108. Bylaw Review — Tedious But Essential.

When was the last time you led your church board in a review of the congregational bylaws? Was it two years ago, or four or ten? Perhaps you have just been through the process and they are all up-to-date and appropriately registered with the legal authorities as may be required in your particular jurisdiction. One of the functions of a board chair is to keep the board on track, following a regular cycle of policy and bylaw reviews.

Minimally a church board should review bylaws in a five year cycle. People change, circumstances change, congregation’s change, pastoral leaders change, government regulations change — all of which can trigger bylaw changes. As the congregation grows, it will require some new bylaws to be drafted, discussed and approved. Congregational size does change things, whether the change is up or down.

Most board members would rather watch paint dry than deal with bylaw revisions! It’s just the way it is. But as chair you might be fortunate to have among the board members someone who “purrs” when the word “bylaw” is mentioned because for them this is a world of challenge and opportunity. If you have such a person, then organize an adhoc bylaw review subcommittee of the board, with that person as chair. Mandate the committee to do two things. First, have them review the current bylaws and note aspects that need to be updated because of congregational or legal changes, or because certain situations have given the board new insight into better ways to guide the congregation. Second, have them recommend new bylaws that would be helpful for the gaps they have observed. Ensure that the subcommittee understands that they report to the board, not the congregation, lest they think that every suggestion they make will become part of the bylaws. Put a time line on the process so that it does not drag on interminably.

As chair you will want to keep close watch on the following items as the bylaw revisions proceed. First, the bylaws cannot contradict the constitution. Second, bylaws have to be compliant with any legal requirements related to non-profit charities. In Canada the Canadian Council of Christian Charities can provide you with careful guidance in this respect. Your denominational office will also normally be a good resource. Third, you may want to advise the board to have legal council review the proposed revised bylaws to make sure they are in good order and worded appropriately. Fourth, try to keep the bylaws as simple as possible. It is not wise to include “policies” as part of the bylaws. Rather the bylaws should stipulate that policy be created for specific aspects of congregational life and what policies the congregation has to approve. As well,  the process for revising bylaws should be defined clearly .

Another aspect of bylaw development that a chairperson needs to evaluate are the percentages required for quorums and approval of specific recommendations, with respect to church board and congregational meetings.  Be careful to establish achievable and realistic quorums. Conversely, you want to guard against the possibility of  a small, active minority taking control of the congregation and its assets. Remember that bylaws exist to sustain congregational life and help the congregation deal with difficult situations. They should provide the mechanisms needed for the congregation to survive “black swan” events, as well as internal squabbles. Particularly, the chair should evaluate carefully whether the bylaws as currently defined or proposed give the board clarity in its mandate and authority to lead and protect the congregation.

Leadership transitions, whether pastoral or board, often receive attention in bylaws. Again, your role as chair will involve you in these matters so you need clarity in the bylaws on these matters. Do the bylaws state clearly who has authority to appoint and dismiss the lead pastor and the appropriate processes that must be followed? Are the bylaws clear regarding the appointment of board members (whether elders or deacons or others), number of board members, board member qualifications, terms of service, resignation processes, chair appointment, etc.? In the case of a lead pastor transition, who appoints the search committee — the board or the congregation or the denomination? What is the composition of such a committee? Does the search committee bring the recommendation directly to the congregation or the board? What percentage of members voting at a duly called congregational meeting must be in support of the recommendation for it to be approved?

Financial matters are also normally part of bylaws. In particular what mandate does the board have to borrow money on behalf of the congregation? Under what conditions does the board have to seek the approval of the congregation? Do the bylaws require an annual financial review? They should. Is there a clause which defines what happens to the assets of the congregation if it is dissolved as a charity?

Bylaw revision is a matter of a board chair “taking care of business.” Remember that the mandate the church board has to do its work arises from those bylaws. If the bylaws become dated, it may put the board into a very difficult situation, unable to provide the strategic leadership that the congregation needs in a very important time. It is very difficult to revise bylaws when a congregation is in the middle to an emergency.

This entry was posted in Board, Board Chair, Board Governance, Board Member, Senior Pastor and tagged . Bookmark the permalink.