Tag: church bylaws

RELIGIOUS BYLAWS

There is sometimes a thin line between ecclesiastical language in church bylaws and secular language intended to satisfy state law requirements. Enforcement of church bylaws is generally possible in a contract action in a secular court. However, religious language in bylaws may not be.

In Weare Bible Baptist Church v Fuller, Slip Op. (NH, 2019), the New Hampshire trial court tried to enforce the bylaws as written using its contempt powers. The founding pastor was permanently incapacitated by stroke. The wife of the founding pastor refused to give up the parsonage resulting in its loss of property tax exemption. The wife also led a faction, primarily of family members, that usurped the corporate seal and office of the Treasurer. Using the corporate seal, the wife’s faction attempted to terminate the successor pastor’s employment and notified the Secretary of State in a writing sealed with the corporate seal that only the wife’s faction retained control of the corporation. Resolution of the issues in the trial court required a three day evidentiary hearing that included testimony from an expert witness in denominational practice and polity. The appellate court reversed and remanded ordering the trial court to consider only deeds, trusts, and statutes. If the trial court could not resolve ownership and control issues with those documents, church governance documents would next be considered but only within the confines of Neutral Principles of Law.

The opinion is silent regarding whether the disabled pastor was provided for through disability insurance or other church purchased safety nets. The opinion is silent regarding whether the parsonage was fungible in some reasonable manner. The silence prevents a determination as to motivations: such as whether the wife was trying to retain control or was acting in desperation because of an involuntarily imposed vow of poverty. The lesson that can be gleaned however is that religious language in bylaws can be internally enforced by the church or not at all. To be enforced regarding corporate governance rather than church governance, the bylaws should give unto Ceasar.

ECCLESIASTICAL CONTRACT TERMS

The Ecclesiastical Abstention Doctrine of the First Amendment prohibits courts from hearing matters based on religious doctrine or polity. Many evangelical churches, most of which are congregational even though they may also be denominational, incorporate into church governance documents such as bylaws contract terms that are more or less quotations of Scripture. Internal church dispute resolution often is procedurally described in bylaws by quotation, more or less, of Matthew 18.

In Adkison v Williams, Slip Op. (Ohio App. 2019), the trial court held that claims to membership in the church by the Plaintiffs were outside judicial review by virtue of the Ecclesiastical Abstention Doctrine. The internal dispute resolution clause in the bylaws was more or less cloned from Matthew 18. The appellate court noted that the bylaws of the church were contractual and that a church did not have “unbridled” freedom to disregard them. But, the particular dispute involved the application of the dispute resolution clause inspired by Matthew 18 which the trial court and the appellate court were unwilling to interpret or enforce. The Plaintiffs alleged the church leadership terminated their membership and when a dispute arose, did not submit the dispute to the congregation for a final vote. The interpretation required was whether in Matthew 18 the requirement of congregational submission was or was not required or automatic, or whether that step may be left to the discretion of leadership. Both courts declined to make the interpretation.

Congregational churches should verify their written membership rolls at least annually and purge persons that no longer attend or participate. It is not necessary to give notice of this action nor to explain to anyone why it is being undertaken, but it is helpful to record the action in minutes of the governing board. Such membership rolls will, in a controversy, be useful to identify who can actually vote and who can be elected to church leadership. Routine membership roll purges should not be confused with disciplinary membership terminations. Disciplinary membership terminations should be documented in the minutes of the governing board, too. Especially regarding disciplinary membership terminations church security personnel should be notified of the action so that they may observe a trespasser until official law enforcement can arrive to address any problem.

OLD FASHIONED CHURCH USURPATION COUPS

Churches that do not have properly or completely drafted control documents like bylaws will in business matters, rather than religious matters, be bound by state corporations statutes. Usurpers usually fail to take this into account or do not know. To enforce a statute on church business governance, rather than on religious matters, can only be done judicially and is an expensive method of church governance.

In Lee v Paik, Slip Op. (Tex. Civ. App. 5th, 2019), the temporary part-time pastor hired in 2002 was by 2009 ready to lead a coup. A congregational election was held in 2009 in which the not so temporary pastor was declared president of the church corporation and removed two of three sitting church board members. At the election, one of the three board members was present. The bylaws did not specify how replacement board members would be chosen as candidates or elected. The trial court held in the silence of the bylaws about electing new board members that the state corporations statute would control. Under the state statute then in effect, new board members could only be nominated and elected by the existing board in the absence of a provision in the bylaws for some other method. Because the board did not elect the new board members or remove the prior board members the trial court held the 2009 election was not effective. Moreover, the temporary part-time pastor was never entered as a member of the church on the membership rolls, and there was no evidence he had ever been a member, and for that reason lacked standing in court to challenge the prior board’s action in terminating him or nullifying the election. The appellate court confirmed the trial court.

Church governance documents should be updated every couple of years, as needed, following the amendment process set forth in the document. At the least, the church government should formally consider it and if there is no need the church board should decline to make a change. Recording the decision in the board minutes is also imperative. Merely ignoring the document until a serious problem arises is a fast road to legal expenses or enabling a usurper.

TRADITION AS A CHURCH GOVERNANCE POLICY

Occasionally, churches get into bad habits. Such a church may adopt a set of bylaws and a constitution when the church is formed but ignore them for decades. Eventually, however, church growth, maturation, or a dispute force the bylaws and constitution into the light and into use. The argument that the bylaws and constitution “aren’t the way we have done it” may not preserve seemingly long-established tradition. If a church ends up in a court of law on an issue that would otherwise be governed by the constitution and bylaws, tradition, especially oral and anecdotal, will be hard to prove and very unlikely to be recognized as controlling.

In Leggett v True Zion, 2018 IL App (1st) 171101 (Slip Op.) (Ill. App. 2018), prior church leadership wanted to select the new pastor and new board of directors. The congregation, however, decided to follow their bylaws and the board recorded in their minutes that the congregational meeting would be called consistent with the bylaws. The Plaintiffs actually attended the congregational meeting, which waived any notice issue, but “declined” to vote. The plaintiffs filed suit challenging the authority of the congregational meeting to select a new pastor and the new board of directors and alleged the church tradition was that the pastor would be selected by the church “overseer” and not by the board and confirmed by a congregational vote.  The bylaws were consistent with Illinois non-profit corporation governing statutes.  The trial court dismissed the case with prejudice and the appellate court affirmed.

Church corporation governance documents are important in a church dispute. Bylaws should be followed, written minutes of meetings consistent with the bylaws should be maintained, and every couple of years the bylaws should be updated, if needed, using the procedure in the bylaws for doing so. Tradition is a relic of the past in church governance. If the tradition is that important, or deemed as a spiritual requirement, the bylaws should be amended to incorporate and spell out the tradition. If the tradition is not a relic, stop treating it like one. Even small churches have enormous financial assets compared to their size. No one would want to own a home without a valid title (and probably valid title insurance) and valid homeowners’ insurance by relying on their tradition of living there and paying the bills.