Opinion

Opinion issued June 3, 2010.

In The

Court of

Appeals

For The

First District

of Texas

————————————

NO. 01-08-00970-CV

———————————

Paul Poong Young Kim, Andrew Keeyoung Chung, Jennifer E. Chung, Nam

Sik Kim, Mark H. Kim, Juri Lee, Sonia Heasook Kim, Jin-bum Hur, and Soon Ja Hur , Appellants

V.

Board of

Trustees of the Korean Christian Church of Houston , Appellee

On Appeal from the 165th

Harris County, Texas

Trial Court Case No. 2007-70842

MEMORANDUM OPINION

Appellants,

Paul Poong Young Kim, Andrew Keeyoung Chung, Jennifer E. Chung, Nam Sik Kim,

Mark H. Kim, Juri Lee, Sonia Heasook Kim, Jin Bum Hur and Soon Ja Hur (collectively

“the parishioners”), appeal a judgment rendered in favor of appellees, the Board of Trustees

of the Korean Christian Church of Houston (“the Board”). After consolidating multiple causes, the

trial court adopted the findings of fact and conclusions of law from an

appointed Special Master, rendered judgment in favor of the Board, and ordered the

parishioners to pay attorneys fees and costs.

In two issues, the parishioners contend the trial court erred by (1)

making an erroneous conclusion of law regarding the Korean Christian Church of

Houston Constitution’s quorum requirement, and (2) entering the permanent

injunction without an evidentiary hearing.

We conclude the quorum requirement was met and the hearing before the Special

Master satisfied the hearing requirement for the injunction.

We affirm.

Background

The

Korean Christian Church of Houston (“KCCH” or the “church”) is a Texas 501(c)(3) non-profit corporation,

established in 1978 to serve the religious needs of the Houston Korean

community. In 1998, Dae Woo Cho was

elected as an elder on the Board. In

2003 and 2006, Sung Ho Cho, Kyung Han Kwon, Tae Suk Chung, and Hong Baei Kim

were elected as elders. These elders constituted

all of the members of the duly elected KCCH Board, other than the senior

pastor.

Chul Hong Park became the senior

pastor at KCCH in December 2006, replacing retiring senior pastor Ichan

Chung. Once Park was initiated as the

senior pastor, under the KCCH Constitution, he became the sixth member of the

KCCH Board and served as the acting chairman.

In September 2007, parishioner Paul Poong Young Kim, who at the time was

a deacon of the church, made requests for the Church’s financial records. Park, Associate Pastor Sueng Woong Ok, and the

parishioners later accused the Board of financial impropriety.

On November 4, 2007, a meeting of

the Board was called. Park did not

attend and the Board appointed a temporary chairman pursuant to Article 40 of

the KCCH Constitution. Through their

votes, the Board adopted a resolution terminating Ok from his position as

associate pastor.

On November 11, Park announced to

the General Assembly that he had suspended the Elders and that they no longer

constituted the other members of the Board.

He did this without the approval of the Board or the church’s Council of

Deacons or General Assembly. The same

day, he unilaterally appointed five new members to the Board. The trial court later found Park’s actions

invalid and unlawful under the KCCH Constitution and found that Park’s actions

did not displace the duly elected Board.

Also on November 11, the Board, in absence of Park, unanimously resolved

to terminate Park as Chairman of the Board and resolved to suspend Park.

The next day, on November 12, Park

and parishioner Jin-Bum Hur (“Hur”) filed a 9.01 report with the Texas

Secretary of State and changed the registered agent and registered agent’s

address for KCCH. The trial court later

held that Park and Hur lacked authority to change KCCH’s registered agent and

registered address.

The Board quickly brought a

declaratory judgment action against Park and Ok, seeking a temporary

restraining order against Park and Ok in cause number 2007-70842 in the 269th

District Court. In its petition, the

Board stated that Park and Ok had been terminated according to church procedure

and alleged that Park and Ok’s refusal to relinquish their duties resulted in

physical altercations during church services.

