CAN MEMBERS OF A SOCIETY TAKE BACK OR OVERRIDE POWERS IT DELEGATED TO A BOARD OF DIRECTORS IN THE BYLAWS

[Guest Gene]

Our church denomination prides ourselves on being a hybrid presbyterian/congregational form of government.  Yet, our bylaws (at lease the ones I have read) never recognize that and begin the governance section/clause by outlining the boards authority and then moving down the line.  I think feeling a sense of obligation and responsibility to the membership is healthy (congregational DNA) while also recognizing that the membership has delegated responsibilities of governance to the elder and deacon (the presbyterian part of the hybrid).  I think it is healthy for boards and pastors to be reminded that the people are the ultimate decision makers when it comes to governance and management.  I took at stab at trying to articulate that in written form as a possible first paragraph in our governance section (see clause below).

 Section A. Governance.  Under the headship of Christ (Ephesians 1:22; Colossians 1:18), the leading of the Holy Spirit and the governance of these bylaws this church shall be autonomous and self-governing. The active voting membership shall be the final decision-making body in matters of governance, except when certain powers, responsibilities and doctrinal positions have been so delegated to others through these bylaws.

However a few of my board members are concerned that this may give the membership the impression that they can overturn or initiate budgetary and management practices that the bylaws list as responsibilities of the board. That is why I was looking for that quote to reassure them.  Would any of you be able to quote references that could shed light upon this?

 

 

[Tom Coronite]

You might find this link helpful.

http://www.robertsrules.com/interp_list.html#2006_13

[Guest Who's Coming to Dinner]

Definition of except

: with the exclusion or exception of

 

https://www.merriam-webster.com/dictionary/except

[J. J.]

The key is "... except when certain powers, responsibilities and doctrinal positions have been so delegated to others through these bylaws."

Do the bylaws elsewhere give the board the sole authority to control "to budgetary and management practices."  Maybe, or maybe not, but I doubt that anyone here could tell from the posted text.  

 

[Guest Sory, Here is full text JJ]

ARTICLE VII. GOVERNMENT

 

Section A. Governance.  Under the headship of Christ (Ephesians 1:22; Colossians 1:18), the leading of the Holy Spirit and the governance of these bylaws this church shall be autonomous and self-governing. The active voting membership shall be the final decision-making body in matters of governance, except when certain powers, responsibilities and doctrinal positions have been so delegated to others through these bylaws.

 

Section B. The Board.  The government of this church shall be vested in the board which shall consist of the pastor and eleven deacons.

1.     Deacon. The deacon has two primary functions:  The first is spiritual in fulfilling the biblical role of deacon (Acts 6:1-7; 1 Timothy 3:8-13; and Romans 16:1-2).  The second is legal in serving on the board of directors and establishing policy for the organization. Board members should be individuals who can fulfill both roles without sacrificing their focus and commitment to their primary spiritual role as deacon.

2.     Pastor.  The pastor has two primary functions:  The first is spiritual in fulfilling the biblical role as pastor and overseer of the church (Titus 1:6-9; 1 Timothy 3:1-7; and 1 Peter 5:1-4).  The second is legal in serving as the chairman of the board and chief executive officer, responsible for managing the day-to-day operations of the church.  The pastor should be a person who can fulfill both roles without sacrificing focus and commitment to the primary spiritual role as pastor and overseer.

 

Section C. Duties of the Board. The board shall:

1.     Function as the board of directors and establish policy for the organization. 

2.     Have general charge and management of the affairs, funds, and property of the church with authority to carry out the purposes of the church according to these bylaws.

3.     Act in the approval of applications for membership and the administration of discipline.

4.     By special resolution, make financial provision for paid staff to serve in the administration of programs or ministries.  Candidates for service who are not already provided for in the budget shall be selected by the pastor, subject to ratification by the board.  They shall serve as subordinates to the pastor or the pastor’s designee.

5.     Select a temporary chairman of the board in the event of a vacancy in the office of pastor.

6.     Elect a secretary and treasurer from among its members by secret ballot.

7.     Be authorized to periodically update the membership roster, removing from the list of members all names of those who may have become inactive or whose lives may have become inconsistent with the standards and teachings of the church (Matthew 18:15-17; Romans 16:17-18; and 1 Corinthians 11:19).

