The first step is always the hardest – the documents. If you have been in the church long enough, you undoubtedly have heard terms like “Church Constitution,” “By-Laws,” and maybe even “Articles of Incorporation.” These terms all mean something differently legally, and I want to walk through them one-by-one so you can understand what they mean and how to apply them to your new church.
Church Constitution: the highest beliefs and tenants of the church. You have probably served or attended a church where you talked about the church constitution. Generally what is set out in the constitution is the high order of how the church operates, most often from a biblical perspective. The constitution commonly states if they are affiliated with a denomination, the church hierarchy (if this were to be a pastor lead church, an elder lead church or something similar), what the church believes about some of the big tenants of their faith, and how the church handles things like church discipline. These are the governing principals that the church will subscribe to and how they will handle biblical matters going forward.
Church By-Laws: the day-to-day operational rules of the church. By-laws are the place you want to set out some of the basic operational rules that should be followed by both the pastors and members of your church. Rules such as: (1) When do you hold an annual business meeting? (2) What is the physical end of your year? (i.e. calendar year, fiscal year, or another kind of year), (3) What rolls do the officers of the corporation fill? (4) Who can sign a large check? (5) What kind of vote is needed to incur debt? These are self-prescribed rules that keep you in check when you, as the pastor, or elders are leading the church.
One quick word about these three documents – It can get confusing as to which of the above three documents you need and the order in which they are to be completed. Let’s turn to the practical questions of how we form these documents and a few pitfalls concerning how they are related.
First, the Constitution is often the first document formed, but it should be the second. You should first worry about forming your entity correctly and then have your initial members consecrate the church and choose a constitution. However, if you have already finished your constitution, that is ok. It just needs to be ratified once the entity is formed, and that can be done by a resolution.
Second, the order of importance is also the degree in which the documents can be altered or amended. The Articles of Incorporation are very seldom, if ever, amended. Only in a case of name change or something very important will you change those. Also, the Church Constitution is not often altered or amended, and if it is, it generally requires a high percentage of votes of the membership or the voting body to do so. Generally, this would be a super majority (67%) to make an addition or a change.
Third, By-Laws are the easiest to amend, generally requiring a simple majority of votes to change (50% Plus 1) and can be changed throughout the years, generally at the annual business meeting. This could be a change of how many elders your church is going to have, for example, moving from three elders to five elders, and with a simple majority this would be accomplished.
Finally, one more legal function I alluded to earlier, but have not completely spelled out, is the resolution. This is where the governing body agrees to do a one time thing; it does not need to be in the by-laws or the constitution and is reserved for operational decisions. For example, the church needs to open a new bank account to segregate funds for a building project. A resolution authorizing the pastor or a business administrator to open a new account would be entirely appropriate, and the bank would have the needed authorization to open the account.
Pitfalls – One of the biggest pitfalls I see in established churches is when they create one hybrid document called “Constitution and By-laws.” While the intent is good, the practice is not appropriate. Having one document that attempts to serve two functions can be confusing and hard to manage because, as I have outlined above, they are fundamentally different in operation and the title is misleading. I have, however, set up the constitution-type provisions strictly in a set of by-laws, which is what I recommend if you are not going to have a constitution. We can place restrictions on the amendment of these provisions, but if you want to have one document, I recommend these simply be called by-laws.
I hope this brief outline of the different documents involved in forming your church has been helpful and you can use it while you plan for your church plant. If you are already an established church, take a quick look to see what your documents say, and contact me here if you need help in amending or separating your existing documents.