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Harris v. The National Oak Park High School Alumni Association, Inc.

Court of Appeals of Mississippi

June 30, 2015

SHARON E. HARRIS APPELLANT
v.
THE NATIONAL OAK PARK HIGH SCHOOL ALUMNI ASSOCIATION, INC. APPELLEE

DATE OF JUDGMENT: 10/29/2013

HON. FRANKLIN C. MCKENZIE JR. JONES COUNTY CHANCERY COURT

ATTORNEYS FOR APPELLANT: ANITA M. STAMPS, LARRY STAMPS

ATTORNEY FOR APPELLEE: M. WAYNE THOMPSON

BEFORE IRVING, P.J., CARLTON AND FAIR, JJ.

CARLTON, J.

¶1. Sharon Harris appeals the Jones County Chancery Court's order denying her request for a temporary restraining order (TRO) and a preliminary injunction and dismissing her complaint against the National Oak Park High School Alumni Association (NOPHSAA). Harris asserts that the chancellor erroneously dismissed her complaint for the following reasons: (1) the board of directors (the Board) lacked authority to remove her as president; and (2) the Board lacked the number of valid affirmative votes necessary to remove her as president.

¶2. Because the evidence in the record fails to support the dismissal of Harris's complaint and the denial of her requested relief, we reverse the chancellor's judgment and remand this case to the chancery court for further factual findings consistent with this opinion.[1]

FACTS

¶3. On July 3, 2012, a majority of NOPHSAA's members elected Harris as their new president during the business session of NOPHSAA's annual meeting. On May 18, 2013, Harris received a phone call informing her that NOPHSAA's Board impeached her during its meeting earlier that morning. According to Harris's brief, the Board's meeting was initially scheduled for May 25, 2013, but was then changed to May 18, 2013. Due to a previously scheduled commitment in Houston, Texas, Harris was unable to attend the rescheduled meeting.

¶4. On June 4, 2013, Harris received correspondence from Lula Cooley, NOPHSAA's executive director, informing Harris that the Board removed her as president for violating NOPHSAA's bylaws. On August 28, 2013, Harris filed a complaint against NOPHSAA, requesting specific performance, a TRO, a preliminary injunction, and other relief. Harris asserted in her complaint that the Board removed her as president without affording her the due process required by the corporation's bylaws. She further asserted that the Board voted to impeach her even though its actions directly violated NOPHSAA's bylaws, it lacked the legal authority to take such action, and it lacked the quorum necessary to validly vote on the issue of her removal. Harris requested that, except as provided in NOPHSAA's bylaws, the chancellor prevent the Board from engaging in any further action to remove her as president.

¶5. After reviewing the pleadings and the legal memoranda submitted by the parties, the chancellor found no validity to Harris's assertion that the Board wrongfully removed her from office because only the organization's national membership possessed such authority. Relying on Mississippi statutory law, the chancellor stated:

Mississippi Code [Annotated] [s]ection 79-11-277(2) [(Rev. 2013)] authorizes a board of directors for a Mississippi [nonprofit] corporation to remove any officer at any time with or without cause. Furthermore, [Mississippi Code Annotated] [s]ection 79-11-145(2) [(Rev. 2013)] . . . prohibits a [nonprofit] corporation from adopting bylaws [that] are inconsistent with the authority granted by state law. For these reasons, [Harris's] relief is not granted.

ΒΆ6. The chancellor therefore denied Harris's request for a TRO and a preliminary injunction and dismissed Harris's other claims. Aggrieved by the chancellor's ruling, Harris filed ...


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