Should the Congregation Vote on By-Laws and Articles of Incorporation?

Hi Michael,

Article 37 of the Church Order talks about requiring the congregation's "judgment" (you can substitute "vote") with regard to "major matters."  Articles of Incorporation and By-laws are clearly in that realm.  In fact, when the article goes on to talk about council having the "authority to [make] and [carry out] final decisions," it excludes "those matters stipulated otherwise in the articles of incorporation or by law."  If you now look at the "model articles of incorporation" in the Supplement to Article 32-d of the Church Order, you will notice that Article VIII there indicates that amendments can only become effective when "at least two thirds of the members of the church who are present and entitled to vote" approve of them.  The model for Canadian churches has similar language.  It is actually the state or province that requires such congregational approval.  Not to call for a congregational vote on changes to the Articles of Incorporation is a violation of the law!

I do hope this helps.

Michael:

Church Order Article 37 states: "The council, besides seeking the cooperation of the congregation in the election of officebearers, shall also invite its judgment about other major matters, except those which pertain to the supervision and discipline of the congregation. . . ." Peter Borgdorff, in his 2015 revision of the Manual of Christian Reformed Church Government adds that "The congregational meeting gives the council opportunity to seek the judgment or advice of the members on various matters, such as the program of the church, evangelistic outreach, and community relations."

The Articles or Bylaws usually indicate the process for making/adopting changes. Did you happen to check if this is included? If it is not indicate, I suggest erring on the side of grace and bringing the changes before the congregation for their information and for adoption.

Thanks for your question.

Dee Recker, director of synodical services

[email protected]

I'm going to suggest that whether or not the congregation votes on changes to articles or bylaws depends in great part on the existing articles and to a secondary extent existing bylaws.

Regardless of what CO says, the existing articles (and/or bylaws) really control on this question.

One could of course make the argument that a church's articles/bylaws should, given the CO, say this or that, but that doesn't mean they do.  Bottom line is that existing articles/bylaws have much, much more to say about who votes to amend them than CO.

I should say this too.  Articles for a church need not (legally) provide that church members vote on amendments.  And if they don't, but rather allow the corporate BOD (aka BOT, depending on the state) to change the articles, then passing by the congregation is quite lawful.  I wouldn't say such articles are wise, but some non-profits, even churches, do not provide for congregants to vote on major governance documents. And that is quite lawful.