Free Wesleyan Church of Tonga v. Ma Afu

2019 UT App 41
THE UTAH COURT OF APPEALS
THE LAUMALIE M A’ ONI ’ ONI F REE WESLEYAN C HURCH OF TONGA,
Appellant,
v.
ETIMANI M A’ AFU, THE R OCKY M OUNTAIN C ONFERENCE OF
THE U NITED M ETHODIST C HURCH , THE TONGAN U NITED
M ETHODIST C HURCH , and THE BOARD OF TRUSTEES OF THE
U NITED M ETHODIST C HURCH
Appellees.
Opinion
No. 20170637-CA
Filed March 21, 2019
Third District Court, Salt Lake Department
The Honorable Mark S. Kouris
No. 120908228
Robert C. Avery, Nathan E. Burdsal, and
Hutch U. Fale, Attorneys for Appellant
Geoffrey C. Haslam and Kristen C. Kiburtz,
Attorneys for Appellee Etimani Ma’afu
Gary L. Johnson, Zachary E. Peterson, and Richard
A. Marsh, Attorneys for Appellees the
Rocky Mountain Conference of the United
Methodist Church, the Tongan United Methodist
Church, and the Board of Trustees of the
United Methodist Church
JUDGE K ATE A PPLEBY authored this Opinion, in which
JUDGES DAVID N. M ORTENSEN and JILL M. POHLMAN concurred.
APPLEBY, Judge:
¶1 	This case involves a church property dispute between
dissident members of the Tongan United Methodist Church

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(TUMC) and various representatives of the United Methodist
denomination, including the Rocky Mountain Conference of
the United Methodist Church (the RMC).1 TUMC is a Utah
nonprofit corporation functioning as a local United Methodist
congregation since 1978. The RMC is the United Methodist
denomination’s regional representative in Utah.
¶2 	In 2012, a group of TUMC members purported to amend
TUMC’s articles of incorporation by removing any reference to
the United Methodist Church and changing the corporation’s
name to the Laumalie Ma’oni’oni Free Wesleyan Church of
Tonga (Free Wesleyan).2 Prior to these changes, Etimani Ma’afu
was 	the 	president 	of 	TUMC’s 	board 	of 	directors, 	but 	the
amendments purported to remove him from that position. Free
Wesleyan filed a claim against Ma’afu in the district court,
seeking an injunction forbidding him from acting on behalf of
the corporation and a declaratory judgment that Free Wesleyan
was the only entity entitled to control church property.
¶3 	The RMC, joined by various parties affiliated with the
United Methodist Church, filed a separate lawsuit arguing that
Free Wesleyan’s actions were invalid and unenforceable because
the dissident members did not comply with TUMC’s governing
documents. The RMC also claimed that, even if the dissident
members’ actions were proper, those members were not entitled
to use the local church property because it was held in trust by
1. 	Appellees 	include 	Etimani 	Ma’afu, 	the 	Tongan 	United
Methodist Church, and the Board of Trustees of the United
Methodist Church.
2. 	TUMC 	and 	Free 	Wesleyan 	are 	actually 	the 	same
entity because TUMC became Free Wesleyan when TUMC’s
dissident members purportedly amended TUMC’s articles of
incorporation. In this opinion, we refer to that entity by the name
it was using at the time of the relevant events.

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TUMC for the benefit of the United Methodist denomination.
The RMC’s case was consolidated with Free Wesleyan’s case.
¶4 	After discovery, the district court granted Ma’afu and the
RMC’s joint motion for summary judgment, determining that
Free Wesleyan’s actions were not authorized under TUMC’s
governing documents. The court then entered a final judgment
restoring 	TUMC 	“to 	how 	it 	existed 	prior 	to 	the 	improper
corporate acts.”
¶5 	Free Wesleyan appeals. We affirm.
BACKGROUND
¶6 	The 	United 	Methodist 	Church 	is 	“a 	‘connectional’
network 	of 	distinct, 	but 	affiliated 	entities 	known 	as 	local
churches, 	charges, 	conferences, 	boards, 	commissions 	and
agencies.” 	The 	denomination 	has 	a 	“hierarchical” 	structure3
consisting of multiple tiers, and each affiliated entity is subject to
a 	higher 	authority 	within 	that 	multi-tier 	structure. 	Thus,
although local churches are incorporated as individual entities,
they are members of a “regional conference,” which charters the
local church and oversees the local congregation.
¶7 	Within 	the 	United 	Methodist 	Church, 	each 	of 	the
affiliated 	entities 	is 	required 	to 	follow 	the 	denomination’s
3. Hierarchical churches are “organized as a body with other
churches having similar faith and doctrine with a common
ruling 	convocation 	or 	ecclesiastical 	head.” 	Kedroff 	v. 	Saint
Nicholas Cathedral of Russian Orthodox Church in N. Am., 344 U.S.
94, 110 (1952). In such a denomination, “the local congregation is
itself but a member of a much larger and more important
religious organization, and is under its government and control,
and is bound by its orders and judgments.” Watson v. Jones, 80
U.S. 679, 726–27 (1871).

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governing document: The Book of Discipline (the Discipline).
In 	addition 	to 	detailing 	religious 	doctrine, 	the 	Discipline
establishes 	requirements 	for 	governance 	of 	the 	local
churches and procedures for implementing changes at the local
level.
¶8 	Under 	the 	Discipline, 	decisions 	regarding 	local
churches are made by two groups: the Charge Conference and
the 	Church 	Conference. 	The 	Charge 	Conference 	is 	the
“connecting 	link 	between 	the 	local 	church 	and 	the
general Church.” That is, it serves as the local “unit in the
connectional 	system 	of 	the 	United 	Methodist 	Church.”
The Charge Conference consists of a “church council” made up
of elected local church members and “any others as may be
designated in the Discipline.” At annual or special meetings,
the Charge Conference elects officers of the local congregation,
authorizes property transfers, and makes other major decisions.
¶9 	The 	Church 	Conference 	“encourage[s] 	broader
participation by members of the church” by “extending the
vote” on any issue generally decided by the Charge Conference
“to 	all 	professing 	members 	of 	the 	local 	[congregation].” 	A
Church Conference may be called “at the discretion of the
district superintendent or following a written request to the
district superintendent by . . . the pastor, the church council, or
10 	percent 	of 	the 	professing 	membership 	of 	the 	local
[congregation].”
¶10 	The 	Discipline 	requires 	any 	meeting 	of 	the 	Charge
Conference or the Church Conference to be called and presided
over by the district superintendent. Regardless of the type of
meeting, the Discipline does not authorize voting by proxy or
mail-in voting. Instead, at a Charge Conference, “[t]he members
present 	and 	voting 	at 	any 	duly 	announced 	meeting 	shall
constitute a quorum.” And at a Church Conference, the vote
extends “to all professing members of the local church present at
[the] meetings.”