8.     Meet monthly or at least ten times a year unless need may require more frequently.

9.     Approve the list of authorized signers for checks issued by the church.

10.  Assist in special tasks, needs, committees, or portfolios when assigned by the pastor.

 

Section D. Officers.   There shall be a president, secretary, and treasurer who shall serve as officers of the corporation. They shall have the following qualifications and duties:

1.   Pastor. The pastor shall be in good standing with both The General Council and the District Council, holding a current fellowship card.  The pastor shall be a person of mature Christian experience and knowledge who shall be expected to meet the requirements as set forth in Titus 1:5-9, 1 Timothy 3:1-7, and 1 Peter 5:1-4. By virtue of office, the pastor shall:

a.     Be the president and chairman of the board.

b.     Be the spiritual overseer of the church; set vision; and direct its staff, ministries, and activities.  All volunteer and paid staff shall serve as subordinates to the pastor or the pastor’s designee.

c.     Be recognized as president of the church, a member of the board, and chairman of all the business meetings of the church and of the board.

d.     Provide for all services of the church and specifically arrange for all special meetings, conventions, and campaigns.  No person shall be invited to speak or preach within the church without the pastor’s approval.

e.     As chairman of the board, be chairman of the nominating committee for the selection of deacon nominees.  The pastor shall privately interview those nominated, ascertaining their eligibility and availability to serve as deacons.

f.      Conduct a training class at least once a year on the responsibilities of the board, officers, and other church leaders.  Such a training course shall be based upon the scriptural directives for church leadership and the church bylaws.

g.     Appoint an existing board member to serve as chairperson in the temporary absence of the chairman of the board.

h.     Be an ex officio member of all committees.

i.      Sign legal documents on behalf of the church.

2.     Secretary.  The secretary shall have been an active member of this church for at least one year immediately preceding election to office, currently support the church with tithes, have a cooperative spirit, be actively involved in church ministries, and be faithful in church attendance.  The secretary shall work with the pastor or the pastor’s designee to:

a.     Keep the minutes of the official meetings of the board and of the annual and special business meetings of the church.

b.     Ensure that a record of the membership of the church is kept and perform any other clerical work necessary to the proper discharge of their duties.

c.     Ensure the safe keeping of all legal documents.

d.     Ensure that annual corporation reports with the Secretary of State are filed as may be required by state law.

e.     Sign legal documents on behalf of the church.

3.   Treasurer.  The treasurer shall have been an active member of this church for at least one year immediately preceding election to office, currently support the church with tithes, have a cooperative spirit, be actively involved in church ministries, and be faithful in church attendance.  The treasurer shall work with the pastor or the pastor’s designee to ensure that:

a.     Accounting procedures conform with U.S. generally accepted accounting principles.

b.     All funds are deposited in a federally insured bank account designated by the board.

c.     Accurate records are kept of all deposits and disbursements.

d.     Monthly itemized financial reports are submitted to the board.

e.     Checks issued on behalf of the church are signed by authorized signers.

f.      Records are made available for an annual accounting audit or review as directed by the board.

g.     A comprehensive financial report is included in the annual business meeting to be reviewed by the members of the church. 

[Tom Coronite]

15 hours ago, Guest Gene said:

 

However a few of my board members are concerned that this may give the membership the impression that they can overturn or initiate budgetary and management practices that the bylaws list as responsibilities of the board. That is why I was looking for that quote to reassure them.  Would any of you be able to quote references that could shed light upon this?

 

 

 

Based on what you have below, perhaps their concerns are unfounded. Isn't the board pretty much fully empowered?

 

50 minutes ago, Guest Sory, Here is full text JJ said:

ARTICLE VII. GOVERNMENT

Section B. The Board.  The government of this church shall be vested in the board which shall consist of the pastor and eleven deacons.

 

Section C. Duties of the Board. The board shall:

1.     Function as the board of directors and establish policy for the organization. 

2.     Have general charge and management of the affairs, funds, and property of the church with authority to carry out the purposes of the church according to these bylaws.

 

 

[Dan Honemann]

I don't think it's a good idea to have the bylaws provide that:

"The active voting membership shall be the final decision-making body in matters of governance, except when certain powers, responsibilities and doctrinal positions have been so delegated to others through these bylaws."

and also provide that:

"The government of this church shall be vested in the board which shall consist of the pastor and eleven deacons."

These provisions simply cannot be reconciled.

 

 

 

[Guest Gene - Hardwood Floor]

Daniel that is an excellent point.  Perhaps a solution would be to amend both clauses to include the word "entrusted" so it reads as follows (see below). To me that would clearly make the resonsibilities of the board voluntary "entrustments" by the membership while also affirm the memberships role. 

ARTICLE VII. GOVERNMENT

 Section A. Governance.  Under the headship of Christ (Ephesians 1:22; Colossians 1:18), the leading of the Holy Spirit and the governance of these bylaws this church shall be autonomous and self-governing. The active membership shall be the final decision-making body in matters of governance, except when certain powers, responsibilities and doctrinal positions have been so delegated or entrusted to others through these bylaws.

