Information every board member should be familiar with.
As a church board member, you should be familiar with and be able to identify a number of records, including the following:
If your church is incorporated, the document that you submitted to a court or to the secretary of state to become incorporated is generally referred to as the articles of incorporation. It is typically a short document that contains the church’s name, address, period of duration, initial board of directors, and statement of purposes. When this document is recognized by the state, and the church’s corporate status begins, the articles of incorporation is called the charter. There are a few things that church board members should know about their church charter.
First, it is the most authoritative legal document that the church has. In the event of a conflict between the charter and any other legal document, the charter generally will control.
Second, since the charter defines the purposes for which your church was established, it is important for you to be familiar with this document.
Third, the charter may contain restrictions or limitations that the board needs to be aware of. For example, some charters impose restrictions on the sale or purchase of church property, the size of the board, and debt limits. Others contain a reverter or dissolution clause specifying what happens to the church’s property if certain conditions occur.
Fourth, the IRS requires that certain provisions be included in a church’s charter. These include prohibitions on political activities and the payment of unreasonable compensation. It would be well to review your charter to be sure this language is included.
Fifth, you should also check the period of duration specified in your church charter. This provision will determine the length of your church’s corporate life. Many churches were incorporated years ago for a specific number of years. In some cases this period expires without anyone knowing about it. The result is that the corporate status of the church lapses.
Unfortunately, this can have negative consequences, since it may expose church members to personal liability. So, be sure to review your charter and determine the period of duration of your church. It should say perpetual. If not, you may want to consider amending your charter. Also, be sure you are familiar with your charter’s statement of purpose.
This is the document that contains most of a church’s rules of internal administration and governance. While the name for this document varies from church to church, I will refer to it simply as a church’s bylaws. At a minimum, church bylaws should cover
Other matters that should be considered for inclusion in church bylaws include:
It is essential for church board members to be familiar with their church’s bylaws, since this document covers so many issues of church governance. (If you have not read your church bylaws, I urge you to do so.) Church bylaws often contain ambiguous language, and this is a major source of church disputes. For this reason, among others, it is a good practice to have your bylaws reviewed periodically by a local attorney. One final point concerning church bylaws: it is a good practice to date your bylaws. This will avoid the common problem of a church having multiple versions of bylaws with no clear idea of which is the most recent.
These records obviously come in a variety of formats. Church board members owe various fiduciary duties to their church, and these include familiarity with the church’s financial records. It is your responsibility to insure that appropriate safeguards are implemented with regard to the handling of contributions, that cash and expenses are properly recorded and presented in the church’s financial statements, and that the church is properly receipting donors for their contributions. You should be reviewing the finances of the church at each board meeting, and asking questions about anything that you don’t understand or that seems irregular.
It is often critical for a church to be able to identify those persons who are active voting members, since in most cases important questions of church administration ultimately are decided by the members. For example, members often are empowered to elect pastors, or purchase or sell church property. Many churches have bylaw provisions that call for the periodic review of the membership list to be sure that it is up to date. Do your church bylaws contain such a provision? How recently did you review and update your membership list? Are you familiar with the procedure and grounds for removing members from this list? As a board member, you should be able to answer these questions.
Most churches conduct an annual business meeting, and occasionally hold special meetings. Your church should keep minutes of all of these meetings. Churches should also maintain a complete set of minutes of board and committee meetings.
Do you know where your church’s general liability policy is maintained? Are you familiar with the terms of your policy? For example, do you know how much coverage your policy provides for personal injuries? What about incidents of sexual misconduct? Unfortunately, coverage for such incidents is reduced under some insurance policies, and it is essential for board members to know how much coverage their church has. If it is limited, then you either should be looking for additional coverage, or taking aggressive steps to adequately screen and supervise those persons who may have unsupervised access to children.
These will include payroll tax forms, housing allowance designations for your pastors, contribution records, and any other forms you have filed with the federal government or with your state or local government. For example, you may have records to confirm your church’s exemption from property taxes, or from state sales tax.
These are the reports that your church filed with the secretary of state’s office. In many states, incorporated churches are required to file an annual report with the secretary of state. This is a simple form that takes only a few minutes to complete. Failure to comply with this requirement can jeopardize a church’s corporate status, thereby exposing church members and board members to personal liability. Church board members should know if their church is incorporated, if it is required to file annual reports with the secretary of state, and if it has consistently done so. If you are not sure, contact a local attorney, or call the secretary of state’s office in your state capitol. In many states, this information is now available on a website maintained by the office of secretary of state.
These will include applications for employment, reference checks, information concerning disciplinary actions, the I-9 immigration form that all employers, including churches, must maintain for each new employee, and any other document relating to your employees.
Have you seen this document? It may contain information of vital importance to your church. Let me give you an example. Many church deeds contain restrictions on the sale of the church’s property. A common example is a donor who gives property to a church with a stipulation that it will belong to the church so long as it is used for church purposes. Many years later the church decides to sell the property and relocate, and only then does the church discover the restriction. The point is this: long before you consider selling your property, be sure to review your deed to see if there are any such restrictions that will limit the church’s right to sell. A failure to do so may result in a reversion of the property back to the previous owner. Some of these records may be required by law. For example, the Model Nonprofit Corporation Act, under which many churches are incorporated, requires incorporated churches to maintain complete books and records of account, minutes of business meetings, minutes of board meetings, and a listing of current members. Most of a church’s records are not required by law, but it is very important for board members to be able to identify and understand the relevant provisions in all of these records.
Richard R. Hammar is an attorney, CPA and author specializing in legal and tax issues for churches and clergy.
This content is designed to provide accurate and authoritative information in regard to the subject matter covered. It is sold with the understanding that the publisher is not engaged in rendering legal, accounting, or other professional service. If legal advice or other expert assistance is required, the services of a competent professional person should be sought. "From a Declaration of Principles jointly adopted by a Committee of the American Bar Association and a Committee of Publishers and Associations." Due to the nature of the U.S. legal system, laws and regulations constantly change. The editors encourage readers to carefully search the site for all content related to the topic of interest and consult qualified local counsel to verify the status of specific statutes, laws, regulations, and precedential court holdings.
