by David Cook on June 17, 2014 in church law
Recently, we have had the opportunity to review several churches’ Bylaws and Governing Documents for legal sufficiency. This is an important, but often overlooked area in many churches. So let’s look at a few of the problem areas that I see for churches when dealing with their Bylaws and Governing Documents:
- First, in many situations the original Articles of Incorporation/Certificate of Formation may have been filed many decades ago and may not conform to the present realities of the church’s situation. One that I just looked at had been filed in the 1950s, and stated that the church would have a term of 50 years. Fortunately, someone at the church had caught this before the 50 years was up and had amended it so that the church’s existence is now “perpetual.” But, this could have been a big blunder that could have seriously affected the church.
- Likewise, many times the original Articles of Incorporation/Certificate of Formation may not represent the current mode of operation in the church. For example, one church that I recently helped had created a New Member Program years ago, and anyone who went through that program to the satisfaction of the ministers became a member of the church. However, the original Articles of Incorporation stated that no one could actually become a member unless they were voted on at the annual business meeting–meaning that if someone wanted to become a member at any time in between meetings, they might have to wait 6-12 months until the next regularly-scheduled business meeting. Obviously, this was a problem, and so we’re working with the church to amend the Articles of Incorporation to be in conformance with the church’s current policies.
- Third, each church needs to make sure that their Bylaws effectively deal with some of the “tough” issues that could arise–such as having to terminate a pastor, revoke a person’s membership status, etc. These types of issues rarely come up in most churches, but if they do, the event is sure to be a very controversial time in the church’s existence. It is important in such cases to have clear-cut rules in the Bylaws on how to deal with these issues so that no one can question whether such actions were taken ethically and lawfully. I always tell churches that it is better to think through some of those controversial issues now (when everyone is seemingly happy) than when the issues come to a head down the road.
- Finally, churches will want to review their Bylaws every few years to make sure that they conform with how the church wants to do business. For instance, if the church adds a committee, it may be important to update the Bylaws to include that committee. Likewise, if the church opens a daycare facility, it will want to amend its Bylaws and look at how that facility is governed. Or, if the church changes the way it accepts certain donations (such as land, which may carry hazardous waste liabilities that would harm the church), the church will want to amend its Bylaws to conform with its current policies.
All of these issues can be very important in maintaining the healthy operation of a church. If you haven’t had your church’s Bylaws and Governing Documents reviewed in quite some time, give us a call. We would love to help guide you through this process and help pinpoint some areas that may need some work. Give us a call at 214-886-7633 if you need assistance in this area.