United Missionary Baptist Church, a not-for-profit corporation, held an election for the new church pastor. Several members of the church were dissatisfied with the results of the election and with the procedures that were followed during the election. They claimed that the inclusion of ab sentee balloting violated the church's constitution.
Without making any parliamentary moves to correct the alleged misapplication of the constitution, and despite the fact that they had used their own absentee ballots during the election, these unhappy members brought a de rivative lawsuit, asking the court to compel the church to follow its own constitution. The suit was dismissed.
However, the members who brought the lawsuit claimed that because the la w suit was a derivative action, they were entitled to attorney's fees, just as the shareholders of a profit corporation were entitled to attorney's fees.
The court agreed that the same rules that apply to profit corporations in derivative actions apply to derivative suits brought for nonprofit corporations. However, the court still refused to grant the request for attorney's fees. Why?
Russell v. United Missionary Baptist Church, 637 N.E.2d 82 (OH).