Part two of a two-part series taking a look at our area Granges and their future. In El Dorado County and across the state, a fight is on for who will control the property of the different granges. Some granges (now guilds) have chosen to leave the State and National Grange and instead join the California Guild. Numerous lawsuits have been launched as a result. Lawyers for both sides were interviewed regarding what are the issues that will ultimately be decided in court.
A knife fight in a dark alley
Multiple issues seem to figure into the turmoil: conflicting personalities, politics and a divergence in philosophy between some of the local chapters and the state and national organization over agricultural policy.
California, in particular, became an irritant of the National Grange after Bob McFarland was elected Master of the State Grange in 2009 and again in 2011. Master is the same as being president.
With so much property and possibly the future of the National Grange at stake, multiple lawsuits are working their way through the courts along with two appeals of previous decisions.
The attorney representing the guild’s side is Mark Ellis, a lawyer based in Sacramento. McFarland’s attorney since 2012, Ellis is also handling the lawsuit the Marshall Guild has lodged against Ed Komski, master of the reconstituted California State Grange and Linda Chernoff, who locked people out of the Marshall Guild. Ellis also represents 35 to 40 other guilds in a similar position.
“The litigation began when McFarland was told to resign or step down,” Ellis said. “But now it’s a power struggle and struggle for the hearts and minds of the grangers. That is where Marshall has been put in a pinch point. The new State Grange is claiming their property. It changed its by-laws to retroactively take people’s property. That’s the nub of the legal issue. I represent guilds all across the state plus the California Guild. It’s truly a knife fight in a dark alley because the State Grange wants to kill the guild.
“The local granges are locally owned. They bought the land and built their own facilities,” he continued. “They are all more or less independent but follow ‘grange law’ which are like bylaws. The problem breaks down when the National Grange unilaterally changes its bylaws and then says you’re bound by them in areas outside of membership. So for example, in this case at the state and local level, if the National Grange unilaterally changes its bylaws, such as if you decide to leave the organization, your property becomes our property … well they can’t make retroactive laws like that and it’s a very complicated issue. An issue that has us in the appellate court right now. The U.S. Constitution prevents the taking of property without compensation. The majority rule across the US is that a hierarchically benevolent organization cannot unilaterally change its laws and take your property by mere fiat. Mere fiat means something in case-law across the country. There has to be some legal basis for taking someone’s property such as contract. There’s some real property, trust or corporate law that permits you to do that but we don’t believe any of that is proper here and it’s certainly not proper for the state organization. But to reach down to local grassroots organizations, I don’t think there is any precedent for that at all.”
Ellis believes another issue in their favor is that local granges (now guilds) are almost always incorporated. For example, the Marshall Grange is incorporated.
“What that means is that you can revoke their charter but they are still in existence,” Ellis said. “You can change their name but can’t change the essential essence of what they are. But the newly created California State Grange is now trying to fool everybody because it has the old name and is claiming it is the true organization and the property belongs to them when legally it does not. That is the land grab aspect of this … Throughout the state the buildings are old but the property is valuable. Other than that, even if the buildings are old, in these rural areas where they are built, they play an important role in the social life of the community.”
With this happening all over California, it has resulted in seven or eight different lawsuits with Ellis involved in all of them. “This whole competition for members is going on throughout the state,” he said. “Mr. Komski, the stuff he has done, has been dirty pool. Because he now can use the California State Grange name by state order, he uses that title to confuse people and injure the California State Guild. For example, the old state grange, now the guild, had a phone number and when they changed their name they kept their old phone number. Mr. Komski went and told the phone company that he was that entity so people weren’t able to get through to the guild. He did the same with the mail service and the payroll service, so people weren’t getting their paychecks. It’s this kind of low intensity and yet pernicious interference that goes on all the time.”
Taking note of California
Ellis believes the National Grange is taking the issue seriously because it doesn’t want to see what is happening in California spread across the country. He said the courts have usually rejected claims by national organizations to the property of local chapters unless they have a contract saying as much. “That is not the case in this instance,” he said, “as it wasn’t until 2011 that the national organization unilaterally changed its bylaws to claim that local grange property was theirs.”
Ellis also believes that state law prevents the National or State Grange from taking the property of local guilds if they are incorporated.
