“Bylaws” can be confusing. The “bylaws” might be the controlling legal document for a church. Or it could be a second or third-level document. Our ‘model’ for governing documents is below; if you’d like efficient and affordable advice about drafting documents, please call us at 1.816.398.3805.
First Layer – Articles
The top layer of documents for an incorporated church in Missouri will be called “Articles.”
If your church is not incorporated, the top document may be called something else. A common traditional format was to have one document, usually called a “constitution and bylaws.” It was the written contract among the members of the church.
But if you are a chapter 352 corporation, you will have Articles of Agreement. Under Chapter 355, your church will have Articles of Incorporation. A church files Articles with the government to be recognized as a corporation. The State requires certain items to be included in the Articles.
No matter the label, Articles control inside the church. Unless they violate or contradict some outside law, the church must follow its Articles.
Sometimes, a church constitution satisfies the requirements for Articles, and someone decides to file that document with the state. That saves time now, but could create hassles later.
But the Articles layer answers the Government’s specific questions. The Secretary of State has little to say about the process for calling a minister or amending a statement of faith. We tell most clients to adopt short Articles, to avoid unnecessary amendments with the State.
Second Layer – Constitutions
After Articles, churches have a second layer of governing documents. This is usually a “constitution,” which addresses fundamental internal operations.
Constitutions are still subject to the law, including the official Articles. Constitutions allow organizations to choose, in advance, how to cooperate together.
A Constitution should address fundamental internal operations. These are the things that would take extraordinary agreement among the group to change. Issues in Constitutions include a basic purpose, or ultimate authority in the church. The church must say how members become members, and ministers become ministers. And the church must say how those roles stop, too.
This document is the most detailed description of a church’s plan for living out good news. It establishes basic agreement. It should also state the rules for disagreement. Do not plan for perfect church leaders or members. You will be disappointed. If your basic rules don’t help you solve disputes, disputes will expand to include a fight over the rules.
Third layer – Bylaws
Next, we usually see “bylaws” as a third layer of governing documents. These are rules for internal, recurring items that are not super-majority issues. In this layer, you might see rules for committees; relationships between members, elders, and deacons; or annual meeting rules.
For example, it should not take a super-majority to create a building committee, or to assign a new staff member to a ministry team. If it makes sense to have a budget submitted by June instead of August, a 75% vote isn’t necessary. It might be fundamental that a pastor must interview and recommend a candidate for membership. But it could be a mistake to have all the details of the interview process laid down in legal stone.
There is some art to defining these issues, and they arise out of experience. How do deacons relate to elders and the Congregation? Do we have some standing rules at business meetings, like limits on speeches? Do we have an approved list of ministries or causes that can use church facilities? It’s important to have flexibilty in many areas of agreement.
Fourth layer – Policies, resolutions, etc.
Larger churches may need more layers of governance. We call rules for the operations of a specific part of the organization “policies.”
Usually, policies are set by a manager or team leader. For example, the Elders (or pastors) should have a policy manual that governs staff. The Deacons may establish policies for wise use of a benevolent fund. The church may wish to have a policy about weddings and community events on church property.
But don’t ask people to do too much in a meeting. A business meeting is rarely the place to draft a budget or a policy involving legal issues. In most cases, some other group should have the job of drafting and considering proposals actions. They should present their work to the larger body, provide information, and allow questions. The larger body can adopt, refuse, or send back the proposal for more consideration.
Churches can also adopt one-off instructions or resolutions or actions. For example, approving a new mortgage is a matter for the whole church in many congregations. Someone should record these decisions in the minutes, or elsewhere, even though they are not part of the bylaws. If the issue comes up again, it might be time to consider amending a governing document at the appropriate level.
Of course, this is a general description of complex law. If you are facing difficult or complex issues in your congregation, please call us at 816.398.8305.
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