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12 Feb 2017

Do You Really Know What is in Your Bylaws?

Raul Rivera

Have you ever used the phrase “hindsight is 20/20”? 

The phrase means that it is easy to know the right thing to do after something has happened. This saying is typically used when someone realizes, after the fact, that they could have made a better decision (e.g. a purchased car that you thought was a good deal, turns out to be a lemon).

While some may use this phrase in a jovial manner, this is not a phrase you want to use in regards to your church’s bylaws. Second to the Word of God, your bylaws are the most important document in your church. When properly structured, a well crafted set of bylaws can provide your church with the strategic protection needed in today’s culture.

Therefore, I ask you, “Do you really know what is in your church’s bylaws?”

To emphasize the importance of knowing what is in your church’s bylaws, I will share with you the story of a church that was told by a Florida court that its bylaws lacked proper wording.

Do you really know what is in your church’s bylaws?

Florida court says church bylaws lacked proper wording

In 2011, a Florida court ruled that a church had to restore four board members that had been removed because they missed too many board meetings. The court declared that the church’s bylaws did not adequately deal with the removal of board members.

It all started when the senior pastor and another board member of a church in Florida passed a motion to remove four board members for missing four consecutive board meetings. 

The removed board members protested and made attempts to get restored to the board. After an extended period of time, they filed a lawsuit against the church stating that they were not properly removed. 

The trial court dismissed the case by decreeing that the "ecclesiastical abstention doctrine" prohibited the court from hearing such a case because it would entangle the court in "doctrinal and/or theological issues." 

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However, the four ousted board members disagreed with the trial court and took their claim to the Florida Third District Court of Appeals. The appeals court reversed the trial court's decision and stated that if the court can resolve the dispute "by applying neutral principles of law without inquiry into religious doctrine and without resolving religious controversy, the civil courts may adjudicate the dispute." (See Bendross v. Readon, 89 So. 3d 258 (Fla. Dist. Ct. App. 2012))

The court ruled that "because the church in the instant case had no bylaws governing the removal of board members . . ." state law determined what procedures to follow. In this case, the state stepped into a church's affairs to dictate how board members can be added or removed. It is a problem that can be easily fixed by documenting removal procedures in the bylaws and making it a doctrinal issue.

(Recommended reading: "Why Bylaws Are Important, And How to Make Yours Better")

What the church lacked in its bylaws

The removed board members claimed in court that the pastor did not have the authority to remove them from the board because the bylaws did not outline a clear procedure for the removal process. 

The pastor argued that the bylaws did not need to state a removal procedure because he had acted for spiritual (ecclesiastical) reasons on behalf of a religious corporation. He was under the impression that as the leader of a religious organization, he had the right to lead the organization in any way that he felt from the Lord. This being said, his logic for removing the four board members may have been reasonable, but he lacked the documentation in his bylaws to support the decision.

The court disagreed with the pastor’s claims and presumptions, pronouncing that state law requires the church to clearly document in the bylaws how it will govern itself. 

(Recommended reading: “8 Questions to Ask About Your Church Bylaws”

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How to properly add and remove board members

Adding and removing board members does not have to be an unpleasant process. However, as we have seen from the case outlined above, what your bylaws say (or fail to say) about the process matters. 

First, the church’s articles of incorporation must state that the adding and removing of board members shall be described in the bylaws. Second, the bylaws must include appointment and removal clauses that make the process very clear.

Adding and removing board members does not have to be an unpleasant process.

Below is a procedural outline for adding and removing board members. 

1. Adding a board member: 

Adding a board member is much easier than removing one. In many churches, board members enter their service with joy and leave with anger. This is why it is necessary that a church has a clear entry and exit procedure for those who serve on the boardNot only is a removal clause necessary, but an appointment clause is as well. 

While every church has a way of adding board members, documenting the process matters, otherwise state law will dictate. Below are the due diligence steps I recommend for adding someone to the board.

  1.  Identification: The president, pastor, or designated person identifies and invites those he/she wishes to serve on the board. A letter of invitation is then sent to each of the persons who agreed in principle with the idea of serving on the board.
  2.  Letter of invitation: In our conference manual, I provide a sample letter of invitation to serve on the board. This letter explains to the recipient that his/her decision to serve on the board is not to be taken lightly, and therefore, time spent in contemplation and prayer is prudent. The letter also welcomes the invitee to meet personally with the pastor to further discuss the matter.
  3.  Incoming board member statement: In our conference manual, I give an incoming board member statement containing five clauses that each board member agrees to and signs before he/she is appointed to the board. These clauses include active participation requirements, abidance to the constitution and bylaws, voting powers, and more.
  4.  Presentation to the board: Now that you have gone through the three requirements above, each prospective board member is presented to the board by the president or pastor. The president or pastor also submits to the board the due diligence documents (letter of invitation and incoming board member statement) and officially nominates each prospect. 
  5.  Voting in the prospective board member: Once the president or pastor has nominated the prospective board member and submitted the due diligence documents, the board votes on each nominee. I recommend a process that only allows the board to vote for those who have been nominated by the president or pastor. The following is a sample clause that can be added to the bylaws: "The senior pastor or president shall nominate the board members, and the board of directors shall confirm the directors to office." 

Every church has a way of adding board members, but documenting the process matters, otherwise state law dictates.

2. Removing a board member: 

The incorporation laws of nearly all fifty states have procedures that are beneficial to a church or ministry for how and when a board member can be removed; yet, many churches lack this knowledge. 

By clearly stating in the bylaws the church's procedure for the removal of board members, a church can avoid a court dictating what happens when a board member disagrees with his/her removal. As always, wisdom and patience should be exercised when removing a board member; however, an unyielding requirement must be that all board members live a life that is consistent with Scripture. Below is part of a sample removal clause.

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Any member of the board of directors may be removed from office with or without cause by a simple majority vote of the board of directors, including the senior pastor’s approval or the president's approval.

Take note that the clause has a condition which requires the senior pastor's vote or the president’s vote. This prevents the removal of any board member unless the pastor or president is in agreement with it. 

(Recommended reading: “What to do When You Need to Remove a Board Member”)

“I did not think of that”

In my many conversations with pastors across America, I often hear, "I did not think of that." With all of the responsibilities that a pastor faces in leading a church, today's environment of ministry is too complicated to think of every possible caveat of church compliance. 

That is why StartCHURCH exists. We work to help pastors and church leaders, just like you, succeed in managing the legal side of church.

When the Lord put this ministry in my heart, the purpose was that one day it would touch the lives of pastors in all fifty states. I encourage you to take the content of this blog and make serious efforts to apply what you learned. 

As always, we stand ready to serve you. If you have questions, please call us at 877-494-4655, or register today to join us at one of our conferences!

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Please feel free to comment. We always appreciate good dialogue. However, we do moderate each comment to ensure that it is on topic and not derogatory to other participants. We ask that you keep your comments brief and pertinent to the topic so that others may benefit.

Blessings,
Raul Rivera

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About the Author

Church Planter. Speaker. Author. CEO. Raul Rivera has had ample experience in the church planting world. His current venture, StartCHURCH, has helped 1000's of churches to start right. Raul has compiled an array of manuals and software tools that help churches stay compliant with the IRS. He also hosts over 35 national conferences per year, training pastors on how to launch their churches. Raul is married to his wife Genel, and they and their five children live in Atlanta, GA.