Pastor, Church & Law

Key point 6-03. State nonprofit corporation laws generally require incorporated churches to maintain certain kinds of records. The federal tax code also requires churches to maintain specified records.

State nonprofit corporation laws generally require incorporated churches to maintain the following records:

1. correct and complete books and records of account;
2. minutes of the proceedings of its members;
3. minutes of the proceedings of its board of directors;
4. resolutions of its board of directors;
5. minutes of the proceedings of committees; and
6. a current list of voting members.

These documents, in addition to the corporate charter, constitution, bylaws, certificate of incorporation, correspondence, insurance policies, employment files, contracts, and tax forms and documentation constitute the records of a church corporation. The Model Nonprofit Corporation Act, under which many churches are incorporated, states:

Each corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its members, board of directors and committees having any of the authority of the board of directors; and shall keep at its registered office or principal office in this State a record giving the names and addresses of its members entitled to vote. All books and records of a corporation may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time.⁹⁰ MODEL NONPROFIT CORPORATION ACT § 25.

The Revised Model Nonprofit Corporation Act, which has been adopted in some states, specifies:

(a) A corporation shall keep as permanent records minutes of all meetings of its members and board of directors, a record of all actions taken by the members or directors without a meeting, and a record of all actions taken by committees of the board of directors. …

(b) A corporation shall maintain appropriate accounting records.

(c) A corporation or its agent shall maintain a record of its members in a form that permits preparation of a list of the name and address of all members, in alphabetical order by class, showing the number of votes each member is entitled to cast.

(d) A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

(e) A corporation shall keep a copy of the following records at its principal office:

1. its articles or restated articles of incorporation and all amendments to them currently in effect;
2. its bylaws or restated bylaws and all amendments to them currently in effect;
3. resolutions adopted by its board of directors relating to the characteristics, qualifications, rights, limitations and obligations of members or any class or category of members;
4. the minutes of all meetings of members and records of all actions approved by the members for the past three years;
5. all written communications to members generally furnished within the past three years, including the financial statements furnished for the past three years under section 16.20;
6. a list of the names and business or home addresses of its current directors and officers; and
7. its most recent annual report delivered to the secretary of state. …⁹¹ REVISED MODEL NONPROFIT CORPORATION ACT § 16.01.

Churches incorporated under statutes other than the Model Nonprofit Corporation Act (or the revised Act) and unincorporated churches often are under no legal obligation to maintain records.

All records should be as complete as possible, which means that each record should be dated and indicate the action taken, the persons present, and the voting results if any. It is often helpful to include a brief statement of the purpose for each action if it would not otherwise be clear. The secretary of the board of directors usually is the custodian of the corporate records, while accounting records customarily are maintained by the treasurer.

The income tax regulations state that “any person subject to tax … shall keep such permanent books of account or records, including inventories, as are sufficient to establish the amount of gross income, deductions, credits, or other matters required to be shown by such person in any return of such tax. …”⁹² Treas. Reg. § 1.6001-1(a).