HOUSTON — Jeremiah Counsel Corporation filed a new reply Sept. 30 arguing that Second Baptist Church members never elected the Ministry Leadership Team now governing the Houston megachurch — and that the board’s actions, including Ben Young’s corporate appointment as chief executive officer, may therefore be defective.

The filing directly challenges the defendants’ contention that the congregation’s 315-2 vote approving amended bylaws on May 31, 2023, also seated the initial Ministry Leadership Team (MLT). Members received no slate of candidates, cast no votes for individual directors and were told that the called meeting was being held “to update our Bylaws.”

Jeremiah Counsel says the defendants are trying to transform a vote on a governing document into a board election after the fact. Its attorneys called the position “after-the-fact acrobatics” and wrote that “no vote by church members to elect any MLT members has ever occurred.”

“Designating and appointing are not the same as electing,” the filing states.

If Judge Grant Dorfman accepts that argument, the consequences could reach decisions the MLT has made since taking control in 2023, including its authority over church finances and property and its election of Ben Young to the corporate office of CEO. Jeremiah Counsel also contends that the former Board of Trustees legally remained in place until the congregation elected valid successors.

The reply, filed in the Texas Business Court’s Eleventh Division in Jeremiah Counsel Corporation v. Ben Young, et al., supports the organization’s second motion for partial summary judgment and asks Dorfman to reconsider one part of his July 15 ruling. The court has not ruled on the new motion.

The July opinion upheld Second Baptist’s 2023 bylaws, which eliminated congregational voting and transferred governing power from the former Board of Trustees to the MLT. However, Dorfman invalidated a proposed amendment to Article V of the church’s articles of incorporation because members had not received the written notice required by Texas law. The earlier Article V, adopted in 1928, therefore remained in effect and continued to state that the church corporation “shall have Six (6) Trustees” who are elected.

That surviving language opened a path Jeremiah Counsel is now pressing. The organization filed its new motions in August, arguing that the MLT could not lawfully replace an elected Board of Trustees when no MLT member had been elected by the congregation.

 

A Bylaws Vote or a Board Election?

Jeremiah Counsel says three points are undisputed: Second Baptist members still possessed voting rights on May 31, 2023; Article V required the church’s board members to be elected; and the congregation never voted to elect any member of the initial MLT.

The reply quotes the defendants as arguing that the vote to approve the amended bylaws also constituted a “vote that seats the MLT.” Jeremiah Counsel answers by pointing to separate provisions of the Texas Business Organizations Code: Section 22.102 governs bylaws, while Section 22.161 governs elections of directors.

Under Section 22.161, a member entitled to participate in a director election votes “for as many persons as there are directors to be elected.” Jeremiah Counsel argues that the statute required a vote on the people who would occupy the board seats.

The congregation could not have conducted that election, the filing says, because members did not know whom then-Senior Pastor Homer Edwin “Ed” Young would appoint to the MLT. No slate of candidates was placed before them.

“For a valid members’ vote ‘to seat the MLT’ to have occurred, members would have needed to vote on each natural person who took a seat on the initial MLT,” Jeremiah Counsel’s attorneys wrote. “This did not happen.”

The difference changes who chose the people holding those seats. Before the bylaws changed, Second Baptist members voted on church officers, pastors, trustees, major expenditures and amendments to governing documents. The 2023 bylaws removed those powers and established a board whose initial members were appointed by the senior pastor. Later MLT members may be nominated by the senior pastor and elected by the existing MLT.

Katy Christian Magazine’s original May 2025 report on the lawsuit examined the restrictions members encountered when they tried to review the proposed bylaws and the extent of the authority transferred away from the congregation.

 

Members Were Told the Meeting Was “to Update our Bylaws”

Jeremiah Counsel’s second argument concerns the notice Second Baptist gave its members before the May 31 meeting.

The notices said the meeting was being called “to update our Bylaws.” Church leaders also told members the update would protect Second Baptist’s ability to continue operating as a “biblical church.” None of the notices described an election of directors or announced that members would be asked to seat named people on a new governing board.

Texas law requires the notice for a called membership meeting to state its purpose. Jeremiah Counsel argues that a meeting announced as a bylaws vote could not silently double as an election of MLT members.

The point differs from an argument Dorfman addressed in July. His earlier opinion found that Texas law did not require Second Baptist to distribute the complete proposed bylaws or summarize every change before the congregation voted. The new motion focuses on whether the vote that occurred can legally be treated as an election of unnamed directors.

During a July 23 interview with Katy Christian Magazine, Jeremiah Counsel Director Douglas Y. Bech said the organization intended to return to the unresolved tension between the surviving charter language and the new bylaws. The Sept. 30 reply now puts that argument in its clearest form: Members approved the bylaws, but no one asked them to elect the people who would govern under those bylaws.

 

What Happens to the MLT’s Decisions?