Park and Ok filed counter-claims against the Board claiming it breached

employment agreements. The 269th

District Court granted a temporary injunction.

In response to the injunction, Howard Chong, Andrew Chung, and Jennifer

Chung each filed defamation suits against the Board in cause number 2007-71102

and cause number 2007-71113. The

parishioners also filed a petition for receivership of the KCCH and for injunctive

relief in cause number 2007-77264 in the 190th District Court, which was heard

and denied by the 80th District Court.

Nine days after the first lawsuit

was filed, Park held a General Assembly meeting. The court later determined that the meeting

was not properly called and that it had no force and effect under the KCCH

Constitution because it was based upon invalid notice and procedure.

In December 2007, Hur opened a bank

account in the name of KCCH at Central Bank, and Park led a worship service of

former KCCH members at an outside facility.

The Board, however, also continued to govern the KCCH. The Board, acting in the absence of Park,

provided notice of its disciplinary action decisions with respect to over 20

KCCH members to the Council of Deacons.

In January, a notice issued that

the Council of Deacons would hold a meeting on January 27. On January 27, the Council of Deacons held a

meeting and unanimously voted to terminate Park or, alternatively, to accept

his resignation.

After notice was provided, the

General Assembly had an extraordinary meeting in February 2008 for the purpose

of terminating Park or alternatively, accepting his resignation. The General Assembly made an affirmative vote

to terminate Park or, alternatively, to accept his resignation. At the meeting, the General Assembly also

approved the 2008 KCCH budget.

Each cause number related to this

litigation was transferred to the 165th District Court, which subsequently

consolidated all matters into cause number 2007-70842. The parties appeared before the court and the

court announced that the matter would be assigned to a Special Master for

consideration. The trial court ordered

the Special Master to make findings of fact and conclusions of law and to

answer various questions presented by the parties. All parties submitted numerous exhibits,

arguments, and questions to the Special Master.

The Special Master presented the parties with her findings of fact and

conclusions of law. The parishioners

objected to the findings of fact in their “entirety.” The parishioners also specifically objected

to 12 conclusions of law, requesting modification of these 12 conclusions.

The trial court adopted the Special

Master’s findings of fact and conclusions of law. The trial court denied all relief sought by the

parishioners, noted that the Board properly terminated Park and Ok, and entered

a permanent injunction. In the

injunction, the court permanently enjoined the parishioners from certain

activities at KCCH. The court also enjoined

Chul Hong Park and Seung Woong Ok from entering KCCH premises or property, and

from performing pastoral duties at KCCH.

Finally, the court enjoined the parishioners from entering KCCH premises

or property, as well as from attending services at KCCH, from participating in

church administrative duties and from identifying themselves as members of

KCCH. The trial court ordered the

parishioners to pay attorney’s fees and costs.

This appeal followed.

Special Master’s Conclusions of Law

The parishioners contend the trial

court erred because it adopted an erroneous conclusion of law from the Special

Master. Specifically, the parishioners assert

that without Park’s presence, the KCCH Board could not suspend Park’s duties

and could not terminate Park. Furthermore,

the parishioners assert that any act taken without Park’s presence was an

illegal ultra vires act.

A. Standard of Review

“Appellate

courts review a trial court’s conclusions of law as a legal question.” BMC

Software Belgium, N.V. v. Marchand , 83 S.W.3d 789, 794 (Tex. 2002). “The appellant may not challenge a trial

court’s conclusions of law for factual insufficiency; however, the reviewing

court may review the trial court’s legal conclusions drawn from the facts to

determine their correctness.” Id.

“If the reviewing court determines a conclusion of law is erroneous, but

the trial court rendered the proper judgment, the erroneous conclusion of law

does not require reversal.” Id. ; see

also In re J.J.L.-P. , 256 S.W.3d

363 , 376 (Tex. App.—San Antonio 2008, no pet.) (observing that erroneous

conclusions of law need not prompt reversal if judgment can be sustained on any

legal theory supported by evidence).

