The opinion of the court was delivered by: Dalzell, J.
Plaintiff Joseph Askew here asserts various claims based on allegedly improper dealings in the management of The Trustees of the General Assembly of the Church of the Lord Jesus Christ of the Apostolic Faith, Inc. ("Corporation"), a Pennsylvania non-profit corporation that manages the business of the General Assembly of the Church of the Lord Jesus Christ of the Apostolic Faith ("Church"), an unincorporated association. The church complex is located at 22nd and Bainbridge Streets in Philadelphia.
Defendants*fn1 jointly move under Fed. R. Civ. P. 12(b)(1) to dismiss this case for lack of subject matter jurisdiction. For the reasons detailed below, we shall grant defendants' motion in part and deny it in part.
Bishop Sherrod C. Johnson founded the Church in 1919. Compl. ¶ 22; Def.'s Mem. Ex. B, Church of the Lord Jesus Christ of the Apostolic Faith, Inc. v. Shelton, No. 376 C.D. 2000, at 2 (Pa. Commw. Ct. April 10, 2001). On December 10, 1947, Bishop Johnson and other Church elders created a Pennsylvania non-profit corporation to conduct business on behalf of the Church and hold its assets. Compl. ¶ 23(I)*fn2 .
The Corporation's Articles of Incorporation provide that it was formed "[t]o take, receive, have, hold and manage real and personal property in trust for the use and purpose specified by the [Church]." Id. ¶ 24(I), Ex. B, Art. III. The Articles excluded "[p]ecuiary gain or profit, incidental or otherwise, to it's [sic] members" from the realm of contemplated purposes. Id. ¶ 25(I), Ex. B, Art. III. The Corporation was organized on a non-stock basis and initially had a six-member Board of Trustees who were vested with the authority to manage the assets. Id. Ex. B, Art. VI, VII. The Church elects its Trustees "at annual, regular or special meetings", and they hold office until successor Trustees are elected. Id. Ex. B, Art. VI. Power to create and change the By-Laws and to amend the Articles vests in the Corporation's members. Id. Ex. B, Art. X, XI. The Articles limit membership in the Corporation to "those persons serving as members of the Board of Trustees." Compl. Ex. B, Art. IX.
The By-Laws of the Church provide for an annual meeting, called the General Assembly. Id. Ex. C, Art. I, Sec. 1. The General Assembly has two officers, a General Overseer (also called the General Elder, Apostle, or Bishop), and a General Secretary. Id. Ex. C, Art I, Sec. 2. The General Overseer is elected to a lifetime appointment by the General Assembly. Compl. ¶ 25(II); Def.'s Mem. Ex. B, Shelton, No. 376 C.D. 2000, at 2. The General Overseer nominates the General Secretary for terms of one year, and the General Assembly vote to ratify the choice. Compl. Ex. C, Art. VII. The By-laws of the Church also provide that the Corporation holds title to any asset the Church acquires. Id. at 23(II), Ex. C, Art. II, Sec. 2. The General Overseer is also the President of the Corporation, and only those the General Overseer authorizes can stand for election as the Corporation's Trustees. Id. ¶ 25(II), Ex. C, Art. II, Sec. 1.
On February 22, 1961, Bishop Johnson died and then-General Secretary S. McDowell Shelton succeeded him. Id. ¶ 26. Bishop Shelton died on October 13, 1991. Id. ¶ 27. A succession crisis ensued.
Kenneth Shelton, Roddy J. Shelton, and Anthonee Patterson each claimed he had rightful control over the Church and the Corporation. Def.'s Mem. Ex. B, Shelton, No. 376 C.D. 2000, at 4. Roddy Shelton was the General Secretary at the time, and according to the By-laws of the Church should have succeeded Bishop Shelton as interim General Overseer until the next General Assembly. Id. at 5-6, 14-15. But some of the other Trustees disputed Roddy Shelton's succession, and prevented him from taking office. Compl. Ex. A at 149. Askew alleges that Kenneth Shelton through threats and the use of physical force took de facto control of both Church and Corporation. Compl. ¶¶ 19, 29. Askew avers that Kenneth Shelton and his followers physically removed Askew and others in the Roddy Shelton faction from a Church meeting held on May 23, 1992. Id. ¶ 19, Ex. A at 150. Although he was removed from the property, Askew maintains that he remains a member of the Church to this day. Id. ¶ 19.
The continuing dispute over leadership led the factions to hold separate meetings, each styled as a General Assembly, and each electing a different General Overseer. Id. Ex. A at 150. Litigation ensued, starting a Dickensian legal saga of which this case is only the most recent skirmish. The Philadelphia Court of Common Pleas ultimately determined, and the Commonwealth Court later affirmed, that Kenneth Shelton was duly elected General Overseer at the September 9, 1992 General Assembly. Id. at 151; Def.'s Mem. Ex. B, Shelton, No. 376 C.D. 2000, at 25. But the parties have continued to play out their schism in the courts.
E.g., Def.'s Mem. Ex. C, Patterson v. Shelton, No. 1967 C.D. 2006 (Pa. Commw. Ct. January 31, 2008) (overturning arbitration award in Patterson's favor because the arbitrator went beyond the scope of his authority in fashioning relief).
Askew alleges that since taking control of the Church and Corporation, Kenneth Shelton and the Trustees of the Corporation have misappropriated funds, wasted assets, paid themselves salaries and stipends that are contrary to the word and spirit of the Articles and By-Laws, funded private expenditures with Corporation assets, and violated state and federal law. Compl. ¶¶ 31-38.
Askew sues the defendants both on his own behalf and on behalf of the Church for breach of fiduciary duty to both the Church and the Corporation (Counts I & II, respectively). He also seeks a declaratory judgment that the Articles of Incorporation are unlawful under Pennsylvania's Nonprofit Corporation Law of 1988 ("NCL"), 15 Pa. C.S.A. § 5101, et seq., and that the Corporation must recognize members of the Church as members of the Corporation (Count III). He seeks financial statements pursuant 15 Pa. C.S.A. § 5553 (Count IV), removal of Kenneth Shelton as President of the Corporation and appointment of a custodian pursuant 15 Pa. C.S.A. §§ 5764(a)(2) and 5981(2) (Count V), and unjust enrichment (Count VI).*fn3 The Corporation is a nominal defendant in this action and no damages are sought directly from it.
Defendants have moved to dismiss all claims pursuant to Fed. R. Civ. P. 12(b)(1) arguing that we do not have subject matter jurisdiction over this action. Defendants contend that the plaintiff lacks standing and that the First Amendment divests this Court of subject matter jurisdiction because Askew's claims involve doctrinal questions.
A court must dismiss a complaint if it lacks subject matter jurisdiction over the claims because without subject matter jurisdiction the court does not have the power to hear the case. Fed. R. Civ. P. 12(b)(1); Mortensen v. First Fed. Sav. and Loan Ass'n, 549 F.2d 884, 891 (3d Cir. 1977). Indeed, because subject matter jurisdiction is so central to a court's authority, a court ...