Following is the full text of the Preliminary Injunction in the case of Taylor et al vs. ARP Synod, filed with the Abbeville County Court of Common Pleas

Thismatter is beforemeon the motion ofPlaintiffs Dr. Richard Taylor,Dr.Parker Young, J. David Chesnut, and the ErskineAlumniAssociation forapreliminaryinjunction pursuant to Rule65 ofthe South CarolinaRules ofCivil Procedure. TheCourt has carefully considered thewritten submissions of theparties, as wellas the court filings, arguments, testimony,and documents presented at thehearing on this matter. Forthe reasons that follow, the Plaintiffs’ motion is herebygranted andan injunction ofthe scopesetforth hereinafter is granted pendingfinal resolution of this matter.
Atthe coreof this caseisaction taken byDefendant General Synod oftheAssociate Reformed Presbyterian Church (the“General Synod”) purportingto removethe sitting Board of Trustees of ErskineCollegeand to establish a new“interim Board”for Erskine. ThePlaintiffs’ contention on themerits in this action is that the General Synod lacks thepower to remove any or allof Erskine’s Trustees, and accordinglythat this attempted restructuringof Erskine’sBoard ofTrustees was null andvoid.Consistent with that contention, Plaintiffs seek apreliminary injunction that would preservethe status quo byenjoiningthe purportedremoval ofsitting

Erskine Trusteesand theconveningof thenew interimBoard.

I. Facts

Erskine College (“Erskine”) is a liberal arts collegelocated in DueWest, South Carolina. Inaddition to its undergraduate program, Erskinealso operates theErskineTheological Seminary,which is not separatelyincorporated. Erskine was chartered asaseparate corporation byanact of theSouth Carolinalegislaturein 1850. Erskine’s corporatecharter wasamended
and fullyrestated in 1977, and is on file with the South CarolinaSecretaryofState. A 1980 amendment to the charterprovides that “[a]llmembers oftheBoard ofTrustees of Erskine Collegeshall beappointed bythe General Synod,”and that the “maximumnumberof members which shallcomprise theBoardand the terms ofofficeshall beas set forthin theBy-Laws of this Corporation.”
ArticleIIof Erskine’sBylaws contains provisions related to theBoard of Trustees of Erskine. Section 1 provides that Erskine is “governed bytheBoard.”Section 3 controls the selection ofTrustees; it provides that thetotal number ofTrustees maynot exceed 34; that the General Synod mayannuallyappointfiveTrusteesto theBoard,each to serveasix-year term; and that four additional persons aremembers of theBoard “exofficio.”
Section 5 governs removal of Trustees. This extensive provision is centralto this matter, and so is reproduced here in full:
5. Removal. TheBoard, bytwo-thirds voteof themembers present, mayremove aTrusteefrom office for cause, but onlyafter theTrusteehashad orwaived thedueprocess hearings as provided herein. AnyTrusteehaving removal charges broughtagainsthimshall be entitled to a hearingbeforethe ExecutiveCommittee. Ifthe ExecutiveCommittee recommendsremoval, the affected Trusteeshall havethe right to ahearing beforetheBoard ifthe
Trusteerequestssuchahearingin writingwithin ten days after receiving written noticeof therecommendation ofthe ExecutiveCommittee.

Anaccuraterecord ofeach hearingshallbekeptbyrecordingdeviceor other method approved bytheExecutiveCommittee.

Unless he waives same, the affected Trusteeshallbegiven at least tendays written noticeof each hearing.

Theperson bringingthechargesand the affectedTrusteemayeach be accompanied and assisted in presentingtheir cases at thehearings byamember ofthe Board but notbyanyonewho is not amember oftheBoard.

Thehearings need not beconducted strictlyaccordingto the rules ofevidence orlawbut maybe conducted in an informaland fair matter. Anyrelevant material upon which responsible persons customarilyrelyin the conduct of serious affairs shallbe admissible for consideration.

Theperson bringingthechargesand the affectedTrusteeshall each havethe right:to callandexaminewitnesses, to introduceevidence, to crossexamine anywitness on anymatter relevant to the issue ofthe hearing and to make opening and closingstatements.