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¶11 	The Discipline also 	establishes that all “properties of
the United Methodist local churches . . . are held, in trust, for
the benefit of the entire denomination, and ownership and
usage 	of 	church 	property 	is 	subject 	to 	the 	Discipline.” 	The
Discipline 	authorizes 	regional 	conferences 	to 	bring 	suit 	in
their 	own 	names 	to 	protect 	and 	enforce 	denominational
interests in matters of local church property, governance, and
operations.
¶12 	Utah’s regional conference is the RMC. In 1978, the RMC
chartered a local congregation in Salt Lake City—TUMC—and
appointed a minister to oversee the congregation. Under the
RMC’s 	direction, 	TUMC 	filed 	its 	original 	articles 	of
incorporation (the Original Articles) with the State of Utah. The
Original Articles included these provisions: (1) “The purpose for
which the corporation is organized is to conduct and operate a
United Methodist Church and congregation according to the
Discipline”; (2) “All title to real property bought and sold by the
[c]orporation shall be in full conformity with the Discipline”;
(3) “The internal affairs of the corporation shall be managed and
controlled by the Board of Trustees of the corporation. The
bylaws . . . may be amended by the board . . . , provided that
they remain in accord with these Articles of Incorporation and
with the Discipline”; (4) “The Board of Trustees shall consist of
the members of the Board of Trustees of the Tongan United
Methodist Church of Salt Lake City, elected and organized as
prescribed in the Discipline”; and (5) “Upon dissolution, all net
assets and property transfer to the [RMC].”
¶13 	A provision in the Original Articles titled “Amendments”
provides:
These [Original Articles] may be amended by the
vote of at least two-thirds of the members of the
corporation present at the annual meeting or at a
special meeting of the corporation called for that
purpose.

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¶14 	After 	its 	incorporation, 	TUMC 	operated 	as 	a 	local
congregation of the United Methodist Church for thirty-four
years. In conformity with the Discipline, 	it elected officers,
purchased 	property, 	and 	held 	annual 	Charge 	Conferences,
presided over by the district superintendent. In 2012, as the
result of a dispute between the RMC and the local congregation,
a group of local leaders attempted to disaffiliate TUMC from the
United Methodist Church. They proposed amendments to the
Original Articles that removed any reference to the United
Methodist 	Church 	or 	the 	Discipline, 	and 	changed 	the
corporation’s name to Free Wesleyan.
¶15 	TUMC’s corporate secretary sent a letter titled “Important
Corporate Notice Regarding Proposed Amendments to Articles
of Incorporation” to all local members. The letter explained the
proposed amendments and directed members to vote yes or no
on an attached ballot and mail it to the corporation.
¶16 	When the RMC learned of the mail-in vote, it sent a letter
to the local congregation informing it that the results of the vote
“will not be valid and will be legally unenforceable” because the
vote 	“does 	not 	comply” 	with 	the 	“process 	for 	calling 	and
holding a church membership meeting” as established by the
Discipline. The letter specified that a Church Conference must be
called and presided over by the district superintendent and held
in person, and that “[t]he only votes that count are those cast by
eligible church members in attendance at a properly called
meeting.” It also stated that the proposed amendments would
not “allow the new church to take the [local congregation’s]
property and building” because, “[u]nder the [Discipline], all
church property is owned by the local church in trust for The
United Methodist Church.”
¶17 	Despite the RMC’s letter, the local leaders proceeded with
the mail-in vote, and the proposed amendments were approved
by two-thirds of the members. Based on the results, the local
members purported to elect a new board of directors, and the

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board filed the amended articles of incorporation (the Amended
Articles) with the Division of Corporations and Commercial
Code (the Division).
¶18 	At the time of the mail-in vote, Ma’afu was the president
of TUMC’s board of directors, but he was removed from that
position 	under 	the 	Amended 	Articles. 	Ma’afu 	refused 	to
recognize the amendments and continued to use local church
property and withdraw funds from the local church’s account.
¶19 	In response to Ma’afu’s actions, on the same day the
Division received the Amended Articles, Free Wesleyan filed
with 	the 	district 	court 	a 	claim 	against 	Ma’afu 	seeking 	a
declaratory judgment “with respect to the rights, status, and
other legal relations between the parties.” Free Wesleyan also
asked for a temporary restraining order forbidding Ma’afu from
representing “that he is an authorized agent of the Corporation,”
and sought damages for “the value of the property converted by
[Ma’afu]” and an award of costs and attorney fees.
¶20 	The RMC filed a motion to intervene in the case. The
motion cited provisions from the Discipline that authorize the
RMC “to bring suit and intervene in its own name to protect
denominational interests in matters of local church governance,
operations and property.” It claimed that the United Methodist
Church held an irrevocable trust in the local church property,
and asserted that the “property is necessarily affected by the
purported 	amendment 	to 	[the 	Original 	Articles]” 	and 	the
dissident members’ efforts to assume control of the property and
spend the church’s assets. The district court granted the motion
to intervene, concluding that the RMC had “alleged a sufficient
interest . . . to intervene as a matter of right.”
¶21 	The RMC also contested before the Division TUMC’s
filing of the Amended Articles. In a letter, it asked the Division
to “conduct whatever investigation you deem appropriate to
determine the validity of the contested filings.” The RMC also

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asked the Division to change the principals of the corporation
back to the principals who were in place before the mail-in vote.
¶22 	After receiving the RMC’s objections, the Division sent a
letter to counsel for the parties, stating that the Division was
“unable to clearly establish whether the filings were made with
authority or not.” It therefore took the filings on “good faith,”
but placed on hold all contested changes until it received “a
court order or a notarized document signed by all parties that
specifically states the name of the non-profit corporation and the
roster of officers and directors.”
¶23 	Free Wesleyan informed the Division that it intended to
challenge the decision to place the changes on hold. At the
Division’s request, Free Wesleyan produced affidavits from its
members 	stating 	that 	they 	agreed 	to 	adopt 	the 	Amended
Articles. The Division then removed the “hold” and accepted the
Amended 	Articles. 	A 	note 	in 	the 	Division’s 	records 	says,
“Although Principals still in dispute, renewal authorized.”
¶24 	The Division issued Free Wesleyan new “Certificates of
Existence.” The certificates listed the new corporate name and
certified 	that 	Free 	Wesleyan 	was 	“authorized 	to 	transact
business and was duly registered under the laws of the State of
Utah,” had “paid all fees and penalties owed,” had filed “its
most 	recent annual 	report,” and had 	not filed “Articles of
Dissolution.”
¶25 	Later, 	the 	RMC 	filed 	a 	separate 	district 	court 	action
against Free Wesleyan, seeking a declaratory judgment that the
mail-in vote was not authorized and that “its claimed results are
null and void.” In response, Free Wesleyan filed a motion to
consolidate the RMC’s action with its own. The motion said that
each of the parties claim the “control and access to the same
property,” 	and 	“[c]onsolidation 	will 	enable 	one 	Court 	to
adjudicate all issues that have been raised as to the Church
Property in one action.” It also noted that the district court
would 	“necessarily 	decide” 	all 	of 	the 	parties’ 	claims 	by

