Pastor, Church & Law

Officers, Directors, and Trustees—In General

§ 6.06

Churches and religious organizations conduct their temporal and spiritual affairs through individuals. State laws generally require that church corporations appoint an initial board of directors which in turn elects the corporation’s first president, secretary, and treasurer. The initial board of directors adopts a set of bylaws that specifies the term of office of both officers and directors and sets forth the procedure for electing successors.

Directors of church corporations occasionally are called trustees. This terminology is perfectly appropriate if it is intended to suggest that the business and spiritual oversight of the church is delegated “in trust” to such individuals, or if it is required by law.161 Osnes v. Morris, 298 S.E.2d 803 (W. Va. 1982).However, in many cases such terminology is a holdover from a church’s pre-incorporation status when title to church property was held in the name of church trustees since unincorporated churches were incapable of holding title in their own name. If this is the case, the continued use of the title trustee can be misleading. Incorporated churches that retain the use of the term trustee ordinarily do not use the names of the trustees as either the transferor or transferee on a deed. Church bylaws, and an attorney, should be consulted to be sure.

Unincorporated churches generally elect officers, consisting of a president, secretary, and treasurer. This is especially true of unincorporated churches that are permitted by law to hold title to property in their own name. Those churches that are still required by law to hold title in the names of trustees should add the words “or their successors” following the names of the church trustees in deeds, mortgages, and other legal documents. This will avoid problems in the event that the named trustees are deceased or otherwise unavailable at some future date when the church wants to sell its property.

Directors of church corporations occasionally are called deacons, although it is common for churches to have both directors and deacons—directors having oversight of the temporal affairs of the church and deacons having oversight of the spiritual.162 Hayes v. Board of Trustees, 225 N.Y.S.2d 316 (1962).

The Model Nonprofit Corporation Act, which has been enacted in many states, specifies that a corporation shall have a president, one or more vice-presidents, a secretary, a treasurer, and such other officers or assistant officers as the corporation deems necessary. The Act permits the same person to hold two or more offices except the offices of president and secretary. The term officer occasionally is interpreted broadly to include directors. Normally, however, a church president, secretary, treasurer, and vice-president (if any) are the only officers of the church.

There are no legal requirements regarding the number of trustees an unincorporated association must appoint or elect. Some states require that church corporations have a minimum number of directors.163 MODEL NONPROFIT CORPORATION ACT § 18.

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