Florida Court Says Church Bylaws Lacked Proper Wording
By Raul Rivera
In 2011, a Florida court ruled that a church had to restore four board members that had been removed because they missed too many board meetings. The church’s bylaws did not adequately deal with the removal of board members, declared the court.
It all began when the senior pastor and another board member of a church in Florida passed a motion to remove four board members who had missed consecutive board meetings. The board members that were removed protested and made attempts to get restored to the board, and after an extended period of time, filed a lawsuit against the church, stating that they were not properly removed. The trial court dismissed the case by decreeing that the "ecclesiastical abstention doctrine" prohibited the court from hearing such a case since it would entangle the court in "doctrinal and/or theological issues." However, the four ousted board members disagreed with the trial court and took their claim to the Florida Court of Appeals, Third District. The appeals court reversed the trial court's decision, stating that if the court can resolve the dispute "by applying neutral principles of law without inquiry into religious doctrine and without resolving religious controversy, the civil courts may adjudicate the dispute."
The court ruled that "because the church in the instant case had no bylaws governing the removal of board members . . .", state law overrides what procedures to follow. In this case, the state stepped into a church's affairs to dictate how board members can be added or removed. It is a problem that can be easily fixed by documenting removal procedures in the bylaws and making it a doctrinal issue.
What the church lacked
(For the sake of this discussion, I will not go into who was right or wrong in this case; there is a greater lesson to be learned here.) The dispute between the pastor and the four board members began in 2010 when the pastor (along with another board member) removed the four board members, voting three new persons into the board in their place. The four board members sued in court, claiming that the pastor lacked authority to remove and appoint the board members because the bylaws did not outline a clear procedure for such. The pastor argued that the bylaws did not need to state a procedure because, as a religious corporation, he had acted for spiritual (ecclesiastical) reasons. He was under the impression that as the leader of a religious organization, he had the right to lead the organization in any way that he felt from the Lord. His reasons for removing the four board members may have been reasonable, but he lacked the documentation in his bylaws to support the decision. The court disagreed with his claims and presumptions, pronouncing that state law requires the church to clearly document in the bylaws how it will govern itself.
How to properly add and remove board members
Adding and removing board members does not have to be an unpleasant process. Below is a procedural outline for adding and removing board members. First the church's articles of incorporation must state that the adding and removing of board members shall be described in the bylaws. Secondly, the bylaws must include appointment and removal clauses that make the process very clear.
1. Adding a board member: Adding a board member is much easier than removing one. In many churches, the pattern for board members serving is that they enter with joy and leave with anger. This usually complicates things down the road, especially if the church does not have a clear entry and exit procedure for individuals who serve on the board. Not only is a removal clause necessary, but also an appointment clause is just as important. While every church has a way of adding board members, documenting the process matters, otherwise state law will dictate. Below are the due diligence steps I recommend for adding someone to the board.
a. Identification. The president, pastor, or designated person identifies and invites those he/she wishes to serve on the board by calling them and asking them to serve on the board. A letter of invitation is then sent to each of the persons who agreed in principle with the idea of serving on the board.
b. Letter of invitation: On page 83 of the conference manual, I give you a sample letter of invitation to serve on the board, which explains to the recipient that his or her decision to serve on the board is not to be taken lightly and therefore, time spent in contemplation and prayer is prudent. The letter also welcomes the invitee to meet personally with the pastor to further discuss the matter.
c. Incoming board member statement: On page 84 of the conference manual, I give you an incoming board member statement containing 5 clauses that each board member agrees to and signs before he or she gets appointed to the board. These clauses include active participation requirements, abidance to the constitution and bylaws, voting powers, and more.
d. Presentation to the board: Now that you have gone through the three requirements above, each prospective board member is presented to the board by the president/pastor. The president/pastor also submits to the board the due diligence documents (letter of invitation and incoming board member statement) and officially nominates each prospect.
e. Voting in the prospective board member: Once the pastor has nominated the prospective board member and submitted the due diligence documents, the board (including the pastor) votes on each nominee. I recommend a process that restricts the board to vote only for those who have been nominated by the president. Following is a sample clause that can be added to the bylaws. "The senior pastor/president shall nominate, and the board of directors shall confirm directors to office."
2. Removing a board member: The incorporation laws of nearly all fifty states have procedures that are beneficial to a church/ministry on how and when a board member can be removed; yet, many churches lack this knowledge. By clearly putting into writing the church's desired procedure for the removal of board members, a church can avoid a court stepping in to dictate what happens when a board member disagrees with his/her removal. As always, wisdom and patience should be exercised when removing a board member; however, an unyielding requirement must be that all board members live a life that is consistent with Scripture. Below is part of a sample removal clause.
Any board of directors' member may be removed from office with or without cause by a simple majority vote of the board of directors including the senior pastor/president's approval.
Notice how the clause has a condition that requires the senior pastor's vote. This prevents the removal of any board member unless the pastor is in agreement with it.
I had not thought of that
In my many conversations with pastors all across America, I oftern hear, "I had not thought of that." With all of the responsibilities that a pastor faces in leading a church, today's environment of ministry is too complicated to think of every possible pitfall. That is why StartCHURCH exists. When the Lord put this ministry in my heart, the purpose was that one day it would touch the lives of thousands of pastors in all fifty states. I encourage you to take the content of this blog and make serious efforts to apply what you learned. As always, we stand ready to serve you if you have questions; feel free to contact us at 770-638-3444. You will be happy that you did.