ThePlaintiffs in this matter arethreeindividual Trustees of ErskineCollege(allof whom areErskine alumni) andoneunincorporated association that is granted theright of representation on Erskine’s Board byErskine’s Bylaws. Dr. Richard Taylorand Dr. Parker Youngwere each appointed to Erskine’sBoard bythe General Synod. Each is servingin his second term asan Erskine Trustee. Mr. David Chesnut is a memberof Erskine’sBoard byvirtue ofhis position as President of PlaintiffErskine Alumni Association. Thereis no dispute thatthe threeindividual Plaintiffs weremembersofErskine’sBoard priorto theGeneral Synod’saction at issue here. Noneof thethreeindividual Trustees hasresignedfrom the Board orbeen removed pursuant to the Bylaws provision quoted above.
Defendant General Synod is thegoverningbodyof theAssociateReformedPresbyterian Church (the“ARP”). OnMarch 3, 2010, ataspecial called meeting, the General Synod took action that purported to remove the existingErskineBoard ofTrustees, to reconstitute the Erskine Board with an interimBoardconsistingofa combination ofsitting Trustees andnew appointees, andto instruct that interimBoard to amend Erskine’sBylaws in several respects.
Plaintiffs Taylorand Youngwere amongthe Trustees who wereremoved and not re-appointed to

theinterimBoard. At the hearingon this motion, theGeneral Synod’s witness acknowledged

thatthis removal was not “forcause.”PlaintiffChesnut, becausehis position was provided for in the current ErskineBylaws, was to beamemberofthe interimBoard, at least untilthe new Bylaws were adopted.
Thisaction bytheGeneral Synod had its roots in the June2009 General Synod meeting, wherethe Moderator oftheGeneral Synod was directed to form aCommission “to investigate whetherthe oversight exercised bytheBoard ofTrustees andtheAdministration ofErskine College and Seminaryis in faithful accordancewith thestandards ofthe ARPChurch.”
ThisCommissionissued aPreliminaryReport dated February19, 2010. That PreliminaryReport stated amongother thingsthat“Erskine College and Seminaryis anagency ofthe Associate Reformed Presbyterian Church”;that “[t]heARPChurch owns and operates Erskine College and Seminary”;and that “Ourtrustees forErskine functionin a fiduciaryrole forthe General Synod.” ThePreliminaryReport expresslydeclined to discuss thespecific
recommendations that theCommission would make,indicatingthoserecommendations would be revealed onlyat thecalled meetingof theGeneral Synod.
TheCommission’s Report to theGeneral Synod, releasedat the called meeting, included the followingrecommendations: removal ofthe “current trustees”of Erskine; creation bythe General Synod ofanew“interim Board”for Erskine; conveningof theinterim Board bythe Moderator oftheGeneral Synod; and delegation to fiveindividuals of theprocess of revising Erskine’s Bylaws alongthelines recommended bythe Commission, with theproduct ofthis revision to be presented to theinterim Boardforapproval. With someminor amendments– includinganexpress statement that theTrustees that theGeneral Synod intended to removewere to be “commendedfortheir work to date,andassured that dismissal is not based on personal

failure, but systemicproblems”– these recommendations were adopted bythe General Synod. Plaintiffs Taylorand Youngwere amongthe sittingTrustees who werethereafter informed they wereno longer membersofthe ErskineBoard. Neither received anyadvancenoticethat he
might be removed as a Trustee, nor anyopportunityto be heard regardingthat removal. A notice was sent to members of theinterim Board calling ameetingof that bodyfor March 17, 2010.
II. ProceduralHistory

Thefirst judicial challengeto theGeneral Synod’s action came in alawsuit filed in this Court againstthe General Synod byErskine College. That lawsuit was accompanied byan application for atemporaryrestrainingorder, which wasgranted on March9,2010 with a hearingon Erskine’s motion for preliminaryinjunction set forMarch 19, 2010.
Erskine dismissed its lawsuitwithoutprejudiceonFriday, March 12, 2010.

