Pastor, Church & Law

Compliance with a Church’s Governing Instrument in the Selection of a Minister

§ 02.01.03

Key point 2-01.03. Churches should comply with their governing documents in the selection of a minister. If a church has no governing document, or its governing document does not address elections, then the established practice of the church should be followed. Incorporated churches having no provision in their governing documents addressing elections may be subject to the provisions of state nonprofit corporation law.

If a minister may be selected by vote of the congregation, it is important that the congregational vote be conducted pursuant to the church’s constitution, bylaws, or other governing document. Failure to comply with the procedure set forth in a church’s governing documents in the selection of a minister may nullify the process. If an unincorporated church has no governing document, or its governing document does not address elections, then the established practice of the church should be followed. Incorporated churches having no provision in their governing documents addressing elections may be subject to the provisions of state nonprofit corporation law. As an example, if an incorporated church has no governing documents, and the applicable state nonprofit corporation law specifies quorum, notice, and voting requirements, then these requirements must be followed. If they are not, a congregational election may be voidable.

Case study. A church’s constitution and bylaws failed to define the “notice” requirements applicable to church membership meetings. As a result, it was bound by the notice provisions in state nonprofit corporation law. Since the church failed to comply with state law, its meeting was ruled invalid by a civil court.9 Bethlehem Missionary Baptist Church v. Henderson, 522 So.2d 1339 (La. App. 1988).

Case study. A New York court ruled that it could not confirm a pastor’s legal authority to hold office, since she had not been selected by a board of trustees who had been chosen through annual elections called for by the church’s certificate of incorporation. The court noted that the state Religious Corporation Law “did not place any stipulations upon the proper method for choosing a pastor or other clergyman” and “is silent as to the method or procedure to be followed for the appointment of a pastor.” In other words, individual churches “must themselves decide which procedures they will follow to choose their pastor or minister.” Further, the court noted that the church “had no written constitution, bylaws, or specified procedure to appoint a pastor.” However, the court pointed out that the church’s certificate of incorporation required the church to have annual elections of trustees and specified the terms of each trustee to be one year. It concluded, “It is evident that the church does not have any properly elected trustees; since the founding of the church, no elections for corporate trustees were held. … It is clear that the church did not follow the election requirements specified by its certificate of incorporation, and there is no evidence that members of the congregation were ever consulted about any of these appointments. Consequently, this court has no basis for affirming [the church’s] pastor, since the church had no legally elected corporate officers.” However, since the court found the church to be congregational in polity, it was not subject to the intervention of the regional church in the pastoral selection process. The court appointed a receiver to determine the voting members of the church and to oversee an election of trustees pursuant to the certificate of incorporation.10 St. Matthew Church of Christ v. Creech, 768 N.Y.S.2d 111 (Sup. Ct. 2003).

Most states have religious or nonprofit corporation laws that specify how elections are to be conducted. The procedures specified by state law generally are effective only with respect to those matters not addressed in the corporation’s constitution, bylaws, or other governing document.11 See generally chapter 5, infra.Should an incorporated church’s procedures for electing a minister conflict with provisions in state nonprofit corporation law, the church’s procedures ordinarily will prevail.12 See Rector, et al. v. Melish, 168 N.Y.S.2d 952 (1957).

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