B. Analysis

The parishioners contend the trial

court erroneously concluded that the Board could act, suspend, or terminate

Park without his presence on the Board.

The court, through the Special Master, analyzed the KCCH

Constitution. The KCCH Constitution

includes the following provisions:

ARTICLE 38: When the pastor

is found incapable of performing his duty due to breach of covenant embodied

either in the Statement of Faith as set forth in Part 2 of this Constitution or

oath of office offered in his installment ceremony, for health reasons, or due

to his misconduct of a serious nature, a resolution shall be adopted to remove

him from office or suspend his duty with 2/3 or more consenting votes of each

of the Board, the Counsel and the General Assembly.

. . . .

Article 40: Structure of the Board of Elders (the Board) — the

Board is composed of senior pastor and active elders of the church. The senior pastor serves as the chairman and

the Board names a secretary for recordings and liaison. The chairman and the majority of the Board

members constitute quorum for meetings.

In case the chairman is on leave, a temporary chairman shall be elected

from among the Board members.

. . . .

Article 64: The Church disciplinary actions consist of

four types: reprimand, suspension, dismissal and excommunication, and ranges of

the disciplines are as following.

Disciplinary matters shall be investigated by the Board and the Board’s

decision shall be notified to the subject and the Council.

1. Reprimand: Self

restraint for a period of at least one month.

2. Suspension: Loss

of position held, for up to one year.

3. Dismissal:

Forfeiture of rights to hold any office.

4. Excommunication: Removal of the name from the

Church

roster.

. . . .

Addendum, Article 2: In the course of enactment for any

particulars not covered in this Constitution, customary practices take place of

the Constitution. For those cases [where]

the customary practices are ambiguous[,] the Board and the Council may decide

on its disposition.

The trial court adopted the following pertinent conclusions

of law of the Special Master, who based her analysis on the Constitution:

8. The actions of the [Board] on November

11, 2007, to terminate Senior Pastor Park as Chairman of the [Board] and to

suspend Senior Pastor Park were proper pursuant to Article 38 of the

Constitution and Article 64 of the Constitution.

.

. . .

14. The [Board] is empowered to unilaterally

discipline members of the church pursuant to Article 64 of the Constitution.

Article 64 does not require

progressive discipline within the four categories . . . .

15. The discipline of members, in December

2007, by the [Board], which was duly elected and conducting business in absence

of a senior pastor, was proper pursuant to Article 64 of the Constitution.

16. The actions on January 6, 2008, of the [Board]

were proper under the Constitution.

.

. . .

20.

Senior Pastor Park’s termination as

Pastor of KCCH became effective February 10, 2008.

The record and the KCCH Constitution

support the trial court’s findings and conclusions. First, as the trial court concluded, the

board was not required to meet to terminate Park. Article 38 controls termination and

suspension of a pastor under the KCCH Constitution. Article 38 does not refer to requirements of

a quorum nor does it require the Board to meet to raise and consent to a

resolution to terminate or suspend a pastor.

Rather, Article 38 points out that to terminate a pastor or to suspend

his duties, a resolution must be raised by the Board, and two-thirds, or four out

of the six members, must consent to the resolution through a consenting

vote. After two-thirds of the Board

consent, two-thirds of the Council of Deacons and then two-thirds of the General

Assembly must approve the resolution before the Pastor is considered terminated

under the KCCH Constitution.

This process outlined in Article 38

was followed by the Board, the Counsel of Deacons, and the General Assembly. Five of the six Board members passed a

resolution for the permanent termination of Park. The Council of Deacons unanimously voted to

pass the resolution to terminate Park. Finally,

the General Assembly affirmatively voted by more than two-thirds to terminate

Park. We conclude that the Board was not

required by the Constitution to hold a meeting to terminate Park, and that the

Board and KCCH properly followed the procedures outlined in Article 38 when it

terminated Park. Park’s termination was

also consistent with Article 64, which, without reference to a meeting

requirement, allows the Board to discipline members of the church, up to and

including dismissal and excommunication from the church.