Theinstant action, also accompanied byamotion foratemporaryrestrainingorder against theGeneral Synod’s actions, was filed onMonday, March 15, 2010. This Court granted that motion forTRO on the same date,and indicated that the Defendant would havethe option of proceedingwith thescheduled March 19, 2010 hearing, or havingahearingfor preliminary injunction on March 25,2010. Defendant opted forthe latter date,and ahearingon this matter was held then at theNewberryCountyCourthouse. At the conclusion ofthat hearingthe Court extended the TemporaryRestrainingOrderforanadditional ten days.
Each sidehas submitted twomemorandaof law tothe Court, and had the opportunityto present oralargument and livetestimony,and to introduce exhibits. The Court has carefully consideredallthesematerials in reachingits decision.
III. TheLegal Standard

Thepurpose ofapreliminaryinjunctionis to preservethe status quo and toprevent

possible irreparable injuryto a party. An injunction is a drastic remedyissued bythe court in its discretion to prevent irreparable harm. AJGHoldings, LLC v. Dunn, 382 S.C. 43, 51, 674
S.E.2d 505, 508-09 (Ct. App. 2009). Forapreliminaryinjunction to begranted, apartymust establish that (1) it would suffer irreparable harm if theinjunction is not granted; (2)ithas a likelihood ofsuccess in thelitigation; and (3)thereisno adequateremedyat law. Id. “When seeking apreliminaryinjunction, the plaintiffneed not prove an absolute legal right;the plaintiff need onlypresent a fair question to raise as to theexistenceof such a right.”Peek v. Spartanburg RegionalHealthcare Sys., 367 S.C. 450, 456, 626 S.E.2d 34, 37 (Ct. App. 2005).
IV. Analysis

ThePlaintiffs havemet theburden required of them for entryofapreliminaryinjunction. Theyhavedemonstratedan imminent prospect ofirreparable harm if an injunction is not
granted, alikelihood ofsuccess on themerits, andthe inadequacyof anylegal remedy. The

Plaintiffs are entitled to maintenanceof thestatusquo pending resolution of this matter.

A. Irreparable Harm

Each of theindividual Plaintiffs isaTrusteeof Erskine. TheGeneral Synod’s resolutions purport to remove two ofthose threeindividuals from theBoard. Thisaction, if allowed to go forward, would inflict substantial harm on thePlaintiffs individually,and intheparticularrole that theyoccupyasfiduciaries forErskine. Eachoftheseharms is byitself sufficient to support the injunction sought byPlaintiffs. In theaggregate, thesethreatened harms present an overwhelmingcase forinjunctive relief.
TheBoard ofTrustees isthe highestgoverningauthorityofanonprofitcorporation like Erskine. This principleis clear both from the South CarolinaCode and from Erskine’s own governingdocuments. See S.C. CodeAnn. § 33-31-801(b) (allaffairs ofnonprofitcorporation areto be managed“byorunder the authorityof”the corporation’s board); Erskine Bylaws Art.

II,§ 1 (Erskine“shall begoverned bytheBoard”).1 Theaction oftheGeneral Synod in purportingto remove thesitting Board of Erskineandto install anew “interim Board” casts doubt on theproper composition ofErskine’s Board. Simplyput, in the absenceof injunctive relief therewould betwodistinct, but overlapping, groups of individuals with a claim to be “the Board”of ErskineCollege. It is difficultto imaginea circumstancein theareaof corporate governancein which thethreat of irreparable harm could be clearer.
Drs. Taylor andYoungfaceaparticularlystark threat of imminent harm inthat the General Synod’saction purportsto remove them from the ErskineBoard. Board membership is both a privilege and asubstantial legalresponsibility. TheGeneral Synod’s action would deprive each of thesePlaintiffs of both the privilegeof serving and ofthe opportunityto
dischargetheobligationsplaced on them as Trustees. This concern aloneis morethan sufficient to support a findingthat irreparable harm would occurin the absenceof aninjunction. There
are, however,anumberof additional irreparable harms that would also follow in the absenceof an injunction.
Although the General Synod’s action would not immediatelydeprive PlaintiffChesnut of his Board seat, it would deprive him of certaintyasto which ofthe twogroups was Erskine’s
trueBoard. As aBoardmember, Mr. Chesnut has an interest in certaintyregardingthe composition of theBoard, as does the PlaintiffAlumniAssociation whosePresident sits on the Board. In addition, it is reasonable to infer that the amendment of Erskine’s Bylaws planned by the new interimBoard could welloperate to eliminate theAlumniAssociation Board seat occupied byMr. Chesnut. Thesedirect interestsin the composition of theBoardare also directly
threatened bytheGeneral Synod’s action.