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“determining whether the [Church] . . . properly amended its
articles of incorporation and changed its name.” See Utah Code
Ann. § 78B-6-403(1) (LexisNexis 2018) (“When declaratory relief
is sought all persons shall be made parties who have or claim
any interest which would be affected by the declaration . . . .”).
¶26 	The district court granted Free Wesleyan’s motion to
consolidate the two actions. After discovery, the RMC and
Ma’afu filed a joint motion for partial summary judgment. They
argued that Free Wesleyan’s actions, including electing a new
board and filing the Amended Articles, were invalid because the
mail-in 	vote 	did 	not 	comply 	with 	the 	Discipline, 	which,
according to them, had been incorporated by reference into the
Original Articles. They asked the district court to issue an order
invalidating the changes and restoring the corporation’s name
and principals to what they had been before the mail-in vote.
¶27 	Free Wesleyan opposed the motion on three grounds.
First, it argued that the court lacked subject matter jurisdiction
because 	the 	RMC 	and 	Ma’afu 	failed 	to 	exhaust 	their
administrative remedies with the Division. Second, it asserted
that the RMC and Ma’afu lacked standing because they were not
members of the corporation and had no independent interest in
its internal actions. Third, it argued that the Amended Articles
were 	valid 	because 	they 	were 	approved 	according 	to 	the
procedures detailed in the corporation’s governing documents.
¶28 	The district court granted the motion for partial summary
judgment. 	It 	rejected 	Free 	Wesleyan’s 	exhaustion 	of
administrative remedies argument, stating that “the Division
made no determination regarding the parties’ rights, the validity
of the vote by mail, or the [Amended] Articles.” Thus, there was
nothing “before the Court to indicate this action should be
considered as an appeal from a determination made by the
Division.”
¶29 	Next, 	the 	court 	determined 	that 	it 	“need 	not 	decide
whether the RMC or [Ma’afu] would have standing to bring

Free Wesleyan Church of Tonga v. Ma'afu
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their claims” because Free Wesleyan placed the validity of its
actions at issue when it asserted its claims against Ma’afu. Thus,
the RMC and Ma’afu had “the ability to file 	any relevant
motions 	regarding 	the 	subject 	matter 	of 	[Free 	Wesleyan’s]
claims.”
¶30 	The court then analyzed whether Free Wesleyan’s actions
were 	valid 	under 	the 	corporation’s 	governing 	documents.
Recognizing 	the 	constitutional 	restraints 	of 	a 	dispute 	over
church property, the court based its determination on “sources
that do not implicate matters of church doctrine.” (Citing Jones v.
Wolf, 443 U.S. 595, 603 (1979).) The court stated that, if it were to
ignore the provisions of the Discipline, Free Wesleyan’s actions
likely 	were 	valid. 	(Citing 	Utah 	Code 	Ann. 	§ 	16-6a-709
(LexisNexis 	2013) 	(allowing 	nonprofit 	corporations 	to 	hold
special meetings and hold votes by mail, “[u]nless otherwise
provided 	by 	the 	bylaws”).) 	But 	the 	court 	concluded 	the
Discipline was “expressly incorporated by reference into the
Original Articles.” Thus, to “give full effect to all the provisions
of the Original Articles,” the court read “the Original Articles to
require compliance with the Discipline before holding a special
meeting or attempting to amend the [Original Articles].”
¶31 	And because “[n]either the vote by mail nor the meeting
held by the board of directors before holding the vote complied
with 	the 	Discipline”—the 	meeting 	was 	not 	called 	by 	the
conference 	superintendent 	nor 	were 	the 	voting 	members
physically present at the meeting—“[n]one of the subsequent
Corporate Actions were undertaken with authority” and were
therefore invalid. After granting the motion for partial summary
judgment, the court concluded that the other issues raised by the
parties, “including the competing claims regarding ownership of
church property,” were moot.
¶32 	The RMC notified the Division of the district court’s
decision, and the Division rescinded the Amended Articles,
reinstated the Original Articles, and reverted the corporation’s

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name and officers of record to those in place prior to the mail-in
vote. Thereafter, the district court entered a final judgment in
which it invalidated Free Wesleyan’s actions and “restored the
corporation to how it existed prior to the improper corporate
acts.”
¶33 	Free Wesleyan appeals.
ISSUES AND STANDARDS OF REVIEW
¶34 	Free Wesleyan appeals the district court’s judgment on
three grounds. First, it argues the district court lacked subject
matter 	jurisdiction 	because 	the 	RMC 	and 	Ma’afu 	failed 	to
exhaust their administrative remedies. “[W]hether a court lacks
subject matter jurisdiction due to a party’s failure to exhaust
administrative 	remedies 	is a 	question 	of 	law, 	reviewed 	for
correctness.” Republic Outdoor Advert., LC v. Utah Dep’t of Transp.,
2011 UT App 198, ¶ 12, 258 P.3d 619.
¶35 	Second, 	it 	argues 	the 	RMC 	and 	Ma’afu 	did 	not
have standing to challenge the validity of the Amended Articles.
“A 	standing 	determination 	is 	primarily 	a 	question 	of 	law,
although there may be factual findings that bear on the issue.”
Angel Inv’rs, LLC v. Garrity, 2009 UT 40, ¶ 14, 216 P.3d 944
(quotation simplified). “[W]e review the district court’s legal
determinations 	for 	correctness 	but 	review 	its 	factual
determinations with some deference.” Id.
¶36 	Third, 	it 	argues 	the 	district 	court 	erred 	in 	granting
summary judgment to the RMC and Ma’afu on their claim that
the mail-in vote was not valid under the corporation’s governing
documents. We review the district court’s grant of summary
judgment for correctness. Hertzske v. Snyder, 2017 UT 4, ¶ 6, 390
P.3d 307. Summary judgment is appropriate when “the moving
party shows that there is no genuine dispute as to any material
fact and the moving party is entitled to judgment as a matter of
law.” Utah R. Civ. P. 56(a).

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ANALYSIS
I. Exhaustion of Administrative Remedies
¶37 	Free Wesleyan argues the district court lacked subject
matter 	jurisdiction 	because 	the 	RMC 	and 	Ma’afu 	failed 	to
exhaust their administrative remedies. We disagree. Because the
Division does not make discretionary decisions regarding the
validity of corporate actions, the RMC and Ma’afu were not
required to exhaust any administrative remedies with it before
seeking a declaratory judgment in the district court. See Walker
Bank 	& Trust 	Co. 	v. 	Taylor, 	390 	P.2d 	592, 	595 	(Utah 	1964)
(determining that the exhaustion of administrative remedies
requirement 	“only 	applies 	where 	the 	discretion 	of 	an
administrative officer or body, acting . . . pursuant to statutory
directive, is in question”).
¶38 	“District courts have original jurisdiction in all matters
except as limited by statute.” Osmond Senior Living LLC v. Utah
Dep’t 	of 	Public 	Safety, 	2018 	UT 	App 	218, 	¶ 	11 	(quotation
simplified). Thus, district “courts have subject matter jurisdiction
over a legal claim unless adjudicative authority for that claim is
specifically 	delegated 	to 	an 	administrative 	agency.” 	Id.
(quotation 	simplified). 	If 	adjudicative 	authority 	has 	been
delegated to an administrative agency, “a party seeking relief
must 	exhaust 	‘all 	administrative 	remedies 	available’ 	before
seeking judicial review.” Ramsay v. Kane County Human Res.
Special Service Dist., 2014 UT 5, ¶ 9, 322 P.3d 1163 (quoting Utah
Code section 63G-4-401(2)).
¶39 	“The basic purpose underlying the doctrine of exhaustion
of administrative remedies is to allow an administrative agency
to perform functions within its special competence—to make a
factual record, to apply its expertise, and to correct its own errors
so as to moot judicial controversies.” Maverik Country Stores, Inc.
v. Industrial Comm’n of Utah, 860 P.2d 944, 947 (Utah Ct. App.
1993) (quotation simplified). Accordingly, we require parties to

