Foundation for the Advancement of Catholic Schools, Inc. v. Blair

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2 ,0 0 Conn. App. 793
Foundation for the Advancement of Catholic Schools, Inc. v. Blair

FOUNDATION FOR THE ADVANCEMENT OF
CATHOLIC SCHOOLS, INC., ET AL. v.
THE MOST REVEREND LEONARD
P. BLAIR ET AL.
(AC 46603)
Seeley, Westbrook and Prescott, Js.

Syllabus

The plaintiffs, a corporation and five members of its board of trustees,
appealed from the trial court’s judgment dismissing, for lack of subject
matter jurisdiction, their declaratory judgment action that sought, inter alia,
an interpretation of the corporation’s bylaws governing the appointment of
trustees to its board. The plaintiffs, who had commenced the action after
certain appointments to the board were made by the named defendant, the
former archbishop of the diocese of Hartford, claimed that the court erred
in determining that exercising jurisdiction over the action would have vio-
lated the free exercise and establishment clauses of the first amendment
to the United States constitution because adjudicating the dispute would
have resulted in the excessive entanglement of government and religion.
Held:

The trial court improperly granted the defendants’ motion to dismiss for
lack of subject matter jurisdiction on the basis of its determination that the
plaintiffs’ action asked the court to entangle itself in matters of religious
doctrine and practice and church polity, as there was no first amendment
barrier prohibiting the court from applying neutral principles of state law
governing corporations to the secular language of the corporation’s bylaws
for the purpose of declaring the process to be followed in appointing board
members and determining the validity of certain appointments to the board.

This court declined to adjudicate the defendants’ alternative grounds for
affirming the judgment, specifically, that the plaintiffs’ lacked standing to
bring the action, because doing so would have required a resolution of
disputed jurisdictional facts, which require an evidentiary hearing, and, thus,
the case was remanded to the trial court for consideration of those standing
claims and a hearing thereon.

Argued October 7, 2024—officially released February 25, 2025

Procedural History

Action for a declaratory judgment, inter alia, determin-
ing whether the appointment of certain trustees to the
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Foundation for the Advancement of Catholic Schools, Inc. v. Blair

named plaintiff’s board of trustees by the named defen-
dant was in compliance with its bylaws and other gov-
erning documents, brought to the Superior Court in the
judicial district of Hartford, where the trial court, Noble,
J., granted the defendants’ motion to dismiss and ren-
dered judgment thereon, from which the plaintiffs
appealed to this court. Reversed; further proceedings.
James M. Moriarty, with whom, on the brief, was
Eric Henzy, for the appellants (plaintiffs).
Hannah F. Kalichman, with whom, on the brief, was
Richard P. Colbert, for the appellees (defendants).
Michael E. Roberts, former human rights attorney,
filed a brief for the Commission of Human Rights &
Opportunities as amicus curiae.

