The Most Important Meeting Isn't Sunday Morning

By Raul Rivera

Each week we receive hundreds of phone calls from pastors and ministers across the country. While the questions and comments we receive vary, one of the common themes pertains to the “how to’s” of board meetings. We discuss this topic in detail at our Ultimate Church Structure Conferences because it really is your church’s most important meeting.  This is especially so at the beginning of the year when many churches and ministries are preparing to hold their annual board meeting during which they approve salaries, the yearly budget, policies and more. Bible colleges and seminaries often excel at teaching pastors on the essentials of pastoring and caring for souls, but they seem to, however, fall short in preparing pastors for the administrative, legal aspect of leading a church in the 21st century. Without the necessary tools and knowledge of how to hold board meetings, these meetings can become a source of unnecessary stress thus resulting in some churches choosing to operate outside of the legal and civil requirements facing nonprofit organizations. As many churches are unable to produce records that prove they are operating as a corporation, many litigating attorneys have been successful in suing pastors and directors on a personal level. Simply being incorporated is not enough to prove that you are operating as a corporation; one big step in protecting your personal life from litigation is proper board meetings.  Later on we will show you how to conduct a board meeting.

Requirement discussions at board meetings

The laws of all 50 states clearly require that at least one board meeting take place per year and that board meeting minutes be taken to document the decisions made. This meeting is often referred to as the annual board of directors meeting. In this meeting, you discuss the budget for the upcoming year, salaries, housing allowances, insurance, retirement programs, policies and procedures, and any other pertinent topic(s). Generally, this is going to be “the big board meeting” of the year.

At StartCHURCH, we recommend that you and your board of directors meet at least once per quarter for a total of four board meetings per year. You may, however, choose to meet as often as needed. These meetings are typically known as special board meetings and are held to discuss business matters that are too important to wait for the annual board meeting. Such topics may include:

• Building repairs/renovations
• Hiring an employee
• Resignations
• Major purchases (real estate, automobiles, etc.)
• Salary increases
• Loans
• Member disputes and/or discipline of church member
• Amendments to legal foundation (articles of incorporation, bylaws, ordination program, etc.)
• Adopting new policies and/or procedures
• Adding and/or removing a board member

How to conduct a board meeting

Conducting board meetings can seem to be an overwhelming and arduous task, especially given the weight they carry in maintaining legal compliance. Although board meetings can take some getting used to, once you develop a rhythm they quickly become second nature. If you commit to following the 3 steps listed below, then you will begin to see your board meetings operate like a “well oiled machine”.

1. Proper notice: Every state requires that board members be given some measure of proper notice prior to a board meeting taking place. While the minimum notice that you are required to give to the members of your board varies from state to state, we at StartCHURCH recommend that you give your board members at least 10 full days’ notice prior to the meeting. In essence, the notice informs the board members that a board meeting will take place on such-and-such date at such-and-such time. Additionally, it is vital that you have a way of proving that all board members received such notice. One way to send the notice is by email; make sure that each board member replies back to you that he/she will either attend or miss. While the law does not require it, when you send the notice, make sure that you also send each board member an agenda (as described in step two below) and a copy of the minutes of the previous board meeting (as described in step three below).


2. Agenda:  An agenda of discussion and voting topics should be sent to all board members at the time that you send proper notice. It ensures that board members will have enough time to study the agenda and be prepared to discuss and/or vote by the time the meeting arrives. In short, your agenda should be a simple list of topics; it does not need to go into any great detail. When you chair the board meeting, be sure to resist getting off-topic. Do not discuss and vote on any topic that is not on the agenda. This keeps board meetings focused and precise. Remember, the majority of the board members of the church are volunteers; it is important to make the board meetings pleasant and not too time consuming. When their term is up, we want them to renew. A sample agenda is below. We will go into more detail on each item later.
   • Call to order  
   • Previous board meeting minutes
   • Old business
   • New business
   • Reports
   • Open floor
   • Adjournment


3. Progression of a board meeting:  The progression of a board meeting needs to follow the agenda.
   • Sign-in: Be sure to have everyone sign-in on an attendance sheet. This sheet will need to be kept with the board meeting minutes.
   • Waiver of notice:  The laws of all 50 states allow the church to use waivers of notice. A waiver of notice is a legal document that ensures all board members wave their right to a proper notice and will not try to invalidate a board meeting by claiming that they did not receive a proper notice. This document helps you avoid headaches down the road. I never conduct a board meeting without every board member signing one.
     