Second, contrary to the parishioners’

assertions, the Board reached a quorum once they appointed a temporary chairman

because the KCCH Constitution allowed them to appoint a temporary chairman when

Park was on “leave” from the meetings. Under

Article 40 of the KCCH Constitution, if the permanent chairman is on “leave,” a

quorum may be reached with a temporary chairman that shall be elected from

among the Board members. Although neither

the Constitution nor the Operating Rules define “leave,” Article 26.3 indicates

that “leave” does not just refer to a self-imposed leave of absence, but can

also refer to situations in which the Board has suspended a pastor. Article 26.3 allows the Board to place an

elder on a “leave of absence” as a disciplinary action for failing to behave

virtuously. Article 26.3 states,

When an elder fails to

behave virtuously on behalf of the Church, fails to meet the provisions of

qualification as set forth in the Article 25, or wishes not to serve in active

duty, the Board shall decide for resignation or leave of absence for a period

of time. The leave is limited to one

year in length and can be repeated no more than twice.

Article 26.3 shows that one meaning of “leave”

includes a leave of absence imposed by the Board. Furthermore, Article 2 of the Addendum notes

that when “particulars” are “not covered in this Constitution, customary

practices take place of the Constitution,” and if the “customary practices are

ambiguous, the Board and the Council may decide” on the disposition of the

matter. We conclude the trial court was

correct in determining that “leave,” as found in Article 40, may include

situations in which the Board has unilaterally resolved to terminate or place a

senior pastor on a leave of absence.

The record shows that the Board unilaterally

resolved to suspend all of Park’s duties, including his chairmanship of the Board,

and that five of the six Board members consented to the resolution through

their votes. Five members constitute

over two-thirds of the Board. Once

two-thirds of the Board voted, Park was properly placed on “leave.” With Park on leave, pursuant to Article 40,

the Board could act at meetings by reaching a quorum through their appointment

of a temporary chairman. We hold that

the trial court correctly concluded that Park was properly terminated pursuant

to Article 38, and that the quorum was met pursuant to Article 40 through the

Board’s appointment of a temporary chairman.

See BMC Software , 83 S.W.3d at

794 .

We

overrule the first issue.

Permanent Injunction

In

their second issue, the parishioners contend the trial court erred by

permanently enjoining them without holding an evidentiary hearing.

A. Standard of

Review

Whether to grant a permanent or

temporary injunction is ordinarily within the sound discretion of the trial

court and, on appeal, the appellate court will limit its review of the trial

court’s action to the question of whether the action constituted a clear abuse

of discretion. Computek Computer & Office Supplies, Inc. v. Walton , 156 S.W.3d

217, 220 (Tex. App.—Dallas 2005, no pet.).

Generally, a permanent injunction should not be entered unless the trial

court has held a full evidentiary hearing.

State v. Gibson’s Distributing Co. ,

436 S.W.2d 122, 124 (Tex. 1968); cf.

Citizens State Bank of Sealy, Tex. v. Caney Investments , 746 S.W.2d 477,

478 (Tex. 1988) (noting it was error to deny right to trial by jury at hearing

on permanent injunction).

In this case, the trial court entered the permanent

injunction based upon the findings of a Special Master. The appointment of a Special Master is done

in exceptional circumstances when there is good cause. Tex.

R. Civ. P. 171. Once appointed,

the Special Master shall perform all of the duties required of him by the

court, shall be under orders of the court, and have such power as a master in

chancery has in a court of equity. See id.

The Special Master may require the production of evidence, rule on the

admissibility of evidence, and may examine witnesses. Id. When requested by a party, the Special Master

shall make a record of the evidence offered and excluded in the same manner as

provided for a court sitting in the trial of a case. Id. The court may confirm, modify, correct,

reject, reverse, or recommit the Special Master’s report, after it is filed, as

the Court may deem proper and necessary in the particular circumstances of the

case. See id.