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exhaust administrative remedies only “where the discretion of
an 	administrative 	officer, 	or 	body, 	acting 	. 	. 	. 	pursuant 	to
statutory directive, is in question.” Taylor, 390 P.2d at 595.
¶40 	Free Wesleyan argues the Division made a discretionary
determination 	of 	the 	validity 	of 	the 	Amended 	Articles 	by
(1) filing 	them 	and 	(2) 	issuing 	certificates 	of 	existence 	that
reflected 	the 	changes 	they 	contained. 	But 	contrary 	to 	Free
Wesleyan’s 	arguments, 	the 	Division 	made 	no 	such
determination.
¶41 	Under the Utah Revised Nonprofit Corporation Act (the
Act), the Division’s duty to file documents is “ministerial.” Utah
Code Ann. § 16-6a-110(4)(a) (LexisNexis 2013). By definition, a
ministerial 	duty 	“requires 	neither 	the 	exercise 	of 	official
discretion 	nor 	judgment.” 	Ministerial 	Duty, 	Black’s 	Law
Dictionary 617 (10th ed. 2014). As the Act explains,
the [D]ivision’s filing or refusal to file a document
does not: (i) affect the validity or invalidity of the
document in whole or in part; (ii) relate to the
correctness 	or 	incorrectness 	of 	information
contained 	in 	the 	document; 	or 	(iii) 	create 	a
presumption that: (A) the document is valid or
invalid; 	or 	(B) 	information 	contained 	in 	the
document is correct or incorrect.
Utah 	Code 	Ann. 	§ 	16-6a-110(4)(a). 	Instead, 	the 	Division 	is
required to file a document if the document satisfies certain
statutory 	requirements. 	Id. 	§ 	16-6a-110(1) 	(“If 	a 	document
delivered to the [D]ivision for filing satisfies the requirements of
Section 16-6a-105, the [D]ivision shall file the document.”).
¶42 	Here, the Division confirmed to the parties that it lacked
adjudicative authority. In a letter, it stated that it could not
determine 	whether 	the 	corporate 	changes 	were 	made 	with
proper authority and would therefore place the changes on hold

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until it received a court order or an agreement signed by the
parties. 	Free 	Wesleyan 	attempts 	to 	inflate 	the 	Division’s
authority by citing Utah Code section 16-6a-203. That provision
states, 	“[T]he 	filing 	of 	the 	articles 	of 	incorporation 	by 	the
[D]ivision is conclusive proof that all conditions precedent to
incorporation 	have 	been 	satisfied.” 	Id. 	§ 	16-6a-203(2).4 	We
interpret this section to mean that when the Division files articles
of 	incorporation, 	or 	amended 	articles 	of 	incorporation, 	the
relevant entity is conclusively recognized in Utah as a nonprofit
corporation that is “in existence.” See Terry v. Wilkinson Farm
Service Co., 2007 UT App 369, ¶ 8, 173 P.3d 204.
¶43 	Free 	Wesleyan 	also 	argues 	that, 	even 	if 	filing 	the
Amended Articles did not confirm their validity, issuing new
certificates of existence did. We are not persuaded.
¶44 	A certificate of existence does not certify the legal validity
of the underlying corporate documents. Instead, a certificate of
existence allows the applicant to access “facts of record in the
[D]ivision.” Utah Code Ann. § 16-6a-113(2) (LexisNexis 2013).
Certificates list the “corporate name” and state “the corporation
is incorporated under the law of this state”; “the date of its
incorporation”; whether “all fees, taxes, and penalties owed to
this state have been paid”; the corporation’s “most recent annual
report” has been filed; “the articles of dissolution have not been
filed 	by 	the 	[D]ivision”; 	and 	“other 	facts 	of 	record 	in 	the
[D]ivision that may be requested by the applicant.” Id.
¶45 	Free 	Wesleyan 	notes 	that 	“a 	certificate 	issued 	by
the [D]ivision may be relied upon as conclusive evidence of
the facts set forth in the certificate.” Id. § 16-6a-113(3). We
agree 	with 	that 	statement, 	but 	“the 	facts 	set 	forth 	in 	the
4. As used in the Act, the term “articles of incorporation”
includes “amended articles of incorporation.” Utah Code Ann.
§ 16-6a-102(3)(a) (LexisNexis 2013).

Free Wesleyan Church of Tonga v. Ma'afu
20170637-CA 	15 	2019 UT App 41
certificate” do not include a legal determination regarding the
validity of the corporation’s actions. Here, the new certificates
listed the corporation’s name and certified that it was authorized
to transact business, was duly registered under the laws of Utah,
had paid all fees and penalties, and had filed an annual report.
The certificates were conclusive evidence of those facts in the
sense 	that 	they 	accurately 	reflected 	the 	Division’s 	records
regarding the corporation.
¶46 	In Terry, this court determined that the Division has
“initial, conclusive authority to determine corporate status.”
2007 UT App 369, ¶ 4 (quotation simplified). That is, it has the
authority to determine whether a nonprofit corporation exists
and is in good standing—meaning that the corporation has paid
the required taxes, fees, and so forth, has filed the required
reports, and has not filed articles of dissolution. Id. ¶ 3. The
Division 	exercises 	this 	authority, 	in 	part, 	by 	maintaining
corporate information and issuing “certificate[s] of existence.”
Utah Code Ann. § 16-6a-113(1) (“Any person may apply to the
[D]ivision for . . . a certificate of existence for a domestic
nonprofit corporation . . . .”); id. § 16-6a-104 (“The [D]ivision has
the power reasonably necessary to perform the duties required
of the [D]ivision under this chapter.”).
¶47 	Thus, to challenge the existence of a nonprofit corporation,
a 	party 	must 	first 	exhaust 	its 	administrative 	remedies.
Utah Code Ann. § 16-6a-113; see also id. § 63G-4-401(1)–(2)
(LexisNexis 2016). But in this case, unlike Terry, the RMC and
Ma’afu do not claim the corporation does not exist. See Terry,
2007 UT App 369, ¶ 5 (“Terry argues that because Wilkinson’s
charter expired . . . , it suffered a dissolution and corporate
death 	. 	. 	. 	and 	was 	no 	longer 	in 	existence.” 	(quotation
simplified)). They claim instead that the mail-in vote was not
authorized 	by 	TUMC’s 	governing 	documents 	and 	thus 	the
changes 	purportedly 	made 	to 	those 	documents 	and 	to 	the
corporation by Free Wesleyan are invalid. Such a determination
is outside the Division’s authority.

