The United States Supreme Court has observed that all who unite themselves to a church do so with the implied consent to its government and are bound to submit to that church’s government. The articles of incorporation are the church’s birth certificate. This document, when approved and certified by the appropriate government officials, is commonly referred to as a Corporate Charter or the Articles of Incorporation. Church charters typically set forth the name, address, period of duration (which is typically perpetual), purposes of the corporation, doctrinal tenets of faith, and names and addresses of the incorporators and directors. However, charters rarely contain rules for internal government of the corporation therefore; it’s desirable and customary for churches to adopt rules for their internal operation. These are typically referred to as Bylaws. At times people refer to these as Constitution and Bylaws, but for our purposes we are merely going to refer to them as Bylaws.

At a minimum, church bylaws should cover the following matters:

• Qualifications, selection and expulsion of members
• Time and place of annual business meetings
• The calling and rules for special business meetings
• Notice for annual and special meetings
• Definition of quorums, voting rights, selection, tenure and removal of officers and directors
• Filling of vacancies
• Responsibilities of directors and officers
• Method of amending the bylaws
• Purchase and conveyance of property

Other matters which should be considered for inclusion in church bylaws are:

• The adoption of a specific parliamentary procedure such as Robert’s Rule of Order
• A clause requiring disputes between church members or between a member and the church itself to be resolved through mediation or arbitration
• A clause specifying how contracts and other documents are to be approved and signed
• Discussion of an annual audit by an independent, certified public accountant
• Specification of the church’s fiscal year
• A staggering of voting of directors where a portion of the church’s board is elected each year to insure continuity of church leadership from year to year.

Church bylaws should be specific because ambiguous language can be the source of church disputes. It’s essential for the church bylaws to be reviewed periodically and not just stuck in a corner until a problem arises. A periodic review and amendment will save much pain when it comes to disputes and questions because the bylaws are the official ruling voice of the organization.

It’s important to note that corporate resolutions are NOT bylaws. A resolution is an informal and temporary enactment for addressing a particular item of business, whereas the bylaws are rules of general applicability. For example, a minister’s housing allowance generally is designated by the church board as a resolution. If there’s a conflict between the corporation’s charter and the bylaws and resolutions, the bylaws always win. So, if you make resolutions that are in conflict with the bylaws, the bylaws are the rule of law and they will be the authority that determines the outcome of that particular situation. It’s very important that you know what your bylaws say and what is the proper authority and power that you actually have.