If no proper objection is made to the Special Master’s report

before the trial court adopts it, the report becomes conclusive on the issues

considered by the Special Master. Lesikar

v. Moon , 237 S.W.3d 361, 371

(Tex. App.—Houston [14th Dist.] 2007, pet. denied); Young v. Young , 854 S.W.2d 698, 701 (Tex. App.—Dallas 1993, writ

denied); Owens-Corning Fiberglas Corp. v.

Caldwell , 830 S.W.2d 622, 625 (Tex. App.—Houston [1st Dist.] 1991, orig.

proceeding); Minnich v. Jones , 799

S.W.2d 327, 328 (Tex. App.—Texarkana 1990, no writ). It is the burden of the party dissatisfied

with the Special Master’s report to make specific objections to the report,

before the court adopts the report. Lesikar , 237 S.W.3d at 371 ; Novotny v. Novotny , 665 S.W.2d 171, 173

(Tex. App.—Houston [1st Dist.] 1984, writ dism’d). To the extent the Special Master’s report is challenged

by exceptions, the Special Master’s report is not binding and the contested

fact issues are to be tried de novo before the court if a jury has not been

requested, or before a jury if one has been requested. Lesikar ,

237 S.W.3d at 371 . Specific objections

to the Special Master’s report are timely if made before the trial court adopts

the Special Master’s report. Young , 854 S.W.2d at 701 n.6.

B. Analysis

In

the court’s final judgment, it adopted the Special Master’s findings of fact

and conclusions of law and entered the findings and conclusions as the court’s

findings of fact and conclusions of law.

Based on the Special Master’s findings and conclusions, it then

permanently enjoined Park, Ok, and the parishioners, from certain specified

activities related to the KCCH Church.

The

record shows that the parishioners made only a general objection to the Special

Master’s findings of fact. They stated,

“[We] object to the Special Master’s Findings of Fact, Conclusions of Law, and

Answers to questions Posed by the Parties in their entirety . . . .” On the other hand, they made specific

objections to 12 of the Special Master’s conclusions of law. Because they made only a general objection to

the findings of fact, the objection by the parishioners was insufficient to

advise the court of a fact issue that would require an evidentiary hearing. See

Lesikar , 237 S.W.3d at 371 (“It is the dissatisfied party’s burden to make

specific objections before the report is adopted by the court.”); Campbell v. C.D. Payne & Geldermann

Sec., Inc. , 894 S.W.2d 411, 425 (Tex. App.—Amarillo 1995, writ denied)

(characterizing objection to “charge in its entirety” as general objection).

Without a proper objection to any

of the Special Master’s findings of fact, we conclude the findings became

conclusive when the trial court adopted them, and that there were no longer any

disputed factual matters once the court adopted the findings. Although the general rule is that a court

must hold an evidentiary hearing before issuing a permanent injunction, when

there is an agreed statement of facts, and the trial court is not called upon

to resolve any disputed factual matters, no evidentiary hearing is

required. Int’l Union v. General Motors Corp. , 104 S.W.3d 126, 129 (Tex.

App.—Fort Worth 2003, no pet.). Instead,

the trial court simply renders judgment as a matter of law, based upon the agreed

facts. Id. (citing Harris County Appraisal Dist. v. Transam.

Container Leasing Inc. , 920 S.W.2d 678, 680 (Tex. App.—Houston [1st Dist.]

1995, writ denied) (holding that sole issue on appeal from trial on agreed

facts is whether trial court properly applied law to agreed facts)). Because there were no disputed facts, we

conclude the trial court did not abuse its discretion by issuing the permanent

injunction without holding an evidentiary hearing. See

Lesikar , 237 S.W.3d at 374–75; Computek

Computer , 156 S.W.3d at 220 .

We overrule the second issue.

Conclusion

We affirm the judgment of the trial

court.

Elsa

Alcala

Justice

Panel

consists of Justices Jennings, Alcala, and Massengale.