Why Church Bylaws are Important
WHAT ARE BYLAWS?
Bylaws are a legal document which establish the rules for the governance of the Church. Bylaws are an agreement between the members of the Church regarding the management of the Church. Bylaws are not required by law and are not filed with a state or federal agency; they are an internal document.
WHAT DO BYLAWS INCLUDE?
Bylaws should be made customary and unique to every Church and as a result every Church’s bylaws should look different than the next Church’s. Generally, many areas of governance are covered in bylaws. Some of the areas commonly addressed in bylaws are the following:
- Church Meetings (procedures for holding valid church meetings (regular meetings,
special meetings, Board of Directors’ meetings, and/or annual meetings)) - Voting (procedures for proper voting and the distribution of voting power)
- Directors (duties and responsibilities of directors; also the procedures to
appoint, elect, and/or remove directors) - Officers (duties and responsibilities of officers; also the procedures to
appoint, elect, and/or remove directors) - Code of Conduct (a set of guidelines that the Church members agree to comply with
regarding ethics, behavior, and/or conduct in the Church)
WHAT CAN HAPPEN IF MY CHURCH DOESN’T HAVE BYLAWS OR HAS INADEQUATE BYLAWS?
In 1973, a Miami Church was incorporated by its Founding Pastor, who served as Senior Pastor and President until 1999. In 1999, the Founding Pastor was replaced by a new Pastor. In 2010, a Member of the Board of Directors for the Church filed an Annual Report without providing notice to the other directors. The Annual Report removed 4 members from the Board of Directors, added 3 new members to the Board of Directors, and appointed the new Pastor as the President of the Board of Directors. When the removed members learned of the Annual Report, they ultimately filed a lawsuit against the Member and the new Pastor.
In 2011, the trial court dismissed the case in favor of the Member and new Pastor. The removed members appealed the decision. In 2012, the appellate court recognized that churches are governed by the laws of the state, unless a church adopts different rules in its bylaws. The appellate court recognized that “there were no bylaws” adopted by the Church addressing the removal of board members. As a result, the laws of the State of Florida would be relied upon to determine the dispute. The laws of the State of Florida stated that, “a director may be removed from office with or without cause by…a majority of all votes of the members….” The Miami Church did not vote on the removal of the ousted members. The appellate court reversed the trial court’s dismissal and ordered that the case return to the trial court for further action.
The moral of this story is that if your Church does not establish bylaws or if its bylaws are inadequate, your Church’s decisions may be challenged in court and deemed invalid and illegal.
HOW DOES MY CHURCH ESTABLISH BYLAWS?
Bylaws are strongly recommended for every Church. It’s never too late to establish or update bylaws. It is recommended that bylaws be reviewed every 2 years for updates. Bylaws are a legal and complex document and only an attorney who is experienced in church law should draft bylaws for your Church.
In 2003, an Ohio court found that a CPA engaged in the Unauthorized Practice of Law when he drafted Articles of Organization and legal documents for an organization. The Court stated that on the matters which required “legal analysis” and a “significant amount of legal judgment” the CPA was not qualified and was not authorized to engage in the practice of law.
1Bendross v. Readon, 89 So. 3d 258, 261 (Fla. 3rd DCA 2012)
2Columbus Bar Assn. v. Verne, 99 Ohio St. 3d 50, 2003-Ohio-2463