   • Attendance:  The minute keeper must have an attendance sheet to document everyone who attends and everyone who is absent. The attendance sheet is used to determine if a quorum has been met. See the next step below.
   • Quorum:  The chairperson of the board uses the attendance sheet to determine if a quorum is present. A quorum is the minimum number of board members that must be present in order for a board meeting to be legal. The bylaws of the church must have an article declaring the church’s definition of what constitutes a quorum. At startCHURCH, we always recommend that a quorum be a two-thirds majority, including the pastor/founder.
   • Call to order: Once the chairperson has determined that a quorum is present, he/she calls the meeting to order by declaring that a quorum is present and that the meeting is officially called to order at such-and-such time, and then he/she calls for a time of prayer.
   • Previous board meeting minutes: As stated earlier, all board members should have been given a copy of the minutes from the previous meeting to review for accuracy. If everyone is in agreement then the previous minutes should be voted upon for approval and signed.
   • Old business: At this time, any motion that was tabled at a previous board meeting should be brought back for discussion and possible vote.
   • New business: Now, you are ready to move forward with new business. The items on the agenda can now be discussed and voted upon.
   • Reports:  If any officers have reports, they get presented in this section. For example, the treasurer may share the financial reports of the church, the secretary may share annual reports with the secretary of state and present any other information pertinent to his/her position, and finally, the president may give a “state of the union” address to the board, etc.
   • Open floor:  Open floor should be limited to 10 or 15 minutes. In this section, board members may discuss any topic for the next board meeting. On rare occasion, a topic may be presented and voted on by the board. As the chair, you must be sure that you do not lose control of the board meeting.
   • Adjournment:  At this time the chair closes the meeting and declares it adjourned at such-and-such time.
   • Minute taker does a final check:  The minute taker at this time ensures that everyone has signed a waiver of notice; he/she then collects the notices as well as the attendance sheet and his/her notes from the meeting. If you are using our Compliance Kit^TM, a rough draft of the minutes should be available right away and a copy can be emailed to each board member.

A couple of things about voting

Only members of the official board of directors may vote at board meetings, and only members that are in attendance may vote. Each board member has only one vote, even if that individual holds multiple titles. In addition, there are 2 key terms to keep in mind when it comes to voting: quorum and recusal.

Equal voting power: Each board member must be given equal voting power.  This means that each board member gets one vote. Because of this requirement, it is best to always have an uneven number of board members, to avoid ties.   

Recusals: There are some issues on which certain individuals cannot vote. A recusal, by definition, is the act of a judge or prosecutor (in our case, a board member) being removed or voluntarily stepping aside from a legal case due to a conflict of interest or another good reason. One common situation in which a recusal must take place is a person voting on a relative’s salary. If one board member is going to receive a salary for work done for the church, then no related persons may vote on that salary. This concept applies to any person related to a board member who will receive a salary.

The days after a board meeting

Now that your meeting is over, it is essential that you record the decisions that were made. Board meeting minutes are arguably the most important documents that your organization must maintain. They serve as the documentation of the corporate acts of your organization. Without board meeting minutes, your organization cannot prove that your organization properly approved things such as board members, a constitution and bylaws document, policies, salaries, etc. Even if you have documents prepared beautifully, or have discussed issues at length and come to conclusions amongst the board members, unless you have board meeting minutes to back those things up, they hold no legal value at all. A board meeting without minutes is simply called fellowship.

If you have never held a board meeting...do not fret

If after reading this blog you have realized that your church or ministry has been operating without holding a single board meeting, then do not fret. I would like to encourage you to do at least 1 of 2 things:

1. Join us at one of our Ultimate Church Structure Conferences where you will be empowered with strategic information to get your church on the right path.
2. Call our office at (770) 638-3444 and ask to speak with one of our church plant consultants who can give you more information about our FreshSTART program.

Our goal at StartCHURCH is not to overwhelm you with a “to do list”, but rather, our goal is to encourage and empower you and your ministries to navigate through today’s legal landscape.

---