If the MLT was never lawfully seated, Jeremiah Counsel argues, the consequences could reach decisions made by the board since 2023.

The Texas Business Organizations Code defines a “defective corporate act” to include the election or appointment of directors that is void or voidable because it lacked proper authorization. The definition also covers corporate acts that were ineffective, void or voidable for the same reason.

Jeremiah Counsel contends that the initial appointments to the MLT and the actions the team later took fall within that statute because the process violated Article V.

Jeremiah Counsel accepts that MLT actions can be ratified. Its dispute is over who possesses the authority to ratify them. The organization says the people whose voting rights existed when the defective act occurred must participate in that process. The filing cites Section 22.505, which requires a defective corporate act to be submitted to voting members for approval when the corporation has members with voting rights.

For other transactions, Jeremiah Counsel says a valid Board of Trustees could decide whether to ratify them.

That leads to the filing’s next claim: The former trustees remain in office under the “holdover principle,” a corporate rule that keeps existing directors in place until valid successors are elected. Jeremiah Counsel says three former trustees have submitted declarations pledging to serve only until Second Baptist members can elect a lawful board. It also argues that three directors are enough to constitute a board under the Texas code.

The organization’s proposed result is therefore an election, rather than indefinite control by the former trustees. As Jeremiah Counsel explained when it filed the August motions, the holdover board would arrange a congregational vote for six independent trustees, consistent with the 1928 charter. Those trustees could then prepare bylaws restoring member voting rights.

 

Ben Young’s Pastoral Role and His Corporate Authority

The dispute also reaches Ben Young’s corporate position, although Jeremiah Counsel says the court can resolve the issue without choosing Second Baptist’s spiritual leader.

The 2023 bylaws call the senior pastor the church’s “servant leader.” They also assign him two corporate offices: chairman of the board and chief executive officer. Ed Young appointed his son to succeed him as senior pastor in 2024. Jeremiah Counsel says the MLT then elected Ben Young to the corporate position of CEO.

Jeremiah Counsel argues that an unauthorized MLT could not validly make that corporate appointment. Its attorneys describe the appointment as voidable and say church members could ratify it through an election.

Jeremiah Counsel draws the court’s task narrowly: decide which body held authority under nonprofit law and Second Baptist’s corporate documents. Scripture, pastoral qualifications and spiritual headship fall outside that task.

The distinction answers one of the defendants’ central constitutional arguments. Second Baptist has maintained that civil courts must stay out of ecclesiastical governance. After the July ruling, Ben Young said the church was “deeply grateful,” while attorney Jay Sekulow said decisions about church governance belong to the church rather than the courts.

Jeremiah Counsel agrees that judges cannot decide doctrine. It argues that courts can apply neutral principles of corporate and contract law to determine whether directors were lawfully elected. Dorfman’s 40-page July opinion applied that same approach when it invalidated the attempted amendment to Article V.

 

The 1928 Charter is Central to the Case

Dorfman’s July opinion said Jeremiah Counsel’s interpretation of Article V — that church members elected the trustees — was “one reading” of the provision, “but not the only reading.” The court found that Article V did not expressly identify who possessed the right to elect trustees.

Jeremiah Counsel now argues that the court’s own language points to a question that cannot be resolved against the members on summary judgment. If Article V reasonably supports more than one meaning, the filing says, it is ambiguous, and its meaning becomes a factual question for a jury.

The organization also argues that the text surrounding Article V favors its interpretation. The 1928 articles say the corporation was formed “in accordance with a Resolution duly passed by Second Baptist Church,” associate the incorporators with the members listed on the church roll and then identify the trustees chosen for the first year.

“This language contemplates church-wide agreement of members on selection of Trustees,” the reply states.

By contrast, Jeremiah Counsel says the charter contains no language suggesting that Second Baptist’s founders intended a small, self-perpetuating board to select its own successors.

The dispute carries particular weight in a Baptist church. Local autonomy protects a congregation from control by a denomination, bishop or civil government; congregational governance concerns how authority is exercised within that autonomous church. As Katy Christian Magazine’s guide to Christian denominations explains, Baptist churches vary in their procedures, but meaningful congregational responsibility has long been a defining part of the tradition.

The Sept. 30 reply says the defendants did not dispute that the historical customs of Baptist churches include member voting rights. Recognizing that history, Jeremiah Counsel argues, requires no judicial ruling about the truth of a religious doctrine.

The filing nevertheless puts a central issue in Second Baptist’s defense squarely before the court: A vote to approve rules for a new board and an election of named directors are two different acts under ordinary language — and, Jeremiah Counsel argues, under Texas law.

For more than three years, the MLT has exercised authority over Second Baptist’s leadership, finances and property. The legal foundation for that authority may now turn on a straightforward question the May 31 ballot never asked: Which individuals did the members elect?

Jeremiah Counsel’s answer is equally straightforward: None of them.