 Section B. The Board.  The government of this church shall be entrusted to the board which shall consist of the pastor and eleven deacons.

[jstackpo]

Well, but...  whatever "entrusted" may mean in your non-secular context, it sure looks to me that Section B takes away from the "active membership" what the bylaws grant to the membership in Section A, i.e., "governance" or "government".  What's the difference, by the way, of the two "govern..." words?

And while I am asking questions:  Section A refers to "active members".  Do you have "inactive" members?  How do you define the difference?  What can one class of membership do that the other can't?

[Guest Gene]

jstackpo, I gues i dont see that all governance is taken away by section B.  Would you not agree that it is indeed a governance in general that is shared as outlined in the bylaws.  A chruch of this size operation and budget just could not be resonsibly run any other way.  

[jstackpo]

I have no argument with the difficulties of managing a good sized church facility. 

Our apparent disagreement is really a question of bylaws interpretation and as a non-member I have absolutely no say in the matter.  The congregation (or the Board) has the say as to what the A and B sections mean --  see RONR, p. 588ff.

[J. J.]

21 hours ago, Daniel H. Honemann said:

I don't think it's a good idea to have the bylaws provide that:

"The active voting membership shall be the final decision-making body in matters of governance, except when certain powers, responsibilities and doctrinal positions have been so delegated to others through these bylaws."

and also provide that:

"The government of this church shall be vested in the board which shall consist of the pastor and eleven deacons."

These provisions simply cannot be reconciled.

 

 

 

The group that can, authoritatively,  make the interpretation of the bylaws is the membership.

If you wish to follow up by suggesting that the bylaws be amended to remove this ambiguity, I will agree.

[J. J.]

On 12/23/2017 at 10:23 AM, Guest Sory, Here is full text JJ said:

ARTICLE VII. GOVERNMENT

 

Section C. Duties of the Board. The board shall:

2.     Have general charge and management of the affairs, funds, and property of the church with authority to carry out the purposes of the church according to these bylaws.

 

 

The bolded and underlined section creates an ambiguity.

The bylaws may specifically remove some power from the congregation, based on this clause: 

The active voting membership shall be the final decision-making body in matters of governance, "except when certain powers, responsibilities and doctrinal positions have been so delegated to others through these bylaws."

It basically says that the membership can do anything, except for those things that the bylaws say that the membership cannot.  The question is if the clause in Section C, 2 removes this authority from the membership and grants it exclusively to the board. 

If  Section C, 2 said that the board shall, "Have charge of funds and property of the church" I would opine that the board would have exclusive control of these things, based on pp. 589-90 (#4).   However, this bylaw does not say that; this bylaws talks about a "general charge and management."  That type of language is used to give the membership the ability to order the board to do things, see pp. 577-8, 586, at least with the inclusion of some additional wording.  It is certainly not clear that the board, specifically and exclusively, has been delegated the control of the funds and property of the church.

In any event, the ability to interpret the bylaws rests with the membership.  It is at least a reasonable interpretation that the membership could direct the board, or modify or reverse a board decision, regarding the funds and property of the church. 

Edited December 24, 2017 at 04:04 PM by J. J.

[Richard Brown]

I concur with JJ's analysis immediately above. I don't see where the bylaws definitively take away any of the ultimate decision making power in matters of governance granted to the membership in article VII Section A. 

But, as JJ said, this is ultimately a question of bylaws interpretation which does seem to be vested in the membership.

[Rev Ed]

On 12/23/2017 at 12:04 PM, Daniel H. Honemann said:

I don't think it's a good idea to have the bylaws provide that:

"The active voting membership shall be the final decision-making body in matters of governance, except when certain powers, responsibilities and doctrinal positions have been so delegated to others through these bylaws."

and also provide that:

"The government of this church shall be vested in the board which shall consist of the pastor and eleven deacons."

These provisions simply cannot be reconciled.

I don't have my copy of RONR right at my finger tips, but I do recall something about the membership making the final decision on By-law interpretation.  As such, the membership should do one of two things:

1)  Make a decision as to how to interpret those two clauses.  The simplest way would be to elect deacons who will agree with the interpretation.

2)  Amend that By-laws to either specifically state what powers the Board has, or to remove the "final decision making body in matters of governance" clause.

#2 is probably the better option.  Make it clear who has authority over what.  Or state something along the lines of "The Board shall day-to-day authority over the operation of the church, although the membership retains the right to make the final decision on all issues of the church."  It might make it hard to find good candidates to be deacons if the membership can simply over rule  them on any decision they make.