Opinion

SEELEY, J. The plaintiffs, Foundation for the Advance-
ment of Catholic Schools, Inc. (FACS), and five mem-
bers of its Board of Trustees (board),1 appeal from the
judgment of the trial court dismissing, for lack of sub-
ject matter jurisdiction, their complaint against the
defendants, the Most Reverend Leonard P. Blair; Rever-
end Ryan M. Lerner; Reverend Michael Whyte; Rever-
end Jeffrey Romans; Reverend Daniel G. Keefe; and
Matthew A. Byrne. On appeal, the plaintiffs claim that
the court improperly dismissed their complaint for lack
of subject matter jurisdiction after concluding that exer-
cising jurisdiction over the action would violate the free
exercise and establishment clauses of the first amend-
ment to the United States constitution because adjudi-
cating the dispute would result in the excessive entan-
glement of government and religion. We conclude that
the trial court improperly determined that the first
1
The five members are Brian A. Giantonio, Charles E. Hunt, Patricia A.
Teufel, Nancy M. Palmisano, and Anita L. Schepker.
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amendment bars adjudication of the plaintiffs’ claims
and, accordingly, reverse the judgment of the court.
The following undisputed factual and procedural his-
tory, as set forth by the court, Noble, J., in its memoran-
dum of decision dated June 15, 2023, dismissing the
plaintiffs’ complaint, is relevant to our resolution of this
appeal. ‘‘This action arises from a dispute over [FACS’]
bylaws, specifically, those governing the . . . author-
ity to appoint members [to its board]. FACS is a Con-
necticut nonstock corporation incorporated in 1983 to
promote Catholic education within the Archdiocese of
Hartford (AOH) by raising funds and providing scholar-
ships to students who want to attend an AOH school.
. . . Pursuant to FACS’ bylaws, the [board] consists of
twenty-one members: fifteen lay members and six ex
officio members compris[ed] of the sitting Archbishop
of Hartford and certain other religious and lay represen-
tatives of the AOH. . . .
‘‘Prior to 2005, the appointment of [the] members [of
the board] was the sole prerogative of the archbishop.
. . . In 2005, [FACS’] bylaws were amended to add a
Governance Committee [(committee)] [that was]
tasked with nominating a slate of candidates for open
and vacant trustee positions. This slate of candidates
would then be given to the archbishop to make appoint-
ments to the board. The current dispute arose in August,
2019, over whether the archbishop may appoint board
members other than those nominated by the . . . com-
mittee. The plaintiffs claim that the archbishop may
only appoint trustees exclusively from the names nomi-
nated by the . . . committee. The defendants claim
that the bylaws do not bind the archbishop to accept
the nominations and, instead, the archbishop may reject
the nominations put forth by the . . . committee and
appoint trustees to the board not nominated by the
. . . committee.
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‘‘The present action was commenced after certain
appointments were made to the board by [then] Arch-
bishop Leonard Blair2 on July 8, 2020, and February
22, 2021. Between July 8, 2020, and February 22, 2021,
Archbishop Blair appointed five new individuals to the
board. . . . Archbishop Blair further communicated,
[in letters dated July 10, 2020] to two board members
whose terms had expired that the new board members
appointed on July 8, 2020, had replaced them. . . . The
plaintiffs have refused to accept these appointments,
as the appointments were not made from the list of
names provided by the . . . committee. [This] action
was commenced [by service of process on October 6,
2021]. [The plaintiffs] fil[ed] . . . a complaint, writ, and
summons on October 7, 2021.3
‘‘In their motion to dismiss, the defendants argue[d]
that the plaintiffs lack[ed] standing for four reasons
. . . . On August 26, 2022, the court, sua sponte, raised
the issue of subject matter jurisdiction based upon the
first amendment right to religious freedom. The court
requested additional briefing on (1) whether it was
deprived of subject matter jurisdiction by operation of
the first amendment to the United States constitution
and article first, § 3, of the constitution of Connecticut,
(2) whether an evidentiary [hearing] needed to be held,
and (3) whether § 7 of the 2005 bylaws mandates the
2
It appears that, while this appeal was pending, Archbishop Blair was
succeeded in office by Archbishop Christopher J. Coyne. Neither the plain-
tiffs nor any of the defendants have sought to substitute Coyne for Blair as
a defendant. See Practice Book § 62-5 (‘‘[a]ny change in the parties to an
action pending an appeal shall be made in the court in which the appeal is
pending’’). In light of our conclusion that the trial court improperly rendered
a judgment of dismissal and that this case should be remanded for further
proceedings, the plaintiffs are ordered to seek substitution in the trial court
upon remand.
3
‘‘The action seeks a declaratory judgment regarding the interpretation
of the bylaws governing appointments to the board (count one) and a judicial
determination invalidating the board appointments made by Archbishop
Blair in July, 2021, and February, 2022 (count two).’’
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archbishop to make appointments to the board . . .
once nominations have been submitted to him. A hear-
ing was held on November 29, 2022.’’ (Citations omitted;
footnote added; footnote in original; footnotes omitted.)
After both parties submitted supplemental briefing
on the issue of subject matter jurisdiction, the court
issued a memorandum of decision in which it concluded
that, ‘‘[n]otwithstanding its formal status as a nonstock
corporation . . . FACS is a religious organization with
ecclesiastical doctrine and practices’’ and that ‘‘the
court [could not] neutrally apply principles of corporate
bylaw interpretation [in this case] without intruding
upon the archbishop’s religious decision-making author-
ity.’’ The latter conclusion was based on the court’s
determination that ‘‘the plaintiffs are seeking [a] declar-
atory judgment concerning the process by which trust-
ees are appointed to FACS’s board pursuant to its
bylaws’’ and ‘‘[i]t is undisputed that the archbishop
speaks for the AOH as an ecclesiastical authority and
ultimately it is ‘the archbishop who shall make appoint-
ments to the board.’ ’’ The court further concluded that
adjudicating the plaintiffs’ claims would entangle it in
‘‘matters of religious doctrine, religious practices and
church polity,’’ namely, ‘‘the religious context in which
the archbishop appoints members to the board of a
religious organization . . . .’’ Notably, the court
reached this conclusion without referring to any spe-
cific doctrine, practice, or polity concerns that would be
implicated by an adjudication of the plaintiffs’ claims.
Thus, the court dismissed the plaintiffs’ complaint on
the ground that it lacked subject matter jurisdiction
pursuant to the first amendment to the federal constitu-
tion and article first, § 3, of the Connecticut constitu-
tion, and, in light of that ruling, declined to address the
issue of standing raised in the defendants’ motion to
dismiss. After the court rendered its judgment of dis-
missal, the plaintiffs filed this appeal.
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The plaintiffs claim that the court improperly dis-
missed their complaint for lack of subject matter juris-
diction because FACS is not a religious organization,
and that ‘‘[e]ven if FACS is a religious organization, the
. . . court could have, and should have, decided the
parties’ straightforward corporate governance dispute
pursuant to the neutral principles of law doctrine.’’ They
reason that, ‘‘[t]he mere fact that the archbishop ulti-
mately makes trustee appointments to the board is not
enough to require abstention and to compel dismissal,
as it would give the archbishop a preferred position in
our society.’’ (Internal quotation marks omitted.) The
plaintiffs claim further that ‘‘there is nothing in the
record to support the conclusion that applying neutral
principles of law would entangle the court in matters
of religious doctrine and practices and church polity,’’
because the plaintiffs are asking the court only ‘‘to
declare the process to be followed in appointing . . .
trustees [to the board].’’ The plaintiffs assert that they
have not ‘‘question[ed] the archbishop’s religious deci-
sion-making authority,’’ nor have they ‘‘raise[ed] mat-
ters of religious doctrine or practices, as opposed to
matters of civil corporate governance and practices,’’
as their requested relief pertains ‘‘solely to matters of
[the] corporate governance process based on [FACS’]
bylaws.’’ (Emphasis in original.)
The defendants counter that the court correctly
decided that FACS is a religious organization and that
subject matter jurisdiction is lacking because neutral
principles of law cannot be applied here. They argue
that resolving these claims by relying only on neutral
principles of law is impossible because ‘‘the archbishop
