Local Church Bylaws Information
Bylaws For Congregational Churches A Summary Prospectus
By Barnet M. McKee, Conference Attorney
Although infrequently referenced once adopted, a congregation’s bylaws are an essential component of well-functioning church governance, legal transactions with third parties, and a defense against ill-considered decisions by individuals or smaller groups within a congregation. However, bylaws should not be confused with a congregation’s corporate Charter. The issuance of a corporate Charter is frequently conditioned by State law upon the adoption of bylaws for the continuing governance of the organization. Thus, the bylaws may not contravene anything required by State law for the issuance of a non-profit corporate charter and must also contain certain required provisions. Although an “unincorporated” congregation (i.e. operating without a Charter) may function as a church and adopt bylaws for its governance, it is highly recommended that every congregation formally and legally incorporate for the protection of its members against potential individual liability for corporate actions of the church. A church’s corporate charter essentially represents a bargain made with the State wherein the State promises to protect the members against individual liability IF the congregation behaves in certain responsible ways intended to ensure fairness and due process in governance and in dealings with third parties.
The requirements for obtaining and maintaining a corporate non-profit Charter and conforming bylaws VARIES SIGNIFICANTLY FROM STATE TO STATE. Consequently, a congregation should seek advice from a competent attorney licensed and practicing in the same jurisdiction. If a referral to a local attorney is needed, please contact your Conference Attorney or Conference Minister.
A congregation’s corporate Charter and bylaws are legal documents and should not be adopted by a congregation without being reviewed by legal counsel for compliance with State law requirements. In general, a State will require bylaws to address and comply with State law on some or all of the following issues:
- Election of directors, terms of office, filling vacancies
- Officers and their duties, execution of contracts with third parties
- Notice and frequency of meetings of governing board
- Notice and frequency of meetings of the members
- Conditions for membership and dismissal of members
- Gift of corporate assets upon dissolution
- Non inurement of corporate assets to individual benefit
- Cumulative voting, voting by proxy, remote participation in meetings
- Conflicts of interest
Bylaws should contain very little language unnecessary for compliance with State law and forethought should be given to the possibility that they may become evidence in a judicial proceeding. Congregational functioning (committees, groups, etc.) and theological statements that are specific to a local church setting may better be addressed in policy resolutions duly adopted by either the governing board or the members.