E. A director is not deemed to have the duties of a trustee ofa trust with respect to the corporation or with respect to anyproperty held or administered by the corporation, includingproperty that may be subject to restrictions imposed by the donor ortransferor of the property.
Art. 1396-2.28. GENERAL STANDARDS FOR DIRECTORS. A. Adirector shall discharge the director's duties, including thedirector's duties as a member of a committee, in good faith, withordinary care, and in a manner the director reasonably believes tobe in the best interest of the corporation.
So what does that mean? For our purposes it clearly means that the directors have a fiduciary relationship and duty to the corporation. Which begs the next question, what is the corporation? The corporation or any corporation is defined by its articles of incorporation. [small caveat - some parishes in Fort Worth may not be incorporated however there is some reason to believe the analysis would apply to them too.] The parishes that are incorporated under Texas law are bound by this section of Texas law.
The Canons of the diocese of Fort Worth allow incorporation. Specifically:
The articles of incorporation must expressly provide that such corporation is subject to, and its powers and rights shall be exercised in accordance with, the Constitution and Canons of the Episcopal Church in the
and the Constitution and Canons of this Diocese. United States of America
You will notice that the Canon requires that the articles of incorporation make the corporation (read parish) subject to the Constitution and Canons of the National Church. The Canons further require that new parishes will abide by the Constitution and Canons of the National Church.CANON 22
FORMATION OF NEW PARISHES
We, the undersigned, do associate ourselves together for the purpose of maintaining the worship of God and the preaching of the Gospel, according to the doctrine, discipline and worship of the Episcopal Church in the United States of America, in the town of _________________________, in the State of Texas, and do promise to abide by and conform to the Constitution and Canons of the General Convention and of the Diocese of Fort Worth.
You see the problem with the analysis of the Chancellor of the diocese of Fort Worth is that he does not account for the fiduciary duty of the vestry members in the first act moving away from TEC.
The parishes (corporations) as they existed before "the troubles" were formed under articles of incorporation and canons that had the parish a part of TEC and they agreed to abide by the Constitution and Canons of TEC. Any act that a vestry member contemplates that removes this or violates this, violates their fiduciary duty to the corporation/parish as formed. They may feel they have a valid reason for violating the duty, but this is a completely different question. The Chancellor of the Diocese of Fort Worth would suggest that there is no duty and this is simply incorrect.
I don't know if the articles of incorporation of the parish/corporations in Fort Worth have been amended but that doesn't matter. Amending the articles of incorporation in this way would violate the duty owed to the original corporation.
Whether this was an oversight or something worst on the part of the Chancellor of the Diocese of Texas it is misleading and not helpful. If vestry members in Fort Worth were truly looking for some guidance as they make some difficult decisions, they didn't get it.