1 NotwithstandingDefendant’s reliance onS.C.Code Ann§33-31-305 and the pre-1900 legislative charters.

Another set of threatenedirreparable harmsflowsfrom the actions theinterimBoard was created to take. Obviously, the General Synod did not expect its interimBoard to playapurely ceremonialrole. TheGeneral Synod expected theinterim Board to take certain actions, and indeedgavetheinterimBoardexpress instructions. Chief amongthesewas the direction to amend Erskine’sBylaws,in accordancewith therecommendations of afive-member panel designated bythe General Synod. If this occurred,Erskine College and its Trustees would face not onlytwo bodies withclaims to be Erskine’s Trustees, but two documents that might be Erskine’s dulyadoptedBylaws. An injunction is necessaryto avoid that potential confusion.
Thisconcern thatan improperlyconstituted Boardmight takeactions that bind Erskine extends beyond the amendment ofthe Bylaws into allareas of Collegeoperation. As noted above, theBoard is the highestgoverningauthorityofErskineCollege. Ithas general authority over Erskine’sassets, S.C. CodeAnn. § 33-31-1202, as wellas over management of everyother aspect of theCollege’s operations. This control is of particular importanceat thepresent moment, as the current President of Erskine Collegehas announced his retirement effectivein June2010, and asearch forErskine’s next President is underway. Erskine’s Bylaws providefor appointment ofthe President (and otherofficers)bytheBoard. SeeBylawsArt.IV § 1. Doubt about the composition of Erskine’s Board would undoubtedlyhinderthat important process, and thehiringofaPresident byan improperlyconstituted Board would be subject to challenge. Further,as noted above, the Commission’s PreliminaryReport states a stronginterest in control ofthe search process. Thelikelihood that the General Synod’s interim Board would takeactions with respect to Erskine’s governance – and in particular with respect to theselection ofanew President – that could turn out to beillegal provides more clear evidenceofirreparable harm.
Finally, thereis clearandcredible evidencethat the actions of theGeneral Synod, if not

restrained,could threatenErskine’s accreditation. ThePrinciples of Accreditation for the Southern Association ofColleges andSchools (“SACS”)– the accrediting bodyfor Erskine College – require, in Sections 3.2.4 and 3.2.5:
Thegoverningboard is free from undueinfluencefrom political, religious,or other external bodies andprotects theinstitution from such influence.

Thegoverningboard hasapolicywherebymembers can bedismissedonlyfor appropriatereasonsand byafair process.

Inaddition, Erskinehas also receivedaletterfromthe Association ofTheological Schools (“ATS”), theaccreditingagencyforErskineTheological Seminary. That letter(which indicated on its facethata copywas beingsent to SACS)requires Erskineto show cause whyits ATS accreditation should not be revokedas a resultof thethreatened removal of Erskine’s
sittingTrustees.

Accreditationis of critical importanceto an institutionlikeErskine. Thereis substantial evidencethat removal ofErskine’s Trustees without cause bythe General Synodwould place Erskine’s accreditationbySACSand ATSin jeopardy.
TheGeneral Synod argues that theseindividual Plaintiffs lack standingto raise harms that might befallErskineas a resultof theGeneral Synod’s actions. This argument fails for several reasons. First, asnoted above, thesePlaintiffs havedirect personal interestsin participatingin,and knowingthecomposition of, theBoard, and thedirectirreparable harm that would occurto thoseinterestsin the absenceof aninjunction is alone sufficient here.
Furthermore, the General Synod’s argument ignores both the role and responsibilityofa Trustee, and the somewhat uniquenatureof the challenged action at issue. Trustees are charged with overallresponsibilityfor the entitytheyserve. Theposition ofTrusteeis not merelyan honor; it carries duties aswell. ThesePlaintiffs’ rights and duties include makingdecisions in Erskine’s interest. Accordingly, improper removal from theBoard affects them in their roles as

