• Key point 6-02.2. Churches are subject to the provisions of their governing documents, which generally include a charter and a constitution or bylaws (in some cases both). A charter is the state-approved articles of incorporation of an incorporated church. Most rules of internal church administration are contained in a constitution or bylaws. Specific and temporary matters often are addressed in resolutions. If a conflict develops among these documents, the order of priority generally is as follows—charter, constitution, bylaws, and resolutions.
• Key point 6-06.1. Churches select their officers and directors in various ways. For example, it is common for members of a church board to be elected by the church’s membership, while officers are elected by the board. The civil courts generally refrain from resolving disputes involving the selection of church officers and directors on the ground that the first amendment guaranty of religious freedom prevents them from becoming involved in ecclesiastical disputes.
* A Texas court ruled that it could not resolve an internal church dispute on the basis of the church’s constitution and bylaws since the critical provisions in these documents could not be applied without the court delving into church doctrine and governance. A church was established as a Texas nonprofit corporation in 1972. In 1987, the church hired a new senior pastor. In 1998, the church’s four trustees decided to fire the pastor, however, the pastor refused to accept his termination. The trustees then sued the pastor and obtained a temporary restraining order restraining him from entering church premises and attempting to conduct services at the church. Several days later the congregation met after a morning worship service. It voted to remove the trustees and elected five new trustees. The new trustees then rehired the ousted pastor and asked the congregation to ratify its action by vote. All but two persons present at that meeting voted to rehire the pastor.
A few days later, the new trustees sought a court order restraining the original trustees from acting in the name of the church, including any attempts to secure a new minister. The trial court rescinded the initial restraining order against the pastor and granted a new restraining order in favor of the new trustees. It restrained the original trustees from expending funds and acting in the name of the church, including any attempts to secure a minister for the church. The original trustees also were ordered to turn over the church’s books, records, and keys to the new trustees. The case was appealed to a state appeals court.
The court began its opinion by noting that the “central dispute” between the parties involved “who has the right to select and remove the trustee-directors and the minister.” Both sides relied on the church’s articles of incorporation in support of their position. The court noted that the articles of incorporation specified, “The number of directors of the corporation shall be seven. The directors of the corporation shall at all times be selected according to the custom and practices of the church.” Similarly, the bylaws contained the following provision regarding the selection of officers, “The officers of the corporation shall be a chairman, a secretary and a treasurer selected according to the doctrine, custom and practices of the church. They shall serve until removed for cause or their successors are chosen by the congregation.”
The court noted that “ordinarily, we would construe the articles of incorporation of a Texas nonprofit corporation according to the body of neutral legal principles that governs Texas corporations generally. If we could do so without running afoul of constitutional constraints, we would also apply those principles to construe the articles of incorporation of a nonprofit corporation organized for religious or spiritual purposes.” However, it concluded that it could not apply neutral legal principles in construing articles of incorporation or bylaws of the church, since both documents used the phrase “custom and practices of the church.” Such language,
removed any dispute regarding the selection of its directors from the purview of the judicial system. Interpreting this phrase would require the court to examine the historical, administrative, and ecclesiastical affairs of a religious organization and decide the outcome of the issue based on its determination of what are the customs and practices of the church …. Our deciding the central issue here would require us to interpret religious law and usage. Not only is that issue ambiguous, its resolution would require the state, through the judicial system, to determine issues of internal church governance. We may not delve into those issues.
Further, both parties relied on a “governance document” that had been adopted by the congregation several years before. But, the court noted that this document was “replete with Biblical references. For example, a section entitled ‘the government of the local church’ is a list of citations and quotations from the New Testament.”
How, then, did the court resolve this impasse? It noted that the church was “congregational” rather than “hierarchical” in polity, and that “in churches with a congregational form of government, ultimate decision-making authority vests in the members.” The court noted that the congregation manifested its desire at the meeting following the worship service in which it removed the original trustees, elected new trustees, and reinstated the pastor. The court concluded that the trial court properly issued its restraining order in favor of the new trustees and the pastor on the basis of this analysis since it did so “without delving into a constitutionally prohibited determination of the intricacies, shades, and nuances of ecclesiastical affairs or church governance.”
Application. This case illustrates an important point. A church’s governing documents (articles of incorporation, constitution, bylaws, etc.) will be enforced by a civil court only if it can do so without delving into matters of doctrine or polity. The use of phrases such as “the custom and practices of the church” or “the doctrine of the church” in a church’s governing documents will make such provisions unenforceable by the civil courts and may lead to issues of administration and governance being decided by a majority of members (in a congregational church) even in a manner contrary to the clear intent of the organizational documents. Cherry Valley Church of Christ v. Foster, 2002 WL 10545 (Tex. App. 2002).
© Copyright 2001 by Church Law & Tax Report. All rights reserved. This publication is designed to provide accurate and authoritative information in regard to the subject matter covered. It is provided with the understanding that the publisher is not engaged in rendering legal, accounting, or other professional service. If legal advice or other expert assistance is required, the services of a competent professional person should be sought. Church Law & Tax Report, PO Box 1098, Matthews, NC 28106. Reference Code: m34 c0303