The second most important document possessed by a church, after Articles of Incorporation, is Bylaws. Some churches also have a Constitution, while others have a Constitution and Bylaws.
Under California law, Articles of Incorporation serve the same purpose as a Constitution, therefore a separate document labeled Constitution is functionally unnecessary. But church Bylaws, under any scenario, are a critical component of required governing documents.
When churches send me their Bylaws for review, I frequently remark that they have some grammar problems; that sentences are poorly written, vague or ambiguous; or that some sections are incorrectly placed under certain headings. My objective is to help each church write and adopt Bylaws that withstand the scrutiny of a court and, more importantly, clearly state how the church has chosen to operate.
Nothing is absolute, but when I read Appellate Court or Supreme Court opinions, among the things I read are judges’ references to the importance of grammar, syntax and context. I’ve testified as an expert witness in several insurance matters and my testimony concerning how poorly a provision in one insurance policy was written permitted the court to rule that an ambiguity led to an unfair result for the insured.
When interpreting a law or regulation, or an insurance policy or a contract, the courts look to the language the drafters used in creating their document; they had the ability to use precise words to convey their intent, without being ambiguous or vague.
When different interpretations of the language seem reasonable, that’s called an ambiguity (or a vagueness), and the rule of law holds that ambiguities must be “construed” in favor of the person who did not write the words.
Ambiguous or vague church Bylaws will most likely be construed against the church and in favor of the complaining party. So when I review Bylaws and find ambiguities or vague statements, I point those out and make recommendations, hoping the church will accept my suggestions.
Common ambiguities involve membership, and, more importantly, who are active members. Bylaws usually state that only active members may vote in a business meeting. But when you can’t determine who is or isn’t entitled to vote because the attributes of an active member are missing, vague or ambiguous, it is a significant problem that can often be corrected with just a few words or a sentence or two.
Financial matters comprise the second-most problematic area in church Bylaws.
There are no “perfect” Bylaws, and there never will be. But a tightly written, cohesive document is more likely to protect the church. The CSBC HR and church compliance ministry exists to assist churches with matters such as Bylaws, and does so at no cost thanks to your Cooperative Program giving. Simply email a copy of your Bylaws to firstname.lastname@example.org and we’ll review them and offer suggestions for modernization or improvement.