exercised his religious discretion to appoint FACS
board members’’ and ‘‘an examination of the religious
reasoning of an ecclesiastical authority is off-limits for
a secular court, regardless of whether the underlying
dispute could ordinarily be decided by . . . neutral
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principles of contract or corporate law.’’ They further
argue that ‘‘the archbishop’s decisions about who
should have stewardship over school funding implicates
Catholic doctrine, and his judgment as to who is best
suited for a board seat at a religious organization like
FACS cannot be reviewed by a secular court without
calling into question his religious judgment as to how
best to support the schools and their underlying doc-
trinal mission.’’ As an alternative ground for affirming
the court’s decision, the defendants have set forth four
reasons to support their claim that the plaintiffs lack
standing.
Before we address the parties’ claims on appeal, we
first set forth the standard of review that applies to a
court’s dismissal of an action for lack of subject matter
jurisdiction. ‘‘Subject matter jurisdiction involves the
authority of a court to adjudicate the type of contro-
versy presented by the action before it. . . . A court
does not truly lack subject matter jurisdiction if it has
competence to entertain the action before it. . . . Once
it is determined that a tribunal has authority or compe-
tence to decide the class of cases to which the action
belongs, the issue of subject matter jurisdiction is
resolved in favor of entertaining the action. . . . It is
well established that, in determining whether a court
has subject matter jurisdiction, every presumption
favoring jurisdiction should be indulged. . . . Hepburn
v. Brill, 348 Conn. 827, 838–39, 312 A.3d 1 (2024).
[B]ecause [a] determination regarding a trial court’s
subject matter jurisdiction is [primarily] a question of
law, our review is plenary. . . . Moreover, [i]t is a fun-
damental rule that a court may raise and review the
issue of subject matter jurisdiction at any time. . . .
Subject matter jurisdiction involves the authority of the
court to adjudicate the type of controversy presented
by the action before it. . . . [A] court lacks discretion
to consider the merits of a case over which it is without
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jurisdiction . . . . The subject matter jurisdiction
requirement may not be waived by any party, and also
may be raised by a party, or by the court sua sponte,
at any stage of the proceedings, including on appeal.’’
(Internal quotation marks omitted.) Commission on
Human Rights & Opportunities v. Travelers Indem-
nity Co., 228 Conn. App. 803, 809–10, 326 A.3d 557
(2024); see also Karen v. Loftus, 228 Conn. App. 163,
175–76, 324 A.3d 793, cert. denied, 350 Conn. 924, 325
A.3d 1094 (2024).4
I
We first address the plaintiffs’ claim that the court
improperly dismissed their action for lack of subject
matter jurisdiction on the basis of its determinations
that (1) FACS is a religious organization and (2) the
plaintiffs’ claims are ‘‘inextricably intertwined with the
religious context in which the archbishop appoints
members to the board of [FACS], a religious organiza-
tion,’’ such that the court could not ‘‘neutrally apply
principles of corporate [law] without intruding upon
4
The amicus, the Commission on Human Rights and Opportunities, urges
us to determine that ‘‘constitutional religion doctrines’’ do not impede a
court’s subject matter jurisdiction. We decline to do so because adopting
that position would require us to overrule our own precedent in Thibodeau
v. American Baptist Churches of Connecticut, 120 Conn. App. 666, 994 A.2d
212, cert. denied, 298 Conn. 901, 3 A.3d 74 (2010), a case in which this court
affirmed the dismissal of an action for lack of subject matter jurisdiction
on first amendment establishment clause grounds; id., 667–68; and in which
our Supreme Court denied certification to appeal. See Thibodeau v. Ameri-
can Baptist Churches of Connecticut, 298 Conn. 901, 3 A.3d 74 (2010);
accord Abdelhak v. Jewish Press, Inc., 411 N.J. Super. 211, 235, 985 A.2d 197
(App. Div. 2009) (affirming dismissal for lack of subject matter jurisdiction
on first amendment establishment clause grounds); Hafif v. Rabbinical
Council of Syrian & Near Eastern Jewish Communities in America, 140
App. Div. 3d 1017, 1017, 34 N.Y.S.3d 160 (2016) (same). ‘‘It is axiomatic that
we cannot overrule the decision made by another panel of this court in the
absence of en banc consideration’’; State v. Freddy T., 200 Conn. App.
577, 589 n.14, 241 A.3d 173 (2020); and ‘‘that this court cannot overrule or
reconsider the decisions of our Supreme Court.’’ State v. Corver, 182 Conn.
App. 622, 638 n.9, 190 A.3d 941, cert. denied, 330 Conn. 916, 193 A.3d
1211 (2018).
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the archbishop’s religious decision-making authority.’’
We need not decide whether FACS is a religious organi-
zation because, even if we assume, without deciding,
that it qualifies as such, we conclude that the claims
raised in the plaintiffs’ action can be resolved by
applying neutral principles of law.
The following legal principles concerning the religion
clauses of the first amendment to the United States
constitution are relevant to our resolution of this claim.5
‘‘The first amendment to the United States constitution
protects religious institutions from governmental inter-
ference with their free exercise of religion. . . . The
first amendment [also] prohibits the excessive entangle-
ment of government and religion. . . . [T]he first
amendment has been interpreted broadly to severely
[circumscribe] the role that civil courts may play in
resolving . . . disputes concerning issues of religious
doctrine and practice. . . . Under both the free exer-
cise clause and the establishment clause, the first
amendment prohibits civil courts from resolving dis-
puted issues of religious doctrine and practice. . . .
Under [the] excessive entanglement analysis . . .
claims requiring courts to review and to interpret reli-
gious doctrine and practices are barred by the first
amendment.’’ (Citations omitted; internal quotation
5
The first amendment to the United States constitution provides in rele-
vant part: ‘‘Congress shall make no law respecting an establishment of
religion, or prohibiting the free exercise thereof . . . .’’
Although the court also cited to our state constitution in its memorandum
of decision, it did not engage in any independent state constitutional analysis,
nor have the defendants done so at any stage of the proceedings. Further-
more, our appellate courts have not yet had occasion to determine the
extent to which the religion clauses of the state constitution prohibit a civil
court from exercising jurisdiction. Therefore, we assume without deciding
that the protections provided in the religion clauses of our state constitution
are equivalent to those provided by the first amendment and limit our review
to whether the plaintiffs’ claims are prohibited by the federal constitution.
See Thibodeau v. American Baptist Churches of Connecticut, 120 Conn.
App. 666, 668 n.3, 994 A.2d 212, cert. denied, 298 Conn. 901, 3 A.3d 74 (2010).
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marks omitted.) Tilsen v. Benson, 347 Conn. 758, 770–
71, 299 A.3d 1096 (2023). ‘‘The establishment clause’s
preclusion against inquiring into religious matters has
been described broadly as the ‘ecclesiastical abstention
doctrine . . . .’ ’’ Id., 772–73.
‘‘Freedom of religion is guaranteed not only to indi-
viduals but also to churches, and church organizations,
which have power to decide for themselves, free from
state interference, matters of church government as
well as those of faith and doctrine. . . . At least since
[Watson v. Jones, 80 U.S. (13 Wall.) 679, 727, 20 L. Ed.
666 (1871)], the Supreme Court consistently has held
that civil courts are prohibited by the first amendment
from adjudicating disputes turning on church policy
and administration or on religious doctrine and prac-
tice. . . . In short, [as a] general rule . . . religious
controversies are not the proper subject of civil court
inquiry, and . . . a civil court must accept the ecclesi-
astical decisions of church tribunals as it finds them.’’
(Citations omitted; footnote omitted; internal quotation
marks omitted.) Thibodeau v. American Baptist
Churches of Connecticut, 120 Conn. App. 666, 671–73,
994 A.2d 212, cert. denied, 298 Conn. 901, 3 A.3d 74
(2010).
‘‘The constitution, however, does not immunize every
church action from [judicial] review. . . . [C]hurches,
their congregations and hierarchy exist and function
within the civil community . . . [and] it is acknowl-
edged that they are as amenable as other societal enti-
ties to rules governing property rights, torts and crimi-
nal conduct. . . . [Therefore] [i]f a court can resolve
the dispute by applying only neutral principles of law
. . . judicial review may be permissible.’’6 (Citations
6
‘‘The ‘neutral principles of law’ approach was first mentioned approvingly