Trustees, not merelyas individuals. Moreover, because thethreatened harms all would flow directlyfrom theGeneral Synod’s action in removingTrustees, including Drs. Taylor and Young, theyarethe parties best situated to raise thoseharms. Theconnection between the challengedaction and theharms is quitedirect, asis thesePlaintiffs’ interest in both the action and the harms. ThesePlaintiffs’ interest as Trustees in participatingin Erskine’s governance– indeed, theirdutyto do so –and hencetheirdirectinterest in the harms thattheirimproper removal could cause to Erskine, could notbe clearer.
Indeed, the General Synod’s suggestion that onlyErskine itself should be allowed to assert someof theseharms shows directlythe uniquenatureof this caseand thesePlaintiffs’ interest. Which “Board” ofErskine woulddecidewhat Erskine’s position should be? It is appropriateforTrustees to relyonand assert theinterestsof the entitythattheyare called to serve, wherethose interestsaredirectlythreatened bythe removal ofthoseTrustees. SeeGilbert v. McLeod Infirmary, 219 S.C. 174, 64 S.E.2d 524(1951) (allowingindividual trustees of eleemosynarycorporation to sueto vindicate corporation’s rights); American Center forEd. v. Cavnar, 26 Cal. App. 3d 26, 36-37, 102 Cal. Rptr. 575, 583 (1972) (wherelawsuit presents question ofwho controlscorporation, the individuals claimingthat right are proper parties to present that question). Forsimilar reasons, theGeneral Synod’sargument– that the Plaintiffs cannot proceed becauseErskine Collegehas acquiesced in theGeneral Synod’s action– is unsound. First, the record reflects that Erskine’s sittingExecutiveCommitteetook theposition that the General Synod does not havethe power to remove Trustees. Moreover, even if it sought to, Erskine could notunilaterallytakeawaythestandingof thesePlaintiffs as individuals or as Trustees – not, at least, without followingthe procedures for Trusteeremoval set forth in Erskine’s Bylaws.

Allof the foregoingharms would beirreparable. The removal ofTrustees, the reconstitution ofthe Board, theamendment ofBylaws, the hiringof anewPresident forErskine, and the potential loss of accreditation allconstitute dramatic harms that could notbeundone.
Bypurportingto removesittingTrustees andto create anewBoardforErskine with marchingorders to makesubstantial changes at Erskine, theGeneral Synod’s action threatens immediate and irreparableharm.
B. Likelihood ofSuccess ontheMerits

Although the public disagreements about thefutureof Erskineand its relationship with the General Synodappear to have excited considerable interest and emotion amongthe broader Erskine and ARPcommunities, the corequestionpresented bythis lawsuitisa relativelynarrow matterofgovernanceofnonprofitcorporations: Does the General Synod havethe power to remove sittingTrustees of Erskine?
Thisquestion is governed bySection 33-31-809 of theNonprofitCorporation Act. That section provides: “Except as otherwise provided inthearticles or bylaws,an appointed director maybe removedwithoutcause bythe person appointingthe director.”(Emphasisadded.)2 The emphasized languageisdispositive here. It is undisputed that the General Synod hasappointed allof Erskine’s Trusteesotherthan the four(includingPlaintiffChesnut) designated as “ex officio” members in ArticleII, Section 3 ofErskine’s Bylaws. Thus, the defaultrule in the
absenceof provision otherwisewould bethat theGeneral Synodcould remove theTrustees it

2 Therearesuggestions in arguments madebytheGeneral Synod ofsomeothersourceforits claimed removal power beyond its status as “thepersonappointingthedirector.”Thereis no suchsourcethat is apparent on the current state ofthe record. TheGeneral Synodis nota “member”of Erskine. SeeS.C. CodeAnn. §33-31-140(23)(b) (aperson“is notamember by virtueof . .. anyrights theperson has to designateor appointadirector ordirectors”). Nordoes the historical relationship between Erskine and theARPchurch makethe General Synod a
virtual “owner”or “shareholder”in Erskine. Erskineis dulychartered asanonprofitcorporation
under South Carolinalaw, and such concepts donot have anyplaceor meaningunder that law.

appointed. However, theCourtconcludes after reviewof Erskine’s governingdocuments, and

forpurposes ofthe assessment ofPlaintiffs’ likelihood of success on themerits thatisrequired in decidingthis motion,that Erskine’s Bylaws do “otherwise provide,”that this means theGeneral Synod does not havethepower to removeTrustees that it purported to exercise, and accordingly that Plaintiffs haveshown astronglikelihood ofsuccess on themerits.
Erskine was originallychartered byaspecial action of theGeneral Assembly. The earliest such special legislative charter introducedat thehearingwas from 1850, and the legislative charter was renewed in 1872. These earlylegislativecharters, however,areno longer thegoverningdocumentsof Erskine.3 TheSecretaryofState’s records reveal that Erskine’s Charter wascompletelyamended and restated in 1977, with a subsequent amendment in 1980. The relevant portion ofthe1980 amendment provides:“All members of theBoard ofTrustees
ofErskine Collegeshallbe appointed bythe General Synod oftheAssociateReformed Presbyterian Church. Themaximum number ofmembers which shallcomprise theBoard and the terms ofofficeshallbe as set forth in theBy-Laws ofthisCorporation.”
Erskine’s Bylaws, quoted in full above,describeinconsiderable detail theprocess that mustbe followed to removeaTrustee. ArticleII,Section 5 ofthe Bylaws is entitled “Removal.” It provides that beforeaTrusteemayberemoved,the Trusteeis entitled to(i)two separate hearings; (ii) ten days written noticeof each hearing; (iii) stenographic recordingof thehearings; (iv)a right to assistance from anothermember oftheBoard at each hearing;and (v) a right to
callwitnesses, crossexamine, and makeopening and closingstatements. TheBylaws also

