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How to Change Your Church Bylaws Without Changing Them

By Raul Rivera

I want to introduce an important concept to simplify maintaining your church's compliance. Many churches adopt bylaws, but as time passes, the way they operate changes. A significant issue arises when they forget that the bylaws they adopted years ago now conflict with their current practices. Courts have often overturned church board business decisions that conflict with the church's bylaws. So, how can a church keep its bylaws up to date with its current practices without undergoing formal amendment procedures? Following is an example that will show you how to change your bylaws without changing them.

Example Church XYZ

When Church XYZ initially drafted its bylaws, it included a specific membership process. As time passed, they found that specific requirements within this process needed revision to serve their congregation better. The church leadership embarked on a formal amendment procedure to update their bylaws. It was a task that demanded considerable effort and the congregation's consensus. Six months after this painstaking process, the church was once again faced with the need for further changes to its membership criteria.

Reluctantly, Church XYZ began preparing for another round of amendments. The prospect of revisiting this procedure was met with considerable dismay, as it seemed to be a recurring challenge. However, they were introduced to a transformative legal concept during this period: "incorporated by reference."

This concept presented a solution to their predicament. They discovered they could create a membership handbook and incorporate it into the bylaws by reference. This meant that any future modifications to the membership requirements could be made directly in the external document without needing to amend the bylaws themselves. This external document would be legally recognized as part of the bylaws as though the text were physically included.

Embracing this concept, Church XYZ was able to streamline its governance. By incorporating their membership process by reference, they avoided the redundancy of bylaws amendments. This strategic move not only saved time and reduced frustration but also allowed for greater flexibility and responsiveness to the needs of their growing church.

Incorporated by Reference Explained

The legal concept of "incorporated by reference" applies when a document or section thereof is brought into another document by simply referring to it. Instead of copying the document's entire text and pasting it into the bylaws, you can incorporate it by reference, meaning you acknowledge that the document is as much a part of the current document as if it were written in the document itself. This is commonly used in contracts and legal filings to streamline document management and avoid redundancy. Below are examples of items a church may incorporate into its bylaws by reference.

Things to Include by Reference

  1. Written Doctrines: While a church needs to outline its faith and doctrine, detailed theological positions might be better placed in a separate doctrinal statement or charter. This allows the church to adjust its theological stances without needing to amend its bylaws. For example, a church may add a doctrine on marriage and human sexuality.  Once approved written doctrines are approved, they become part of the bylaws.  If the church later amends any of the doctrines, as soon as they are approved, the new version is automatically part of them.
  2. Membership Requirements: While churches may have membership requirements, these will change from time to time.
  3. Detailed Operational Procedures: Including detailed day-to-day operational procedures can make the bylaws cumbersome and difficult to amend. Operating procedures are often better handled in a separate policies and procedures manual.
  4. Denominational Guidelines: If the church is part of a denomination, the denomination's governance guidelines may change from time to time.  Incorporation by reference will save the church time and resources.
  5. Church Policies: Specific church policies, such as child protection policies, code of conduct, or conflict resolution procedures, should be maintained in a separate policy and procedures manual and incorporated by reference.

By incorporating these items by reference, a church can keep its bylaws focused on essential governance matters while ensuring that other important details are officially recognized and can be updated as needed without a full bylaw amendment process.

Sample Text for Church Membership by Reference

Article VII: Governance by Church Membership Manual

Section 1. Adoption of Membership Manual
The church shall maintain a Church Membership Manual (hereinafter referred to as 'Membership Manual') as part of the church’s records book. The Membership Manual, which may be amended from time to time, is hereby incorporated by reference into these bylaws and is to be considered as binding and integral parts of these bylaws.
Section 2. Amendments to the Membership Requirements
The Membership Manual may be amended, altered, repealed, or restated by a resolution adopted by the Board of Directors at any duly convened meeting, provided that any such amendment is consistent with the church’s mission, vision, and faith principles.
Section 3. Incorporation of Amendments
Upon approval of any amendment to the Membership Manual, the amended Membership Manual shall be recorded in the church’s records book. Such amendments shall take effect immediately upon approval and be considered automatically incorporated by reference into these bylaws. The church's Secretary shall maintain an up-to-date copy of the Membership Manual and ensure that any amendments are promptly recorded and made accessible to the church’s members.

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