by the United States Supreme Court in Presbyterian Church in the United
States v. Mary Elizabeth Blue Hull Memorial Presbyterian Church, 393
U.S. 440, 89 S. Ct. 601, 21 L. Ed. 2d 658 (1969). In that case, the Supreme
Court noted that ‘there are neutral principles of law, developed for use in
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omitted; internal quotation marks omitted.) Id., 673; see
also Episcopal Church in the Diocese of Connecticut
v. Gauss, 302 Conn. 408, 424–25, 28 A.3d 302 (2011)
(recognizing that church property disputes can ‘‘be
resolved’’ without considering ‘‘doctrinal matters’’
based on ‘‘neutral principles of law by examining the
deeds to church property, local church charters, state
statutes governing the holding of church property and
the constitution and canons of the general church for
language concerning the ownership and control of
church property,’’ in accordance with ‘‘objective, well-
established concepts of trust and property law’’ (inter-
nal quotation marks omitted)), cert. denied, 567 U.S.
924, 132 S. Ct. 2773, 183 L. Ed. 2d 653 (2012).
‘‘Under the neutral principles approach, a court
resolving a dispute arising in a religious context may
be required to examine certain religious documents,
such as a church constitution, but must take special
care to scrutinize the document in purely secular terms,
and not to rely on religious precepts or to resolve a
religious controversy . . . . [Our Supreme] [C]ourt
has concluded that the neutral principles of law
approach is preferable [to the hierarchical approach of
Watson v. Jones, supra, 80 U.S. 725–27],7 because it
provides the parties with a more level playing field, and
the outcome in any given case is not preordained in
all property disputes, which can be applied without ‘‘establishing’’ churches
to which property is awarded.’ [Id., 449.] A year later, the Supreme Court
upheld a Maryland court’s application of the ‘neutral principles of law’
approach to a church-property dispute. [See] Maryland & Virginia Elder-
ship of Churches of God v. Church of God at Sharpsburg Inc., 396 U.S. 367,
90 S. Ct. 499, 24 L. Ed. 2d 582 (1970).’’ (Citation omitted.) Ex parte Alabama-
West Florida Conference of United Methodist Church, Inc., Docket No. SC-
2023-0385, 2024 WL 1592375, *7 n.5 (Ala. April 12, 2024).
7
‘‘[T]he hierarchical deference approach . . . provides that when a
church property dispute has been resolved by the highest judicatory tribunal
of a hierarchical church, civil courts must accept such a decision as final
and binding.’’ (Citation omitted.) Heartland Presbytery v. Presbyterian
Church of Stanley, Inc., 53 Kan. App. 2d 622, 633, 390 P.3d 581 (2017).
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favor of the general church, as happens in practice
under the hierarchical approach. Moreover, as the
[United States Supreme] [C]ourt explained in [Jones v.
Wolf, 443 U.S. 595, 603, 99 S. Ct. 3020, 61 L. Ed. 2d 775
(1979)], the neutral principles approach is completely
secular and relies exclusively on objective, well estab-
lished concepts of trust and property law familiar to
lawyers and judges.’’ (Citation omitted; footnote added;
internal quotation marks omitted.) Tilsen v. Benson,
supra, 347 Conn. 773–74.
Although the neutral principles of law approach ini-
tially was applied by Connecticut courts to church prop-
erty disputes, our Supreme Court recently has clarified
that ‘‘the neutral principles of law doctrine permits
civil courts to decide disputes arising in religious
contexts, so long as they may be resolved solely by a
secular legal analysis that does not implicate or [is] not
informed by religious doctrine or practice.’’8 (Emphasis
added; internal quotation marks omitted.) Id., 774; see
also Serbian Eastern Orthodox Diocese for the United
States & Canada v. Milivojevich, 426 U.S. 696, 710, 96
S. Ct. 2372, 49 L. Ed. 2d 151 (1976) (recognizing first
amendment principle commanding ‘‘courts to decide
church property disputes without resolving underlying
controversies over religious doctrine’’ (internal quota-
tion marks omitted)); Burri Law PA v. Skurla, 35 F.4th
1207, 1212 (9th Cir. 2022) (‘‘[t]he ecclesiastical absten-
tion doctrine provides that a civil court may not adjudi-
cate the correctness of an interpretation of canonical
text or some decision relating to government of the
religious polity’’ (internal quotation marks omitted));
McRaney v. North American Mission Board of the
8
Our Supreme Court also noted the lack of any authority ‘‘indicating that
the recent sea changes to the United States Supreme Court’s establishment
clause jurisprudence [as set forth in Kennedy v. Bremerton School District,
597 U.S. 507, 142 S. Ct. 2407, 213 L. Ed. 2d 755 (2022)] affect the continuing
vitality of the neutral principles of law doctrine, and [our courts] continue
to follow it . . . .’’ Tilsen v. Benson, supra, 347 Conn. 775 n.8.
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Southern Baptist Convention, Inc., 966 F.3d 346, 348
(5th Cir. 2020) (‘‘[t]he ecclesiastical abstention doctrine
recognizes that the [e]stablishment [c]lause of the [f]irst
[a]mendment precludes judicial review of claims that
require resolution of ‘strictly and purely ecclesiastical’
questions’’), cert. denied, U.S. , 141 S. Ct. 2852,
210 L. Ed. 2d 961 (2021); but see Thibodeau v. American
Baptist Churches of Connecticut, supra, 120 Conn. App.
674–75 (cautioning that ‘‘the exception in cases where
neutral principles of law may apply ought not swallow
the first amendment rule’’). Thus, pursuant to Tilsen
and Thibodeau, disputes that arise in a religious context
properly may be adjudicated by a court applying secular
principles of law, so long as doing so does not require
resolution of a strictly and purely ecclesiastical question
of religious doctrine or practice or of church govern-
ment.9
Because the issue in the present case concerns a
corporate governance dispute between church leaders
9
‘‘[M]atters of church government . . . constitute purely ecclesiastical
questions.’’ (Internal quotation marks omitted.) McRaney v. North American
Mission Board of the Southern Baptist Convention, Inc., supra, 966 F.3d
348. The term ‘‘church government’’ references the organizational structure
that a church has adopted for the internal governance of its members. See,
e.g., Smith v. Church of God at Locust Valley, 326 F. Supp. 6, 9 n.6 (D. Md.
1971) (‘‘[w]ith regard to the generally recognized types of church polity, or
forms of church government . . . [a]t least three kinds of internal structure,
or polity, may be discerned; congregational, presbyterial, and episcopal’’
(citations omitted; internal quotation marks omitted)); Elston v. Wilborn,
208 Ark. 377, 378, 186 S.W.2d 662 (1945) (‘‘[s]o far as we know, churches
in the United States may be classified, as regards the form of church govern-
ment, into four groups: papal, episcopal, presbyterial, and congregational’’);
Thomas v. Lewis, 6 S.W.2d 255, 257 (Ky. 1928) (‘‘It may be that all classes
of Christian churches may be brought under . . . three forms of church
government. One is the prelatical form in which the governing power resides
in prelates or diocesan bishops and the higher clergy. . . . Another is the
Presbyterian form in which the governing power resides in assemblies,
synods, presbyteries, and sessions. . . . Another is the independent or con-
gregational form in which the body is self-governing, each single and local
church administering its own government by the voice of the majority of
its members.’’).
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and an allegedly religious organization, the question
before this court is whether the underlying dispute ‘‘may
be resolved solely by a secular legal analysis that does
not implicate or [is] not informed by religious doctrine
or practice.’’ (Internal quotation marks omitted.) Tilsen
v. Benson, supra, 347 Conn. 774. We therefore must
review the plaintiffs’ requested relief and the relevant
language of FACS’ bylaws to determine whether resolv-
ing this dispute requires an inquiry into purely ecclesias-
tical questions of religious doctrine or practice or the
governance, administration or policies of a church.10
In the request for relief set forth in their complaint,
the plaintiffs ask the court for a judgment pursuant to
General Statutes § 52-2911 declaring that (1) ‘‘while the
archbishop has the authority to appoint trustees to the
board, he may only do so from a slate of candidates
presented to him by the . . . committee’’; (2) the board
members appointed by the archbishop on July 8, 2020,
and February 22, 2021, ‘‘were not appointed in compli-
ance with the bylaws and are not validly members of the
board’’; and (3) the board members who were notified
of their replacement by the archbishop in letters dated
July 10, 2020, ‘‘have the right to hold office as trustees
10
The defendants argue that FACS’ bylaws and certificate of incorporation
are ecclesiastical documents. Regardless of whether these documents are
considered ecclesiastical documents, precedent from both the United States
Supreme Court and our Supreme Court establishes that a court may rely