3 TheGeneral Synod’s suggestion that the 1872 legislativecharter maystillhavelegal forceis not welltaken. Aside from the absenceof anyevidencethat anypartyaffiliated with Erskineor the General Synodactuallytreats that document asErskine’s charter,thefilingwith the Secretaryof State ofthe1977 restatementis“prima facieevidence”that the charter was fully amended andrestated. S.C. CodeAnn. § 33-31-127; seealsoS.C.CONST.ArticleIII,Section
34,SubsectionIII(abolishingspecial legislativecharters).

requirethat removal be approved byatwo-thirds supermajorityoftheBoard itself.

Reviewof this provision indicates that it wasintended to deal comprehensivelywiththe topicof removal of Trustees. It providesa carefuland detailed description of theprocedure and safeguards required for removal. Moreover, theprovisionis notwritten as onlyonepart ofa larger scheme; on its faceitisdesigned to providea complete description ofthe method for removingTrustees.
Thiscomprehensive procedureis in sharpcontrastto theGeneral Synod’scontention that ithas the power to remove anyor allTrustees for anyreason or noreasonatall, andwith or withoutanyparticular“process.” Becauseofthis contrast, it appears to theCourt at this time
thatthe draftingintent in the Bylaws was to “occupythe field” regardingremoval ofTrustees. It makes little sense to suggest that thedrafters would includeso manysafeguards, while at the same timebeing contentto allow Trustees, eithersinglyor asagroup,to be removedat willby the General Synod.
TheGeneral Synod argues that Section 33-31-809 should be read to require an express statement in the Bylaws takingthe power of removal awayfrom the General Synod. Thestatute, however, does not requireso much. Corporate bylaws areto beinterpretedusingthe samerules as thosegoverningconstruction ofstatutes and contracts. Amongtheseis themaximexpressio unius est exclusio alterius–that is, the expressionof onethingimplies exclusion of another.
That principle’s application is plain here, becausethe Bylawsaresoclear and comprehensive in dealing with Trusteeremoval. TheBylaws’discussion of removal operates to “otherwise provide”within the meaningof Section 33-31-809, with the resultthat the defaultruleallowing removal bythe General Synod does not operate here.
Theconclusion that Erskine’s Bylaws aremeant to deal comprehensivelywith Trustee

removal is bolstered byother facts in the record. TheGeneral Synod acknowledged that there areno known instances of exercise bythe General Synod ofits claimed removal power. Furthermore, as notedabove, the possibilityofremoval withoutcause is inconsistent with the requirements for accreditation that Erskine mustmeet. Erskine’sgoverningdocuments should not be lightlyreadas intending to include aprovision that would threaten Erskine’s accreditation.
Because of the structureofSection 33-31-809, thedecision inHodges v. Rainey, 341 S.C.

79,533 S.E.2d 578 (2000), relied on bythe General Synod,does not govern here. Hodgesdid not involve Section 33-31-809, buttwo statutes that provided two differentmeans of removal of directors ofSanteeCooper. Neither ofthosestatutes contained languagethat would give one statuteprecedenceover theother, and the SupremeCourt found that the statutes could be harmonized byallowing fortwo different methods of removal. Here, bycontrast, Section 33-31-
809does expresslyprovidethat the removal power of an appointingentitywillgo awayif there is a provision otherwisein theBylaws. This differencemeansHodges is not controlling.
In sum, under Section 33-31-809, the General Synod would havethe poweritclaimed to remove some orallof Erskine’s Trustees onlyif Erskine’s Bylaws do not “otherwiseprovide.” Thedetailed andcomprehensive fashion in whichErskine’s Bylaws deal with removal support the conclusion, forpurposes of assessingPlaintiffs’ likelihood of success onthe merits that, that the Bylaws do“otherwiseprovide”and that the General Synod thereforedoes not havethe right to remove Trustees. On thebasisof this analysis, Plaintiffs haveshown therequired likelihood ofsuccess on themerits.
C. Inadequate Remedyat Law

