Bylaws and Articles of Incorporation

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Every church should have Bylaws and Articles of Incorporation.  If you are an administrative leader in your church, do you know where to find a copy of your Bylaws and Articles of Incorporation?  Last week a church called looking for models as they could not locate their Bylaws.  This winter may be a good time to review your church legal documents.

The model documents for the US and Canada are available under Church Finance and Administration Resources under the heading of Church Organization and Administration and the subheading of Legal. These models should be used for review but ultimately, legal counsel should be involved in any rewriting of your Bylaws or Articles of Incorporation.

As we serve our churches, take the time to review your legal documents.  In case there is an issue, you want to be sure that you have your legal papers in order.  It may also be time to scan those old documents so you have a digital copy. 

Of course we would prefer to talk about ministering to people and new ministry opportunities but there is probably a person in your leadership who has the gift of administration and is good with details who would be willing to take the time to thoroughly review your legal documents and compare them to these models.

 Do you know where your Bylaws and Articles of Incorporation are located? Do you regularly review these every few years?  What have you done at your church to be sure this happens?

Posted in: Church Admin & Finance; Blog Photo courtesy of Dennis Hamilton - http://www.flickr.com/photos/orcmid/3142632127/in/photostream/ Image: See Credit

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Good subject for discussion.  Permit me to add a few thoughts.

It is important to distinguish between Articles of Incorporation (aka "Articles") and Bylaws.  In fact, there is more that is different between the two than the same.  Articles of Incorporation are the church corporation's "constitution" (analogize to the US Constitution).  Though typically short, they have key provisions in them that will be incredibly important if "push comes to shove" in a church (eg., church split).  Almost always, the Articles of Incorporation can NOT be changed without a certain percentage of consent by the church (corporation) members.

Bylaws are (usually) merely a set of housekeeping rules created by the board of directors (BOD, aka council) (analogize to a set of statutes passed by Congress).  In a very real sense, Bylaws are of really no greater "power" than any other resolution (like a Statute) passed by the BOD (council) because the Bylaws (usually) can, unlike Articles of Incorporation, be changed by the BOD (council) whenever it wants to change them, without consent from the church's members.

This lead post says "legal counsel should be involved in any rewriting of your bylaws or articles of incorporation."  Absolutely.  Especially as to Articles of Incorporation (not so much Bylaws; maybe not at all).  Legal counsel is not legally required of course, but badly drafted (including "under drafted") Articles of Incorporation can result in a nightmare if division occurs in a church.  The issues involved can be complicated, involving sometimes a tricky interplay between CRC Church Order and your state's law concerning non-profit corporations.

I would also emphasize the denomination's suggested Articles of Incorporation are just "suggested."  They don't necessarily take your state's laws into account.  And you may not agree with some of the key provisions in the model CRC form.

It is also important to know that not all lawyers are "good at doing this."  In fact, relatively few lawyers have extensive experience with non-profit corporation law.  And only a relatively few among those have experience with the particularities of CRC church order and tradition.

Finally, I would suggest this: while a periodic review of Articles of Incorporation may be good, amending the Articles of Incorporation is not a simple thing to do (for a number of reasons). It is not likely that your church will ever amend its Articles of Incorportion. And if Synod puts out a "new model Articles of Incorporation," that is not necessarily a reason (or a mandate) for a church to change its Articles. Thus, it is important for churches to get those Articles right the first time.

Great post.  Informative.  Thanks!

Guide

What a great post Doug. Thanks for educating the network guide and participants reading this blog. Educating each other through comments will help us serve our churches.

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