on religious documents under the neutral principles of law approach, as
long as its analysis remains secular. See Jones v. Wolf, supra, 443 U.S. 604
(‘‘The neutral-principles method . . . requires a civil court to examine cer-
tain religious documents, such as a church constitution . . . . In undertak-
ing such an examination, a civil court must take special care to scrutinize
the document in purely secular terms, and not to rely on religious precepts’’);
accord Episcopal Church in the Diocese of Connecticut v. Gauss, supra,
302 Conn. 429 (under ‘‘neutral principles of law approach . . . courts are
allowed to rely on secular, as well as religious documents, including idiosyn-
cratic state statutes and common-law principles’’ (citation omitted)).
11
General Statutes § 52-29 (a) permits the Superior Court to ‘‘declare rights
and other legal relations on request for such a declaration, whether or not
further relief is or could be claimed. . . .’’
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of the board and are entitled to the office of trustee of
the board, until their respective successors, if any, are
lawfully and validly appointed.’’ Although the plaintiffs
present a sanitized version of this request in their appel-
late brief, characterizing it as simply a request ‘‘to
declare the process to be followed in appointing . . .
trustees [to the board]’’; (internal quotation marks omit-
ted); their request clearly asks the trial court not only
to interpret the bylaws to declare the relevant process
for appointments to the board, but also to go a step
further and to invalidate the appointments made by the
archbishop as being of no force or effect pursuant to
the bylaws.
The record establishes that FACS is a nonstock cor-
poration that is subject to the statutory provisions that
apply to all such entities.12 See General Statutes § 33-
1000 et seq. Nonstock corporations are governed by
their bylaws, which consist of ‘‘the code or codes of
rules adopted for the regulation or management of the
affairs of the corporation’’; General Statutes § 33-1002
(4); and are controlled by a board of directors, the
members of which are authorized to exercise corporate
power and to manage the activities, property and affairs
of the corporation. See General Statutes § 33-1080. The
makeup and procedures for electing a corporation’s
board of directors are set forth in its bylaws or certifi-
cate of incorporation. See General Statutes §§ 33-1081
and 33-1082. Consequently, because adjudicating the
plaintiffs’ claims would require a court to determine
what the procedure is for making appointments to the
board under FACS’ bylaws, we must examine the corpo-
ration’s bylaws to determine whether it is possible to
12
Significantly, FACS is not part of or within the hierarchy of the AOH.
In contrast, FACS is an independently established nonstock corporation,
which has permitted the archbishop to be on its board and has granted to
him certain corporate authority relating to the appointment of members to
the board.
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resolve the plaintiffs’ claims by conducting an exclu-
sively secular legal analysis. As stated previously in
this opinion, if such a determination entails judicial
resolution of a question of religious doctrine or practice,
or of the governance, administration or policies of a
church, it is prohibited. See Tilsen v. Benson, supra, 347
Conn. 774; Thibodeau v. American Baptist Churches
of Connecticut, supra, 120 Conn. App. 672. If, however,
the dispute can be resolved solely by relying on secular
legal principles, no such prohibition applies, and the
court must assume jurisdiction over the dispute. See
Tilsen v. Benson, supra, 774.13
To start, article II, § 1, of FACS’ bylaws establishes
the corporation’s ‘‘Board of Trustees,’’ which is equiva-
lent to the corporation’s board of directors, as it is
empowered to ‘‘exercise . . . all powers of the corpo-
ration.’’ See General Statutes § 33-1002 (2) (‘‘‘[b]oard’
or ‘board of directors’ means the group of persons vested
with management of the affairs of the corporation irre-
spective of the name by which such group is desig-
nated’’). Article II, § 4, of FACS’ bylaws, titled ‘‘Vacanc-
ies,’’ provides that vacancies on the board ‘‘shall be
filled by appointment by the Archbishop.’’ Article V,
§ 7,14 of FACS’ bylaws provides for the creation and
13
In fact, several decades ago, in a declaratory judgment action concerning
church property owned by a nonstock corporation, our Supreme Court
recognized that ‘‘[t]he statutes governing nonstock corporations and the
corporate provisions for government of the affairs of the corporation and
the management and control of its corporate assets as set out in its articles
of incorporation . . . seem to provide sufficient neutral principles of law
to enable a civil court to exercise jurisdiction.’’ Clough v. Wilson, 170 Conn.
548, 554, 368 A.2d 231 (1976). In Clough, our Supreme Court emphasized
that disputes arising in religious contexts ‘‘should not be permitted to go
unresolved unless it is clearly apparent that it is beyond the powers of a
civil court to adjudicate it’’; (emphasis added) id.; but affirmed the lower
court’s dismissal of the action because the plaintiffs failed to comply with
the requirements of the rules of practice for requesting a declaratory judg-
ment. See id., 555.
14
Article V, § 7, of FACS’ bylaws, titled ‘‘Governance Committee,’’ pro-
vides: ‘‘The Governance Committee shall consist of persons appointed by
the President in a number determined by the Trustees to be sufficient to
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empowerment of a ‘‘Governance Committee,’’ which is
responsible for nominating ‘‘a slate of qualified candi-
dates’’ for vacant or soon to be vacant board positions,
‘‘for submission to the Archbishop who shall make
appointments to the board . . . .’’ See General Statutes
§ 33-1101 (providing that ‘‘a board of directors may cre-
ate . . . committees’’ that exercise ‘‘the powers of the
board of directors’’ but ‘‘may not . . . fill vacancies on
the board of directors’’). Although the parties do not
dispute that article V, § 7, of FACS’ bylaws is the control-
ling provision with respect to board appointments, the
defendants argue that the court cannot interpret this
provision without impermissibly inquiring into the arch-
bishop’s exercise of ‘‘his religious discretion to appoint
FACS board members.’’
‘‘Courts construe bylaws according to the general
rules of contract construction or statutory construc-
tion.’’ (Footnote omitted.) 8 W. Fletcher, Fletcher Cyclo-
pedia of the Law of Corporations (2024) § 4195; see In
re Color Tile, Inc., 475 F.3d 508, 515 (3d Cir. 2007)
(‘‘[i]t is well established that [t]he rules of contract
interpretation are generally applicable to the interpreta-
tion of bylaws’’ (internal quotation marks omitted)),
quoting IBJ Schroder Bank & Trust Co. v. Resolution
Trust Corp., 26 F.3d 370, 374 (2d Cir. 1994), cert. denied,
514 U.S. 1014, 115 S. Ct. 1355, 131 L. Ed. 2d 213 (1995).
Generally, the rules governing the interpretation of con-
tracts and statutes require courts to defer to the plain
conduct committee business. The Governance Committee shall be specifi-
cally responsible for the nomination, at least seven (7) days prior to the
Annual Meeting, of a slate of qualified candidates for the trustee positions
whose terms are to expire or are vacant. In compiling its slate of candidates,
the Governance Committee shall solicit nominations from the Board of
Trustees and shall include in its slate any person who is nominated by a
Trustee at a duly called Board of Trustees meeting and who receives support
from a majority of Trustees present at such meeting. The Governance Com-
mittee shall submit such slate of candidates to the President of the Corpora-
tion for submission to the Archbishop who shall make appointments to the
Board of Trustees.’’
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and ordinary meaning of language, unless such language
gives rise to ambiguity. See, e.g., Harbour Pointe, LLC
v. Harbour Landing Condominium Assn., Inc., 300
Conn. 254, 260, 14 A.3d 284 (2011) (‘‘We accord the
language employed in the contract a rational construc-
tion based on its common, natural and ordinary mean-
ing and usage as applied to the subject matter of the
contract. . . . Where the language is unambiguous, we
must give the contract effect according to its terms.’’
(Internal quotation marks omitted.)); State ex rel. Dunn
v. Connelly, 228 Conn. App. 458, 486–87, 325 A.3d 1159
(‘‘[p]ursuant to [the plain meaning rule codified in Gen-
eral Statutes] § 1-2z, [the court is] to go through the
following initial steps [when interpreting a statute]:
[f]irst, consider the language of the statute at issue . . .
as applied to the facts of the case; second, if after the
completion of step one, [the court] conclude[s] that, as
so applied, there is but one likely or plausible meaning
of the statutory language, [the court] stop[s] there’’
(internal quotation marks omitted)), cert. denied, 350
Conn. 933, 327 A.3d 386 (2024).