Free Wesleyan Church of Tonga v. Ma'afu
20170637-CA 	16 	2019 UT App 41
¶48 	As the Division clarified on multiple occasions, it made no
determination regarding the validity of the Amended Articles or
Free Wesleyan’s actions. Even after the Division removed the
“hold” and reinstated the changes, its records noted that the
principals were “still in dispute.”
¶49 	In sum, we agree with the district court that the Division
never made a determination regarding the validity of the mail-in
vote, the Amended Articles, or any of the resulting changes.
Those 	issues 	turn 	on 	legal 	questions 	that 	fall 	outside 	the
Division’s authority. And because the Division did not make
such a determination, the RMC and Ma’afu were not required to
raise their claims there before seeking relief in the district court.
Accordingly, the district court had subject matter jurisdiction
over the dispute.
II. Standing
¶50 	Free Wesleyan argues that the RMC and Ma’afu lack
standing under the traditional test for standing to challenge the
validity of the Amended Articles. It further argues that, even if
the RMC and Ma’afu have standing under the traditional test,
the Act preempts their standing. We address each argument in
turn, concluding that the RMC and Ma’afu have standing under
the traditional test and that the Act does not preempt their
standing.
A. 	Traditional Standing
¶51 	“In Utah, standing is a jurisdictional requirement” and
“[a] challenge to a party’s standing raises fundamental questions
regarding a court’s basic authority over the dispute.” Osguthorpe
v. Wolf Mountain Resorts, LC, 2010 UT 29, ¶ 14, 232 P.3d 999
(quotation simplified). Generally, standing is satisfied when a
party has “a personal stake in the outcome of the dispute.” Victor
Plastering, Inc. v. Swanson Bldg. Materials, Inc., 2008 UT App 474,
¶ 9, 200 P.3d 657 (quotation simplified).

Free Wesleyan Church of Tonga v. Ma'afu
20170637-CA 	17 	2019 UT App 41
¶52 	“Not surprisingly, the vast majority of Utah standing law
has developed in the context of evaluating a plaintiff’s ability to
prosecute a claim, not a defendant’s ability to defend against it.”
MCG S. LLC v. Veracity Networks LLC, 2018 UT App 33, ¶ 15, 415
P.3d 1174 (quotation simplified). But the Utah Supreme Court
has established that “[w]here a plaintiff meets the jurisdictional
requirements to bring a cause of action, there is no need to
evaluate 	whether 	a 	defendant 	has 	standing 	to 	defend 	the
action.” Osguthorpe, 2010 UT 29, ¶ 14. “[A] defendant will
necessarily have a personal stake in the outcome of litigation
solely by virtue of being named as a party defendant.” MCG S.,
2018 UT App 33, ¶ 15.
¶53 	Here, Free Wesleyan filed a complaint against Ma’afu,
seeking to exclude him from the church property and prevent
him from acting on behalf of the church. It also sought damages
for 	conversion, 	and 	attorney 	fees. 	In 	the 	complaint, 	Free
Wesleyan asserted that, “pursuant to a duly held ballot, [it] has
legally amended [the Original Articles]” and removed Ma’afu
from the board of directors, stripping him of “any authority to
represent the Corporation in any capacity.” Free Wesleyan’s
claims against Ma’afu turn on whether its actions in amending
the Original Articles and removing Ma’afu from his position on
the board of directors were valid. As a named defendant, Ma’afu
has standing to defend himself against Free Wesleyan’s lawsuit.
See id. And because the result of that lawsuit depends on
whether Free Wesleyan’s corporate actions were done with
proper authority, Ma’afu has standing to challenge those actions
as part of his defense.
¶54 	Further, the district court permitted the RMC to intervene
as a defendant in Free Wesleyan’s lawsuit against Ma’afu. The
Utah 	Supreme 	Court 	has 	determined 	that, 	“[u]pon 	proper
intervention, a party has the ability to file any relevant motions
regarding the subject matter of the claims.” Osguthorpe, 2010 UT
29, ¶ 18. On appeal, Free Wesleyan does not challenge the
RMC’s intervention, and we see no reason to conclude it was

Free Wesleyan Church of Tonga v. Ma'afu
20170637-CA 	18 	2019 UT App 41
improper. Free Wesleyan asserted in its complaint that it had
legally disaffiliated from the United Methodist denomination
and asked the district court for a declaration that it is the only
entity 	authorized 	to 	control 	the 	local 	church 	property,
“including granting or denying access to any person desiring to
enter and/or occupy [it].” With that declaration, Free Wesleyan
seeks to prevent local United Methodist members from accessing
the church property.
¶55 	The RMC claims a denominational trust interest in the
local church property and argues that Free Wesleyan’s actions to
enjoin its use as a United Methodist church and convert it to a
Free Wesleyan church violate that trust. “When declaratory relief
is sought all persons shall be made parties who have or claim
any interest which would be affected by the declaration.” Utah
Code Ann. § 78B-6-403(1) (LexisNexis 2018). As the district court
noted in its summary judgment ruling, determining the validity
of Free Wesleyan’s corporate actions “could affect the RMC’s
rights and interests to the [church property] and the rights of the
members 	of 	the 	[local] 	church 	that 	the 	RMC 	purports 	to
represent.” 	Thus, 	as an 	intervenor-defendant, 	the 	RMC has
standing to file motions presenting arguments relevant to Free
Wesleyan’s 	claims. 	And 	as 	previously 	discussed, 	Free
Wesleyan’s declaratory judgment action turns on whether its
corporate 	actions 	were 	valid 	under 	the 	Original 	Articles.
Accordingly, 	the 	RMC 	has 	standing 	to 	argue 	that 	Free
Wesleyan’s corporate actions were invalid. See id.
¶56 	The 	RMC 	also 	has 	standing 	as 	a 	plaintiff 	in 	the
consolidated case. In its lawsuit against Free Wesleyan, the
RMC, 	along 	with 	other 	parties 	affiliated 	with 	the 	United
Methodist Church, claimed that Free Wesleyan and its members
“believe that they are able to transfer and take control of all
church property contrary to the Discipline.” (Emphasis omitted.)
In support of that claim, the RMC asserted that Free Wesleyan
has “taken possession of real and personal property owned by
[TUMC]; sequestered and spent funds of [TUMC]; effected name

