Churches that do not maintain valid membership rolls and maintain current bylaws risk disputes over control when factions in a church become intractable. Courts faced with such disputes will decide them using Neutral Principles of Law, such as corporate statutes, and ignore ecclesiastical concerns that are not incorporated into a governing document.
In Cohen v Berliner, 2021 NY Slip Op 30682 (U) (Kings County, NY, 2021), the membership roll was lost and no bylaws had ever been adopted. Thus, there was no procedure for determining who the voting members were. The faction apparently in the majority finally petitioned for a special meeting to elect governing board members. Under state law, it only took ten members to call a special meeting. The Court ordered an evidentiary hearing to see if among the 200 members allegedly signing a petition for special meeting there were ten actual members. If so, the Court would order, consistent with state statutes governing corporations, a special meeting to elect a governing board.
The basic principle set forth in the opening paragraph was confirmed by the reported case. Bylaws adopted by a church corporation should set forth the criteria for membership and the procedure for verification of the membership roll. Verification of the membership roll should be done every year and become a governing board tradition on or about the same date every year. The bylaws should also set forth the qualifications to hold every office and position, at least in general terms. Employment positions below the level of senior pastor or minister should be delegated to the governing board so that popularity contests do not become the norm for employment decisions. Whether to require submission of the employment or termination of the senior pastor or minister to a governing board is often a matter of church tradition and may for that reason, require a vote of the membership rather than just the board. In any event, the bylaws should specify the authority and process for hiring and terminating the senior pastor or minister consistent with the church tradition. Official copies of both the membership roll and the bylaws should be maintained not only at the church property but, in this day and age, in the cloud or otherwise off site. Amendments to membership rolls or bylaws should be done carefully and official copies maintained both on and off site.