Read plainly, the relevant language in the bylaws
concerning the procedure for appointments to the
board is entirely secular and cannot reasonably be inter-
preted as implicating issues of religious doctrine or
practice or of church government, policy or administra-
tion. Put another way, nothing in the pertinent bylaw
provision indicates that an analysis of the claims raised
by the plaintiffs would require a court to go beyond the
secular legal principles governing corporations and the
interpretation of bylaws and to resolve impermissible
ecclesiastical issues. Section 7 of article V of FACS’
bylaws provides that ‘‘[t]he Governance Committee
shall submit [the] slate of [nominated] candidates to
the President of the Corporation for submission to the
Archbishop who shall make appointments to the Board
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of Trustees.’’ Given this plain and unambiguous lan-
guage—stating that the committee ‘‘shall submit [the]
slate of candidates,’’ and the archbishop ‘‘shall make
appointments to the Board’’—we conclude that a civil
court can adjudicate the plaintiffs’ claims simply by
interpreting the secular language of the bylaws without
ever reaching issues of religious doctrine or practice
or of church government, policy or administration. See
Vaccaro v. Shell Beach Condominium, Inc., 169 Conn.
App. 21, 48, 148 A.3d 1123 (2016) (‘‘[A] contract is unam-
biguous when its language is clear and conveys a defi-
nite and precise intent. . . . The court will not torture
words to impart ambiguity where ordinary meaning
leaves no room for ambiguity.’’ (Internal quotation
marks omitted.)), cert. denied, 324 Conn. 917, 154 A.3d
1008 (2017).
Appellate courts in other jurisdictions have reached
similar conclusions when weighing analogous claims
for declaratory relief in corporate governance disputes
arising in a religious context, and we find their decisions
instructive. For instance, in Bookout v. Shelley, Docket
No. 02-22-00055-CV, 2022 WL 17173526 (Tex. App.
November 23, 2022), the Texas Court of Appeals was
faced with ‘‘an internecine battle for control of [a
church]’’; id., *1; in which the plaintiffs in the underlying
action sought, inter alia, a declaratory judgment resolv-
ing ‘‘whether the [defendants] or [the plaintiffs] are the
rightful directors of [the board of the corporation that
operated the church].’’ Id., *7. The court in Bookout
determined that, on the basis of its ‘‘examination of the
specific declaratory relief sought,’’ ‘‘this cause of action
is, at its core, a dispute over corporate governance, not
religious or doctrinal matters,’’ because ‘‘resolution of
this cause of action does not turn on matters of an
ecclesiastical or inherently religious nature but, rather,
hinges on the interpretation and verification of corpo-
rate documents—including [the church’s] bylaws and
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board minutes—and the [state law governing corpora-
tions] . . . .’’ Id.
Moreover, the court reasoned that, ‘‘[w]hile [the plain-
tiffs] seek a declaratory judgment that ‘[one of the plain-
tiffs, Jonathan Shelley] is the duly appointed and
ordained [p]astor of [the church],’ this determination
turns on the antecedent issue of whether [the defen-
dants] or the [plaintiffs are the] true board of directors
[of the corporation operating the church]. If, as [the
plaintiffs] claim, [the defendants] are not the duly
elected members of [the corporation’s] board, then the
termination letter that they caused to be sent to [Shel-
ley] would be of no force or effect, and since [Shelley’s]
original appointment as [the church’s] pastor in 2019
is not in dispute, he would therefore continue to be
‘the duly appointed and ordained [p]astor of [the
church].’ Thus . . . the trial court will not be required
to involve itself in the inherently ecclesiastical process
of determining whether the church members desire to
sever their relationship with their pastor; rather, the
court will only be required to resolve the antecedent
issue of corporate governance, which, as noted above,
can be accomplished by applying neutral principles of
law to review and verify [the corporation’s] organiza-
tional documents and corporate records, including
board minutes.’’ Id., *8. Accordingly, the Texas Court
of Appeals held that the lower court was permitted to
exercise jurisdiction over the matter given that ‘‘the
resolution of this central issue will involve examining
and verifying corporate records and organizational doc-
uments and evaluating the credibility of witness testi-
mony regarding corporate actions all of which can be
done on a purely secular basis by applying neutral prin-
ciples of law.’’ Id., *7.
Similarly, in Schwimmer v. Welz, 56 App. Div. 3d 541,
542, 868 N.Y.S.2d 671 (2008), the plaintiffs requested a
judicial declaration that they ‘‘are the lawful members
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of the [b]oard of [t]rustees of [a religious organization].’’
In that case, New York’s intermediate appellate court
reversed the trial court’s determination that it lacked
jurisdiction pursuant to the first amendment, stating:
‘‘On the record before us, we cannot conclude that the
issues in this case are nonjusticiable. Membership on
the [b]oard [of trustees] is not conditioned upon any
religious criteria, and the issues raised with respect to
the challenged status of the various individuals claiming
to be [b]oard members concern only notice require-
ments, requisites for the conduct of [b]oard meetings
and elections, and requirements for amending corpo-
rate documents. These questions can be determined
by reference to [the religious organization’s] secular
bylaws, and in accordance with neutral principles of
law, such as those set forth in [state law governing
corporations] . . . . Although matters relating to the
religious leadership of the community may explain why
members of the [b]oard [of trustees] took certain
actions, the case turns not on the motivations of the
[b]oard members but on the actions they took as those
actions relate to the relevant provisions of corporate
governance and statute.’’15 (Citations omitted.) Id., 543–
44.
15
See also Jackson v. George, 146 A.3d 405, 417 (D.C. 2016) (affirming
trial court’s determination that it had subject matter jurisdiction over dispute
between former church congregants and church when trial court ‘‘did no
more . . . than appl[y] neutral principles of law to resolve a dispute about
whether the . . . [claimed] [board of trustees] had been duly elected in
accordance with church bylaws’’ (internal quotation marks omitted)); People
ex rel. Muhammad v. Muhammad-Rahmah, 289 Ill. App. 3d 740, 744–45,
682 N.E.2d 336 (The trial court’s determination that it lacked jurisdiction
over a dispute between a religious corporation and its former corporate
officer regarding removal of the plaintiff as president and chairman of the
corporation’s board of directors was reversed because ‘‘the court was not
required to examine religious doctrine or practice to determine whether
[the] plaintiff had been properly removed as president and chairman of the
board of directors of the corporation. The corporation’s bylaws and the
statute under which it was organized clearly set forth the procedure for
appointment and removal of directors, the notice requirements for directors’
meetings, and other attendant corporate matters. These instruments consti-
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The relief requested by the plaintiffs in the present
case—the interpretation of FACS’ bylaws and the invali-
dation of certain appointments to FACS’ board as unau-
thorized by its bylaws—is akin to the relief requested
by the plaintiffs in Bookout and Schwimmer, and, as in
those cases, resolving the corporate governance dispute
presented by the parties in the present case will require
‘‘examining and verifying corporate records and organi-
zational documents and evaluating the credibility of
witness testimony regarding corporate actions, all of
which can be done on a purely secular basis by applying
neutral principles of law.’’ Bookout v. Shelley, supra,
2022 WL 17173526, *7. In the present case, as in Bookout,
granting the relief requested by the plaintiffs, if war-
ranted, would not interfere with the religious decision-
making of the archbishop, but simply would render
tuted the rules which the members of the mosque chose to be bound by
before the dispute arose. The allegations in [the] plaintiff’s petition required
the court to decide only whether those procedures had been complied with,
and not whether the plaintiff was living as a good Muslim. . . . Accordingly,
we hold that the trial court should have utilized the ‘neutral principles of law’
analysis in ruling on [the] plaintiff’s petition, requiring only the application
of objective [l]egal principles to the corporation’s governing documents and
the interpretation of [state law governing corporations], without reference
or reliance upon Islamic religious doctrine.’’), appeal denied, 174 Ill. 2d 592,
686 N.E.2d 1172 (1997); Esformes v. Brinn, 52 App. Div. 3d 459, 462, 860
N.Y.S.2d 547 (2008) (first amendment did not deprive trial court of jurisdic-
tion over action by members of religious organization challenging ‘‘validity of
. . . elections [to corporation’s board of directors] . . . in contravention
of the [corporation’s] bylaws’’); Johnson v. Antioch United Holy Church,
Inc., 214 N.C. App. 507, 511, 714 S.E.2d 806 (2011) (‘‘Whether [the] [d]efen-
dants’ actions were authorized by the bylaws of the church in no way
implicates an impermissible analysis by the court based on religious doctrine
or practice. . . . Rather, the claim in this case requires the trial court to
apply neutral principles of law to determine whether, inter alia, [the] [d]efen-
dants complied with [state law governing corporations].’’ (Citation omit-
ted.)); Masterson v. Diocese of Northwest Texas, 422 S.W.3d 594, 608 (Tex.
2013) (trial court could exercise jurisdiction and apply neutral principles
of law in property dispute between diocese and local church where property
