Regardless of how a church is organized, whether as a nonprofit association or corporation, it should have a governing document that sets out the basic features of its management. Unincorporated associations may call this document by various names, but incorporated churches refer to it as the bylaws. The contents of a church’s bylaws are somewhat determined by legal requirements, but the law grants organizers leeway to choose many aspects of how their church is governed.
The bylaws of a church determine most aspects of how a church is managed as an organization. They also can determine the kind of legal liability a church has and can be important whenever the church enters into a major transaction. In general terms, these are some of the more important details typically covered in a church’s bylaws:
- Management voting rules. Specifying how important decisions get made is a key part of a church’s bylaws. Who will have a vote, how many votes are required to approve resolutions, and how votes are cast are all examples of important issues that are addressed in bylaws. Compliance with voting requirements is critical, especially when the church is entering into an important transaction, like buying real estate. The bylaws’ voting rules also cover things like what sort of approval is required to dissolve the church or sell significant property.
- Rules governing meetings. Bylaws can spell out a wide variety of details about how management meetings are conducted. How much notice is required to members or directors before a meeting is held? How many members are required for a quorum? How often should meetings be held?
- Management powers and responsibilities. A church’s bylaws can define the specific obligations of a member of its board or management group, as well as anyone serving as an officer. The bylaws also define the authorities granted to officers and directors. For example, bylaws may specify who may bind the church contractually.
- Procedures for replacing directors and officers. Bylaws describe the process by which a director or officer may resign or be removed, as well as the process for filling an empty seat.
- Designating the church’s mission and denomination. It can often be important to a church to define its religious views in its governing documents.
Forms of bylaws are available online, but church leaders should use caution before relying on a legal document that hasn’t been reviewed by an attorney. Quite often a form will contain outdated language or will leave out matters that are critically important to a church’s specific governance needs.
The Church Law Center of California provides governance advice to religious and secular nonprofits. We can help your church craft bylaws that will help it manage risk and provide for smooth church management going forward. To learn how we can help your church, call us today at (949) 892-1221 or reach out to us through our contact page.