Not so fast
In response to these arguments, Jeff Skinner who is with a Washington D.C. law firm, made the case for his clients. He represents the California State Grange and Komski as well as Linda Chernoff in the case brought by the members of the Marshall Guild. He also represents the State Grange against the California Grange Foundation which has since changed its name to the Heartland Foundation.
Skinner noted the trademark lawsuit was previously decided in favor of the National Grange although it’s on appeal. Another lawsuit in 2014, that he called Grange 1, had the National Grange suing the guild. “We won that lawsuit and the court said the guild later tried to work around that judgment. In April of last year the court clarified that judgment and awarded $144,000 in attorney fees to the national organization,” he noted. That decision is also on appeal. Another trademark lawsuit filed in what he called Grange 2 deals with other issues with the guild. Those are all federal lawsuits.
Asked if the State Grange is trying to take the land and property of the guilds, Skinner said that’s incorrect. “There is no newly constituted California State Grange. It’s the same one originally founded. The bylaws have not been changed as to how property is held. Granges, like other fraternal organizations, have acquired property over generations and generations of grangers. There have been rules in place regarding what happens to property acquired by any level of the grange. Every member promises to follow the rules of the grange. No one can join the grange without agreeing to follow the rules of the grange. This is fully consistent with California law and the point that we won on in the case in Sacramento. So far no one has taken anyone’s properties. The question is what happens to the property once a grange has its charter revoked.”
Skinner insisted the local granges, even if the original members bought the land and built the halls, don’t own them.
“A subordinate grange is a part of a larger whole,” he said. “The subordinate grange is not independent or apart from the state or national organization. Because of that, as they acquire property, they are doing it as grange members and the obligation is to stay within the grange. In a typical grange, if a grange disbands, the national will step in and try to reconstitute the grange or the property will revert to the state or national organization for the good of the order. In this case, we’ve got a dispute between grange members where some want to leave and take the grange property with them. And that’s what the litigation is about. The grange rules for 125 years do not allow that and that’s what we’re fighting in the courts.”
Asked what bylaws enable the organization to take the land. Skinner said those rules were always in place to begin with.
“Ellis doesn’t understand the grange rules very well or California law as it applies to hierarchical voluntary organizations,” he claimed. “The court said those laws do apply. Ellis is incorrect and that’s why every court decision has been against him. The Sacramento Superior Court judgement said the guild has no right to hold or retain grange property, the state grange was properly reorganized pursuant to the rules and the guild has to return all grange property to the state grange as of the revocation of the charter. That was a key ruling but it’s on appeal and the briefing is now close. We expect a hearing late this year or early next year.”
Questioned if this is simply a land grab as alleged by some former grange members, Skinner said that is categorically false. “No, it’s attempting to preserve the grange’s integrity, its rules and structure. The turmoil is being carried out by those who swore to uphold the grange rules. Komski is just trying to repair the damage done by those former officers.”
Skinner said the California State Grange currently includes more than 90 local granges. “No one’s property has been taken and as long as a grange remains in good standing, there is no problem,” he said. “The only danger is to those who want to walk away from the founding promise.
However, that’s not entirely the case as Komski was able to find a couple of members in the Marshall Guild who were willing to lock the hall to the rest of the membership and the Marshall example is not the only one in the state. The same thing happened to the Bennett Valley Guild in Santa Rosa.
Skinner agreed that most if not all of the California granges are incorporated but he said that made no difference in the Sacramento Superior Court case as the granges were all founded before they incorporated.
“The Marshall Grange was founded in 1930 and incorporated around 1950,” he said. “Members built their granges to be part of the order but being incorporated doesn’t change the nature of their relationship.”
Skinner maintained that there are not two granges in the state. “There is only one grange,” he said. “The question is who is entitled to control the grange’s property. The guild people tried to take control of the Marshall Grange but the judge denied it,” adding that the ruling is consistent with the way fraternal organizations are run and California law. “I’m confident the ruling will be in favor of the State Grange in these lawsuits,” he said.
However, members of the guilds would probably disagree with Skinner which is why they have chosen to fight this in the courts.
“I don’t think Komski can pay for all the legal work they are having done and the only way they can pay for it is if they are successful in taking over some of these halls and selling them,” said Wally DuBois, a leader of the Cool Community Association (which used to be the Pilot Hill Grange). “They have no recourse but to keep going and it’s stupid … But if you read the appeal, there is no way they will win,” he said, adding that he believes the case could eventually go to the California Supreme Court or the U.S. Supreme Court.