Given the foregoing analysis, the absenceof an adequate remedyat law is plain. No damages remedycould compensate fordeprivation of the right of aTrusteeto participatein

Boardactivities, or fortheharms that could flowfrom actions taken on behalf ofErskine byan improperlyconstituted Board– includingbut notlimited to the rewritingofErskine’s Bylaws
and the selection ofanew President. An injunction is necessaryto preventactions that could not be compensated later. SeeHousing Authorityof El Paso v. El Paso, 141 S.W.3d 663, 668 (Tex. App. 2004) (“the probable, imminent, and irreparable harm resultingfrom an illegally
constituted board of commissioners cannot be adequatelycompensatedforin damages”).

In light of the foregoing,the equities balancein favor ofgrantingthe injunction requested byPlaintiffs. The risk ofanyharm that mightflow fromgrantingthe injunction is far
outweighed bythe risk ofharms thatwould resultfrom a denial.

V. The Preliminary Injunction

Forthe foregoingreasons, itis appropriate to enter apreliminaryinjunction to maintain the status quo as itexisted priorto theGeneral Synod’s March 3, 2010actions. Accordingly, pursuant to SCRCP65, theCourt herebyorders that theGeneral Synodandits officers, agents, servants, employees,andattorneys, as wellas thosepersons in active concert orparticipation with them who receiveactual noticeof this orderbypersonal serviceor otherwise arehereby enjoined from
(i) removing, or attempting orpurportingto remove theBoard ofTrustees of Erskine as itexisted priorto March 3, 2010 (the“Existing Board”) or any member thereof, with theresultthat the Existing Board (takingaccount ofany changein its composition pursuant to Erskine’sBylaws) will be recognized as the Board ofTrustees ofErskine;

(ii) appointinganynew Trustees of Erskine,except for annual appointment of five Trustees to fill expiringterms in accordancewithArticleII, Section 3 of Erskine’s Bylaws, andexcept forthefillingof vacancies in accordancewith ArticleII, Section 7;

(iii) conveningor encouragingtheconveningof anygroup otherthan theExisting
Board that claims to bethe Board ofErskine;

(iv) declaringanygroupother than the Existing Boardto be theBoard ofErskine;
and/or

(v) engagingin anytransaction or activityin which the restrained partypurports to control or act for oron behalf ofErskine, or purports to control or dispose of the property, funds, or other assets of Erskine other than pursuantto
authorities or arrangements existing prior to March 3rd,2010 and only to such extent the actions are undertaken in therestrained party’s capacityas an existing trusteeof Erskine or employeeof Erskine,and arenormal for and appropriate to thatcapacity.

Thisinjunction shall remain in effect untilmodified bythe Court.

It maybeworthwhiletoemphasizebrieflysomethings that this injunction does not do. It does not“freeze”thecomposition of theExisting Board; those Trusteeterms otherwiseset to expirewhile this injunction is in effect will expire, and appointments of successor Trustees may bemadein accordancewith the Bylaws. Theinjunction does not prevent anyindividual
enjoined person who maybeamember of theExisting Board (includinganyonenewlyappointed to fillan expired term) from engaginginallactivities normal and appropriate foraTrustee. Nor does itpreclude (or require) provision of financialsupport to Erskine bytheGeneral Synod,as has occurred in thepast.
Inaccordancewith Rule65(c), Plaintiffs aredirected to provide securityinthe amountof FiftyThousand Dollars($50,000.00). Said securitymaybe postedas a SuretyBond or10% cash paid to the Abbeville CountyClerk of Court bypersonal check from oneof thePlaintiffs, or by
an attorney’s trust account check. TheCourtfinds that this amount is appropriatebecause this injunction, should itlaterbe found to be improper,is unlikelytocause material financial hardship to theGeneral Synod.
ITIS SO ORDERED.

EugeneC. Griffith, Jr.
Resident Judge, Eighth Judicial Circuit

April , 2010
Laurens, South Carolina