used by local church was held by nonprofit corporation because ‘‘the corpo-
ration has a secular existence derived from applicable Texas law and the
corporation’s articles of incorporation and bylaws,’’ and its bylaws governed
issue presented).
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any appointments he made to the board in his entirely
secular capacity as a corporate officer for FACS to be
of ‘‘no force or effect’’ if they were unauthorized by the
bylaws or state law. (Emphasis added.) Id., *8. Cer-
tainly, as the court in Schwimmer recognized, a dispute
over corporate governance, specifically the validity of
appointments to and actions undertaken by a religious
organization’s board of directors, can be adjudicated
by applying neutral principles of law if the issue ‘‘turns
not on the motivations of the [b]oard members but on
the actions they took as those actions relate to the
relevant provisions of corporate governance and stat-
ute.’’ (Emphasis added.) Schwimmer v. Welz, supra, 56
App. Div. 3d 544.
The issues presented in this action do not concern
why the archbishop selected certain individuals for the
board but, rather, whether, under the bylaws and our
General Statutes, which govern the validity of actions
undertaken by FACS’ corporate officers, he was author-
ized to appoint individuals who had not been nominated
by the committee of FACS, which, as we have stated
in this opinion, is not a part of the AOH. Consequently,
although a court’s resolution of the issues presented in
the plaintiffs’ action will have some practical effect on
determining the identity of individuals who are selected
to be members of the board of an alleged religious
organization and, potentially, could result in the invali-
dation of appointments made by the archbishop, an
adjudication of the underlying corporate governance
dispute is permissible because it will require the court
to resolve only the ‘‘antecedent issue of corporate gover-
nance, which . . . can be accomplished by applying
neutral principles of law’’; (emphasis added) Bookout
v. Shelley, supra, 2022 WL 17173526, *8; to examine
corporate records and witness testimony and ultimately
decide whether the archbishop’s appointments to the
board were valid under FACS’ bylaws and state law.
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See id., *7 (trial court properly could exercise jurisdic-
tion and apply neutral principles of law to resolve under-
lying corporate governance dispute, even though ‘‘the
outcome of this cause of action will, in essence, decide
who has authority to manage and act on behalf of [a
religious organization that operates a church] . . .
[b]ecause the resolution of this cause of action does
not turn on matters of an ecclesiastical or inherently
religious nature but, rather, hinges on the interpretation
and verification of corporate documents—including
. . . bylaws and board minutes—and the [state law gov-
erning corporations]’’). Simply put, the dispute in the
present case is not a ‘‘religious controversy’’; Jones
v. Wolf, supra, 443 U.S. 608; rather, it is a corporate
governance controversy that involves an alleged reli-
gious organization, FACS, and a religious figure, the
archbishop.
Indeed, the defendants concede that the plaintiffs’
claims do not require resolution of doctrinal issues but
argue, nonetheless, that because of the archbishop’s
status in the AOH, he exercises his ‘‘religious discre-
tion’’ when making decisions as to board appointments,
which constitutes a matter of church governance and
the governance of a presumably religious organization
that a civil court cannot review. This argument fails
because the dispositive question is whether the bylaws
authorize the board to limit the universe of individuals
who may be appointed to the board by the archbishop
to only those individuals submitted for nomination by
the committee. That question can be determined by
applying secular legal principles.16 A review of § 7 of
16
To be clear, the basis for the archbishop’s appointments and whether
those appointments can be based on religious reasons is not before this
court. The archbishop undeniably serves as a source of religious authority
for the AOH; however, as discussed previously in this opinion, nothing in
the record supports the conclusion that his role as a corporate officer for
FACS is a religious one. Given that, we cannot agree with the defendants’
argument that, essentially, when the archbishop acts as a corporate officer
for FACS, he does so in an inherently religious manner by virtue of his
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article V of the bylaws reveals that the provision does
not delineate the decision-making process that should
be employed when making appointments to the board
and, thus, does not address the decision-making process
employed by any person, in any capacity. Instead, it
merely establishes the role of the committee in the
corporate procedure for making such appointments,
without any reference at all to the qualitative reasoning
that guides such decisions. As a result, the relief
requested by the plaintiffs in this action requires a court
to decide only what the process is for making appoint-
ments to the board according to the bylaws and whether
certain board appointments were valid pursuant to the
bylaws, without necessitating any inquiry whatsoever
into the reasons behind why such appointments were
made. Therefore, the defendants’ assertion that granting
the relief requested by the plaintiffs would improperly
interfere with religious decision-making of the arch-
bishop is unavailing.17
status. If we did conclude as much, on the basis of the archbishop’s status
alone, our holding would effectively accord a special status to certain corpo-
rate officers of nonstock corporations, which would be untenable with the
principle that disputes arising in religious contexts should be resolved by
a secular court as long as no resolution of religious doctrine or practice,
or inquiry into the governance, administration or policies of a church is
required. See Clough v. Wilson, supra, 170 Conn. 554; see also Masterson
v. Diocese of Northwest Texas, supra, 422 S.W.3d 606 (‘‘Properly exercising
jurisdiction requires courts to apply neutral principles of law to nonecclesias-
tical issues involving religious entities in the same manner as they apply
those principles to other entities and issues. Thus, courts are to apply
neutral principles of law to . . . corporate formation, governance, and dis-
solution, even when religious entities are involved.’’ (Emphasis added.)).
17
We note that, contrary to the defendants’ assertions, nothing in the
record establishes that the archbishop’s appointments to the board are in
any way informed by religious doctrine or practice or otherwise involve an
exercise of ‘‘religious decision-making.’’ To be sure, the defendants’ counsel
conceded as much at oral argument before this court. When asked what
specific evidence supports the assertion that the archbishop engages in a
‘‘religious decision-making’’ process while making appointments to the
board, counsel stated: ‘‘There is nothing in the record that helps this court
understand what his process is.’’ Furthermore, neither party argued that an
evidentiary hearing is necessary on this issue. Counsel further argued that,
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For these reasons, and because ‘‘every presumption
favoring jurisdiction should be indulged’’; (internal quo-
tation marks omitted) Commission on Human Rights
& Opportunities v. Travelers Indemnity Co., supra,
228 Conn. App. 809; there is no first amendment barrier
prohibiting the court from applying neutral principles
of our state law governing corporations to the secular
language of FACS’ bylaws, for the purpose of declaring
‘‘the process to be followed in appointing board trust-
ees,’’ and determining the validity of certain appoint-
ments to the board, as requested by the plaintiffs.18
Accordingly, we conclude that the trial court improp-
erly dismissed the plaintiffs’ complaint for lack of sub-
ject matter jurisdiction on the basis of its determination
that the plaintiffs’ action asks the court to entangle
itself into matters of religious doctrine and practice and
of church polity.
II
In light of our determination that the court’s dismissal
of the plaintiffs’ action for lack of subject matter juris-
diction on first amendment grounds was improper, we
despite the absence of such evidence, the court is nevertheless prohibited
from adjudicating the matter because an inquiry into the archbishop’s reli-
gious decision-making process would necessarily be required. That logic
ignores the reality that, in the absence of any evidence in the record support-
ing the assertion that the archbishop’s role in making appointments to the
board involves an exercise of religious discretion, any consideration of the
archbishop’s substantive reasoning for making such appointments at this
stage would amount to the improper consideration of unsupported specula-
tion. See Finney v. Commissioner of Correction, 207 Conn. App. 133, 144,
261 A.3d 778 (recognizing that ‘‘speculation cannot support the granting of
a motion to dismiss’’), cert. denied, 339 Conn. 915, 262 A.3d 134 (2021).
18
The defendants cite to Parish of St. Paul’s Episcopal Church v. Kovoor,
Superior Court, judicial district of Stamford-Norwalk, Docket No. CV-18-
6037219-S (April 10, 2019), to support their argument; however, Kovoor and
other cases that stand for the well established principle that church disputes
concerning clergy members cannot be adjudicated by civil courts; see, e.g.,
Gonzalez v. Roman Catholic Archbishop of Manila, 280 U.S. 1, 16–17, 50
S. Ct. 5, 74 L. Ed. 131 (1929); Natal v. Christian & Missionary Alliance,
878 F.2d 1575, 1578 (1st Cir. 1989); are irrelevant to the matter in the present
case because we are not convinced by this record that the procedure for
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28 ,0 0 Conn. App. 793
Foundation for the Advancement of Catholic Schools, Inc. v. Blair