Free Wesleyan Church of Tonga v. Ma'afu
20170637-CA 	19 	2019 UT App 41
changes to ownership records of real and personal property
owned by [TUMC]; and otherwise purported to assume use of
and control over [TUMC]’s primary place of worship.” And
“absent 	a 	court 	order, 	[Free 	Wesleyan] 	will 	not 	deliver
possession of the property at issue to [the RMC] or to . . . the
local church members who have retained their affiliation with
the [United Methodist Church].”
¶57 	In Utah, the RMC is authorized to enforce the United
Methodist 	Church’s 	denominational 	interests 	in 	matters 	of
local 	church 	property, 	governance, 	and 	operations. 	In 	that
capacity, it has standing to enforce its claimed denominational
trust 	and 	assert 	that 	Free 	Wesleyan 	improperly 	claims
“ownership and control” of the local church property. See id.
§ 78B-6-401(1) (LexisNexis 2018) (“Each district court has the
power to issue declaratory judgments determining rights, status,
and other legal relations within its respective jurisdiction.”).
Indeed, as the district court recognized in its summary judgment
ruling, 	a 	determination 	of 	the 	validity 	of 	Free 	Wesleyan’s
corporate actions “would necessarily resolve all of the parties’
claims.”
¶58 	Free Wesleyan’s motion to consolidate the RMC’s action
with its own action further supports our conclusion that the
RMC has standing. In that motion, Free Wesleyan asserted that
each of the parties claim the right over the “control and access to
the same property,” and “[c]onsolidation will enable one Court
to adjudicate all issues that have been raised as to the Church
Property in one action.” It also noted that the district court
would 	necessarily 	decide 	all 	of 	the 	parties’ 	claims 	by
“determining whether [Free Wesleyan] properly amended its
articles of incorporation and changed its name.”
¶59 	Free Wesleyan, Ma’afu, and the RMC each claim an
interest in the local church property. And a determination of
Free Wesleyan’s corporate actions is essential to each of those
claims. Thus, we conclude that the RMC and Ma’afu have

Free Wesleyan Church of Tonga v. Ma'afu
20170637-CA 	20 	2019 UT App 41
standing to challenge the validity of Free Wesleyan’s corporate
actions, including the Amended Articles.
B. 	Statutory Standing
¶60 	Free Wesleyan argues that the Act prohibits the RMC and
Ma’afu from challenging the validity of the corporation’s actions.
It notes that, “in certain instances, statutory provisions may
preempt the traditional elements of standing whereby only those
specifically 	granted 	standing 	under 	the 	statute 	may 	assert
standing.” (Citing R.P. v. K.S.W., 2014 UT App 38, ¶¶ 5, 28, 320
P.3d 1084.) And because the RMC and Ma’afu “are not listed in
the 	Act 	as 	appropriate 	parties 	to 	challenge 	the 	Amended
Articles,” Free Wesleyan argues, they “lack standing” to do so.
¶61 	First, 	Free 	Wesleyan 	asserts 	that 	Utah 	Code 	section
16-6a-304 strips the RMC and Ma’afu of standing. That section
governs challenges to a nonprofit corporation’s “ultra vires”
acts. It provides:
(1) 	Except 	as 	provided 	in 	Subsection 	(2), 	the
validity of corporate action may not be challenged
on the ground that the nonprofit corporation lacks
or lacked power to act.
(2) A nonprofit corporation’s power to act may be
challenged: 	(a) 	in 	a 	proceeding 	against 	the
nonprofit corporation to enjoin the act brought by:
(i) a director; or (ii) one or more voting members in
a derivative proceeding; (b) in a proceeding by or
in the right of the nonprofit corporation, whether
directly, 	derivatively, 	or 	through 	a 	receiver,
trustee, or other legal representative, against an
incumbent or former director, officer, employee, or
agent of the nonprofit corporation; or (c) in a
proceeding by the attorney general under Section
16-6a-1414.

Free Wesleyan Church of Tonga v. Ma'afu
20170637-CA 	21 	2019 UT App 41
Utah Code Ann. § 16-6a-304(1)–(2) (LexisNexis 2013).
¶62 	After reviewing section 16-6a-304, we conclude that, in
this case, it does not preempt traditional standing. As the RMC
and 	Ma’afu 	note 	in 	their 	brief, 	Free 	Wesleyan—as 	the
corporation—initiated this case “to determine the ‘respective
ownership, rights and obligations’ of the parties based on the
mail-in [vote] initiated by the dissident members.” That is, in its
lawsuit against Ma’afu—a former director, according to Free
Wesleyan—the corporation requested a declaratory judgment
determining 	whether 	the 	mail-in 	vote 	and 	the 	subsequent
corporate actions were valid.
¶63 	“The primary purpose of [section 16-6a-304] . . . is to
eliminate a corporation’s ability to avoid its obligations to third
parties by raising a defense of ultra vires.” Reedeker v. Salisbury,
952 P.2d 577, 588 (Utah Ct. App. 1998). It “provides third parties
a measure of certainty when contracting with a corporation in
good faith without knowledge of the details of its articles of
incorporation or of its internal operations.” Johannessen v. Canyon
Road Towers Owners Ass’n, 2002 UT App 332, ¶ 26, 57 P.3d 1119
(quotation simplified); see also id. ¶ 26 n.4 (noting different
language in section 16-6a-304, enacted in 2001, from that of the
previous ultra vires statute, but applying the same rationale to
both provisions).
¶64 	Here, Free Wesleyan asked the district court to determine
the legal status of the corporation in order to resolve uncertainty
regarding the parties’ ownership and control of the local church
property. Section 16-6a-304 does not prohibit such an action. See
Reedeker, 952 P.2d at 588 (determining that, notwithstanding the
statute “limiting ultra vires as a defense, . . . claims alleging
corporate ultra vires acts may still be maintained” but “[s]uch
actions would most likely be for declaratory or injunctive relief,
not damages”). Thus, notwithstanding section 16-6a-304, we
conclude 	that 	Ma’afu 	and 	the 	RMC—as 	parties 	to 	Free
Wesleyan’s action—have standing to challenge the validity of

Free Wesleyan Church of Tonga v. Ma'afu
20170637-CA 	22 	2019 UT App 41
the mail-in vote as well as the subsequent corporate actions,
including the Amended Articles.
¶65 	Next, Free Wesleyan asserts that the RMC and Ma’afu
“make several claims that are claims owned by the Corporation”
and argues that, under the Act, such claims must be brought in a
derivative proceeding. The Act establishes that “a proceeding
may be brought in the right of a nonprofit corporation” by “a
voting member” of the corporation or “a director in a nonprofit
corporation that does not have voting members.” Utah Code
Ann. 	§ 	16-6a-612(1) 	(LexisNexis 	2013). 	According 	to 	Free
Wesleyan, section “16-6a-612 is fatal to the RMC [and Ma’afu’s]
claims” 	because 	they 	“are 	not 	voting 	members 	of 	the
Corporation and did not comply with this section of the Act.”
That is, it argues that the RMC and Ma’afu “are precluded by
[section] 16-6a-612 from having standing to raise [their] claims.”
¶66 	We also reject this argument. Contrary to Free Wesleyan’s
assertions, the RMC and Ma’afu do not assert derivative claims.
The Act establishes that “[a] complainant may not commence a
derivative proceeding” unless the corporation itself refuses “to
take suitable action.” Id. § 16-6a-612(3)(a). As the RMC and
Ma’afu note in their brief, “a derivative action assumes that the
powers that control a corporation chose not to proceed to assert
a claim.” See id. Here, because the corporation initiated the
lawsuit, section 16-6a-612 does not apply. We therefore conclude
that section 16-6a-612 does not deprive the RMC and Ma’afu of
standing 	to 	challenge 	the 	mail-in 	vote 	and 	the 	subsequent
corporate actions.5
5. Free Wesleyan also argues that Utah Code sections 16-6a-111
and 16-6a-203 strip the RMC and Ma’afu of standing. Section
16-6a-111 allows a party to appeal the Division’s refusal “to file a
document 	delivered 	to 	it 	for 	filing.” 	Utah 	Code 	Ann.
§ 16-6a-111 (LexisNexis 2013). Section 16-6a-203 establishes that
(continued…)

