Second Baptist Church of Houston, a Texas nonprofit corporation with approximately 94,000 adherents, historically operated under a member governance structure in which church members held significant voting rights, including the ability to vote on changes to the Church’s Bylaws. In May 2023, the Church’s Board of Trustees unanimously approved proposed amendments to its Articles of Incorporation and Bylaws and recommended that the congregation adopt them. Church members were notified through newsletters and announcements at worship services of a special meeting “to update our bylaws, to protect our ability to continue operating as a Biblical Church.” At the meeting, the amendments were approved by a vote of 315-2.
The amendments substantially changed the Church’s governance structure. Among other things, the new Bylaws eliminated members’ voting rights to elect the Senior Pastor, board members, and officers, amend governing documents, and approve certain expenditures and transactions. Governance authority instead shifted to a self-perpetuating “Ministry Leadership Team,” which received broad authority over Church operations and assets.
In 2025, Jeremiah Counsel Corporation (JCC), an organization formed by current and former Church members, sued the Church and several of its leaders. JCC alleged that Church leadership had misled members about the amendments’ purpose and sought to invalidate the amendments and subsequent leadership and property decisions.
The Texas Business Court first considered the church autonomy doctrine, which generally prevents civil courts from resolving disputes that would require them to decide questions of religious doctrine or interfere with a religious organization’s internal governance. However, the Court emphasized that the doctrine does not provide religious organizations with blanket immunity from secular law. Because Second Baptist chose to organize as a Texas nonprofit corporation, courts could apply neutral principles of law to determine whether the Church complied with applicable corporate statutes and its governing documents.
That distinction allowed the Court to examine whether the amendments were properly adopted. The Court held that determining whether the Church complied with statutory procedures for amending its Articles and Bylaws was a secular corporate-law question that did not require consideration of religious doctrine.
Applying those neutral principles, the Court reached different conclusions regarding the Articles and Bylaws. Texas law required written notice to voting members containing the proposed amendment to the Church’s Articles of Incorporation or a summary of the changes. The Church only provided notice of the Bylaws and provided no notice concerning the proposed amendment to the Articles. Therefore, the Court held that the amendment was invalid. By contrast, Texas law contained different meeting-notice requirements for churches, and the Church had satisfied the requirements applicable to the vote on its Bylaws.
The Court also rejected JCC’s argument that the Church’s existing Articles independently guaranteed members the right to vote. Although the Articles referred to trustees being “elected” and described members voting on a prior amendment in 1978, they did not specify that trustees must be elected by the members or otherwise expressly guarantee member voting rights. Those rights instead appeared in the prior Bylaws. Accordingly, the Court concluded there was no conflict between the Articles and the 2023 Bylaws and upheld the new Bylaws eliminating member voting rights.
At the same time, the church autonomy doctrine prevented the Court from going further and evaluating many of JCC’s allegations concerning the motives and decisions of Church leadership. For example, JCC argued that members had been misled by the statement that the amendments were intended to allow the Church to continue operating as a “biblical church.” The Court concluded that deciding whether that representation was false would require a judge or jury to determine what it means to operate as a “biblical church” and evaluate the sincerity of Church leaders’ religious explanations, which is precisely the type of theological inquiry the First Amendment prohibits.
Similarly, the Court declined to second-guess core governance decisions made under the new Bylaws, including the selection and removal of pastors, changes to Church leadership, and certain decisions regarding Church property. Once the Court determined that the Bylaws were validly adopted, evaluating whether those internal decisions were appropriate would impermissibly entangle the Court in religious governance.
Ultimately, the Court invalidated the 2023 amendment to the Articles of Incorporation for failure to comply with statutory notice requirements but upheld the 2023 Bylaws, including the provisions eliminating member voting rights.
Jeremiah Couns. Corp. v. Young, 2026 Tex. Bus. 46.
Note:
This case is a useful reminder for private schools to carefully review both their articles and bylaws before making governance changes. Rights contained in one governing document may not necessarily appear in another, and even religious organizations protected by church autonomy doctrines remain subject to neutral corporate-law requirements governing matters such as amendments, notice, and member rights.