gov. Code,  12583, italics added.) Enough said on the audit requirement.

The second claim is also based on a purported violation of the Act. Government Code section 12599.6, subdivision (f), states charitable organizations cannot use unfair or deceptive acts or practices in the planning, conduct, or execution of any solicitation or charitable sales promotion . . . . Government Code section 12591 authorizes the Attorney General to institute appropriate proceedings to secure compliance with the Act. However, as noted above, religious corporations were specifically excluded from being subject to the provisions in this Act. Jensen cannot state a claim against the Church for violation of this Act.

V

Disposition

The judgment is affirmed. Appellants request for judicial notice is granted. Respondents shall recover their costs on appeal.

OLEARY, J.

WE CONCUR:

RYLAARSDAM, ACTING P. J.

ARONSON, J.

Publication courtesy of San Diego free legal advice.

Analysis and review provided by Santee Property line attorney.

[1] In reviewing the sufficiency of a complaint against a general demurrer,

. . . [w]e treat the demurrer as admitting all material facts properly pleaded, but not contentions, deductions, or conclusions of fact or law. [Citation.] We also consider matters which may be judicially noticed. [Citation.] (Blank v. Kirwan (1985)

39 Cal.3d 311, 318.)

[2] All further statutory references are to the Corporations Code, unless otherwise indicated.

[3] Similarly, the code provision delineating what books and records must be kept by a religious corporation includes, A record of its members giving their names and addresses and the class of membership held by each. ( 9510.) The Legislature did not require religious corporations to maintain current lists of e-mail addresses or phone lists.

[4] We grant Jensens motion to take judicial notice of the legislative history of sections 9511 and 9512.

[5] Section 9510, subdivision (b), provides the records, once converted to written form, may be admissible in evidence, and accepted for all other purposes, to the same extent as an original paper record of the same information would have been, provided that the paper form accurately portrays the record.

[6] Jensen points out the state also has an obvious and compelling interest in protecting individuals and families from torts committed by the Church and its leaders. (See Molko v. Holy Spirit Assn. (1988) 46 Cal.3d 1092, 1117-1119 [permitting tort liability for fraud by a Church].) But, we fail to see the relevance of this argument given the fact Jensens complaint contains no tort allegations.