must next address the defendants’ alternative grounds
for affirmance of the judgment. Specifically, the defen-
dants argue, as they did in their motion to dismiss, that
the plaintiffs lack standing to bring this action. In doing
so, they assert four separate grounds for the plaintiffs’
alleged lack of standing: (1) FACS lacked standing as
to counts one and two because its board did not approve
the underlying action, meaning it lacked the requisite
corporate authority to initiate the action, (2) the individ-
ual plaintiffs lacked standing to bring count one because
those plaintiffs have not met the statutory requirements
for commencing a derivative action on FACS’ behalf in
that they did not make a demand prior to the initiation
of litigation or explain why doing so would be futile,
(3) the individual plaintiffs are not aggrieved and, thus,
lacked standing to bring count one, and (4) the individ-
ual plaintiffs are not aggrieved as to count two and,
thus, lacked standing to bring count two.
We decline to reach the issue of standing because
doing so demands resolution of disputed jurisdictional
facts, which requires an evidentiary hearing. See 307
White Street Realty, LLC v. Beaver Brook Group, LLC,
216 Conn. App. 750, 772 n.13, 286 A.3d 467 (2022) (‘‘[i]t
remains axiomatic . . . that in a case where the plead-
ings and submissions of the parties themselves neces-
sarily raise a dispute about a fact that is central to the
court’s jurisdictional determination, the court has an
independent duty, even in the absence of a parties’
request, to hold an evidentiary hearing prior to resolving
the factual dispute’’). For example, these disputed facts
include whether (1) FACS’ board needed to or did
approve the underlying action, (2) any pre-litigation
demand was made by any of the individual plaintiffs,
(3) any of the individual plaintiffs suffered an injury
appointing board members pursuant to FACS’ bylaws is either inherently
religious or has been established as being ‘‘unmistakably of ecclesiastical
cognizance.’’ Natal v. Christian & Missionary Alliance, supra, 1577.
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Foundation for the Advancement of Catholic Schools, Inc. v. Blair

that is separate and distinct from that suffered by any
of the other individual plaintiffs or by FACS, and (4)
any of the individual plaintiffs are at risk of losing a
position on the board due to the defendants’ conduct.
Because this court cannot make factual findings, the
matter must be remanded to the trial court for consider-
ation of the standing claims raised by the defendants
and for a hearing thereon.
The judgment is reversed and the case is remanded
for further proceedings consistent with this opinion.
In this opinion the other judges concurred.