Free Wesleyan Church of Tonga v. Ma'afu
20170637-CA 	23 	2019 UT App 41
¶67 	In sum, the Act does not preempt traditional standing in
this 	case, 	and 	the 	RMC 	and 	Ma’afu—as 	parties 	to 	Free
Wesleyan’s lawsuit—have standing to challenge the mail-in vote
and the subsequent corporate actions.
III. Summary Judgment
¶68 	Free Wesleyan contends on two grounds that the district
court erred in granting partial summary judgment to the RMC
and 	Ma’afu. 	First, 	it 	argues 	the 	district 	court 	erred 	in
determining that the mail-in vote was not authorized under the
corporation’s governing documents. Second, it argues that the
district court’s interpretation and application of the Discipline
violated 	the 	corporation’s 	and 	the 	corporation’s 	members’
constitutional rights. We discuss each argument in turn.
A. 	Validity of the Mail-in Vote
¶69 	Free 	Wesleyan 	argues 	the 	district 	court 	erred 	in
determining that the mail-in vote was not authorized under the
corporation’s governing documents. We disagree. Because the
Discipline 	was 	incorporated 	by 	reference 	into 	the 	Original
Articles, and the mail-in vote did not comply with the Discipline,
we affirm the district court’s determination.
(…continued)
“[t]he filing of the articles of incorporation by the [D]ivision is
conclusive proof that all conditions precedent to incorporation
have been satisfied, except in a proceeding by the state” to
“cancel or revoke the incorporation” or “involuntarily dissolve
the nonprofit corporation.” Id. § 16-6a-203(2). But as previously
discussed, the Division did not make a decision regarding the
validity of the mail-in vote or the subsequent corporate actions.
See supra Part I. Thus, in this case, these provisions that deal with
the Division’s filing of documents do not strip the RMC and
Ma’afu of standing to challenge the corporation’s actions.

Free Wesleyan Church of Tonga v. Ma'afu
20170637-CA 	24 	2019 UT App 41
¶70 	A 	nonprofit 	corporation’s 	articles 	of 	incorporation,
together with the bylaws and the 	statute under which 	the
corporation was incorporated, “constitute a contract.” Okelberry
v. West Daniels Land Ass’n, 2005 UT App 327, ¶ 14, 120 P.3d 34
(quotation simplified). And the nonprofit corporation “may not
act in any way not authorized” by those governing documents.
Id. (quotation simplified).
¶71 	Further, “[p]arties may incorporate by reference into their
contract the terms of some other document.” Consolidated Realty
Group v. Sizzling Platter, Inc., 930 P.2d 268, 273 (Utah Ct. App.
1996) (quotation 	simplified). 	To 	incorporate a document by
reference, “the reference must be clear and unequivocal, and
must be called to the attention of the other party, the party must
consent thereto, and the terms of the incorporated document
must be known or easily available to the contracting parties.” Id.
(quotation simplified).
¶72 	Free Wesleyan asserts that, when the Original Articles
were executed, the Discipline’s terms were not known or easily
available to the corporation’s members. Free Wesleyan does not
point to any evidence to support that claim. Instead, it points to
the absence of proof, claiming “there is no evidence that the
terms of the Discipline were ever provided to the members of
the Corporation” and “without evidence to the contrary,” it
argues, “the proper inference is that the terms of the Discipline
were 	not 	known 	or easily 	available.” 	But 	contrary 	to 	Free
Wesleyan’s assertion, the undisputed evidence before the district
court supported its conclusion that the terms of the Discipline
were 	known 	or 	easily 	available 	to 	the 	corporation 	and 	its
members when the Original Articles were executed.
¶73 	To become affiliated with the United Methodist Church,
local congregations must agree to adhere to and follow the
Discipline. 	The 	evidence 	in 	this 	case 	establishes 	that 	the
corporation and its members agreed to this requirement when
they executed the Original Articles. Indeed, the corporation’s

Free Wesleyan Church of Tonga v. Ma'afu
20170637-CA 	25 	2019 UT App 41
stated purpose “is to conduct and operate a United Methodist
Church 	and 	congregation 	according 	to 	the 	Discipline.” 	The
Original Articles also state that “[a]ll title to real property bought
and sold by the [c]orporation shall be in full conformity with the
Discipline,” that the internal affairs of the corporation and the
corporation’s bylaws must “remain in accord with . . . the
Discipline,” and that “[t]he Board of Trustees shall . . . [be]
elected 	and 	organized 	as 	prescribed 	in 	the 	Discipline.”
Additionally, the same year the Original Articles were executed,
the corporation purchased property, and the grantor required
the property to be “used, kept and maintained as a place of
divine worship . . . subject to the Discipline.”
¶74 	Following 	incorporation, 	the 	local 	congregation
functioned according to the Discipline for more than thirty years.
Of 	particular 	relevance 	here, 	it 	conducted 	annual 	Charge
Conferences, 	which 	were 	presided 	over 	by 	the 	district
superintendent. This is not surprising, given that the Discipline
is the governing document of the United Methodist Church, is
published every four years, and is made available to local
congregations. Because TUMC was a self-professed affiliate of
the United Methodist Church, it is unreasonable to infer that the
corporation 	and 	its 	members 	did 	not 	have 	access 	to 	the
Discipline when the Original Articles were executed. See Surety
Underwriters v. E & C Trucking, Inc., 2000 UT 71, ¶ 37, 10 P.3d 338
(explaining that, on summary judgment, “[t]he law . . . does not
require unreasonable factual inferences, nor does it require that
the court turn a blind eye to reasonable inferences based on
uncontested facts”).
¶75 	Free Wesleyan argues that such an inference is reasonable
because “the Discipline is a long and complex document,” and
the 	corporation’s 	members 	were 	“first 	generation 	Tongan
immigrants . . . with limited ability to worship in English.” But
the fact that a document is long and complex and that some of
the 	corporation’s 	members 	were 	first 	generation 	Tongan
immigrants does not, without more, suggest that the document

Free Wesleyan Church of Tonga v. Ma'afu
20170637-CA 	26 	2019 UT App 41
was not either (1) known to those members who professed to
follow its terms or (2) easily available to them. “Under Utah law,
each party has the burden to read and understand the terms of a
contract before he or she affixes his or her signature to it.” ASC
Utah, Inc. v. Wolf Mountain Resorts, LC, 2010 UT 65, ¶ 28, 245 P.3d
184 (quotation simplified). Where, as here, the contract clearly
and unequivocally references an incorporated document, “[a]
party 	may 	not 	sign 	[the] 	contract 	and 	thereafter 	assert
ignorance” based on a lack of English proficiency. Id. (quotation
simplified); see also Semenov v. Hill, 1999 UT 58, ¶ 12, 982 P.2d 578
(explaining that “the illiteracy of a party” is relevant to “the
existence of fraud in procuring a signature,” but “in the absence of
fraud 	or 	mistake 	he 	will 	be 	bound 	by 	all 	[the 	contract’s]
provisions”).
¶76 	Thus, even accepting as true Free Wesleyan’s assertion
that the Discipline is a “long and complex document” and that
the 	corporation’s 	members 	were 	“first 	generation 	Tongan
immigrants,” no jury could reasonably infer based on those facts
alone that the Discipline’s terms were not “known or easily
available” to the corporation and its members when the Original
Articles were executed. See Sizzling Platter, 930 P.2d at 273.
¶77 	Free Wesleyan argues next that, because the Discipline is
not specifically mentioned in the “Amendments” provision of
the Original Articles, TUMC did not intend the Discipline to
apply to that provision. This argument also is unavailing.
¶78 	The “Amendments” provision states, “These Articles . . .
may be amended by the vote of at least two-thirds of the
members of the corporation present at the annual meeting or at a
special meeting of the corporation called for that purpose.”
Although 	this 	provision 	does 	not 	specifically 	reference 	the
Discipline, it also fails to distinguish a “special meeting” for
amendment purposes from the “special meetings” provided for
in the Discipline. To properly interpret the parties’ intent, we
must consider the “Amendments” provision “in relation to all

Free Wesleyan Church of Tonga v. Ma'afu
20170637-CA 	27 	2019 UT App 41
the others, with a view toward giving effect to all and ignoring
none.” Café Rio, Inc. v. Larkin-Gifford-Overton, LLC, 2009 UT 27,
¶ 25, 207 P.3d 1235 (quotation simplified).
¶79 	The Original Articles state that the corporation must
conduct and operate the local congregation according to the
Discipline, 	and 	that 	the 	corporation’s 	internal 	affairs 	must
remain 	in 	accord 	with 	the 	Discipline. 	Given 	these 	clear,
unequivocal references, we conclude that corporation and its
members intended the Discipline to apply to the entirety of the
Original Articles, including the “Amendments” provision.
¶80 	Finally, 	we 	reject Free 	Wesleyan’s argument 	that the
Discipline permitted the mail-in vote. Under the Discipline, any
meeting—annual, special, or otherwise—must be presided over
and called by the district superintendent, and only members
present at those meetings are entitled to vote. Here, the mail-in
vote did not comply with those requirements.
¶81 	We therefore conclude the district court did not err in
determining that the Discipline was incorporated by reference
into the Original Articles, and because of this, the mail-in vote
was 	unauthorized 	under 	the 	corporation’s 	governing
documents.
B. 	Constitutional Claims
¶82 	Free Wesleyan argues that the “trial court’s interpretation
and application of the Discipline violated the corporation’s and
its members’ constitutional rights.” We disagree. The district
court’s analysis did not violate Free Wesleyan’s constitutional
rights because “no question of church doctrine is central to this
case.” Jeffs v. Stubbs, 970 P.2d 1234, 1244 (Utah 1998).
¶83 	“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.” Jones v. Wolf, 443 U.S. 595, 602

Free Wesleyan Church of Tonga v. Ma'afu
20170637-CA 	28 	2019 UT App 41
(1979). But the state and federal constitutions prohibit civil
courts “from resolving church property disputes on the basis of
religious doctrine and practice.” Id.; see also Jeffs, 970 P.2d at
1251–52.
¶84 	Although courts may “open[] their doors to disputes
involving church property,” they must decide those disputes
“without resolving the underlying controversies over religious
doctrine.” 	Jeffs, 	970 	P.2d 	at 	1244 	(quotation 	simplified).
Essentially, 	courts 	“must 	treat 	property 	disputes 	between
religious factions in the same manner they treat disputes among
other voluntary associations.” Id. at 1251 (quotation simplified).
But a court’s analysis should be “carefully crafted to be the least
restrictive 	means available 	to 	further 	the state’s compelling
interest . . . in a manner that minimizes the burden upon free
exercise.” Id.
¶85 	Considering 	these 	principles, 	the 	district 	court’s
interpretation 	and 	application 	of 	the 	Discipline 	was
constitutionally sound. In resolving the dispute, the court looked
to the corporation’s governing documents, “without inquiring
into matters of church doctrine.” The Discipline requires any
meeting of the Charge Conference or the Church Conference to
be presided over and called by the district superintendent. The
Discipline does not authorize mail-in voting. Instead, at a Charge
Conference, “[t]he members present and voting at any duly
announced meeting shall constitute a quorum.” And at a Church
Conference, the vote extends only to “members of the local
church present at [the] meetings.”
¶86 	Free Wesleyan argues that these matters relate to “faith
and doctrine.” We disagree. Whether a corporate meeting must
be called and presided over by a certain person and whether
voting members must be present at a meeting are not matters of
religious doctrine or faith. Indeed, the district court would
clearly have considered these issues in a “dispute[] among other
voluntary associations.” Id. at 1251.

Free Wesleyan Church of Tonga v. Ma'afu
20170637-CA 	29 	2019 UT App 41
¶87 	Free 	Wesleyan 	seems 	to 	make 	a 	“slippery 	slope”
argument, 	contending 	that 	“there 	would 	be 	no 	end 	to 	the
intrusion 	of 	government 	into 	religious 	matters” 	if 	“the
interpretation of the Discipline in the manner pursued by the
[district] 	court” 	were 	allowed. 	Essentially, 	because 	“the
Discipline is a religious document, setting forth religious goals
and religious means to accomplish religious purposes,” it asserts
that 	any 	interpretation 	of 	that 	document 	“violated 	[Free
Wesleyan’s] constitutional rights.”
¶88 	But, as stated, the law provides standards to help courts
avoid such constitutional issues. In Utah, courts must “decide
church 	property 	disputes 	without 	resolving 	underlying
controversies over religious doctrine.” Id. at 1244. Here, the court
interpreted the Discipline according to those standards.
¶89 	In sum, the district court’s analysis did not violate Free
Wesleyan’s constitutional rights because “no question of church
doctrine is central to this case.” Id.
CONCLUSION
¶90 	The RMC and Ma’afu were not required to exhaust any
administrative 	remedies 	before 	seeking 	relief 	in 	the 	district
court. They also have standing to assert their claims against Free
Wesleyan. And the district court did not err in granting partial
summary judgment to the RMC and Ma’afu on their claim that
the 	mail-in 	vote 	was 	not 	authorized 	by 	the 	corporation’s
governing documents. We affirm.