Mike Jackson

Well, good morning, everybody. I’m Mike Jackson, Director of the Office of Leader Care and Church Health. I welcome you to this webinar. I’m excited about the content and about the presenters. I look forward to the time we’re gonna be spending together today. The area of Church Administration has been assigned to the Office of Leader Care and Church Health, and Chip Smith gave wonderful leadership to that for many, many years. He’s predecessors were Lee Wright and Jim Swedenburg, who still serve at the State Board of Missions. Chip retired about three, four years ago, and as a result of his retirement, no doubt, we’ve made some transitions and have split those responsibilities and shared those responsibilities among others in our staff there at the State Board of Missions. Our primary presenters today are Jim Swedenburg, who heads up Cooperative Program and Stewardship office, and we’re grateful for Jim’s insights, for his leadership. He’s a long-time State Board of Missions employee and has a lot of insight, a lot of wisdom that he’ll be sharing today with you in this presentation. Thank you, Jim, for being a part of this and for helping us with this. And assisting Jim is Lee Wright. Lee currently serves in the Office of Leader Care and Church Health. His primary responsibilities are church compensation services area, and Lee serves faithfully there, and we’re grateful for what Lee’s been doing and how he’s taking on even these responsibilities, as I’ve said, with Chip’s retirement. These two guys are foremost in what they do, and I’m grateful for them. Helping us also today is Ken Allen. Ken’s an associate in the Office of Leader Care and Church Health, and his primary area of responsibility is the area of church revitalization, church health, as well as bivocational ministries. So, Ken’s gonna say a word or two and then lead us in a word of prayer, and then I’ll come back and give you a few instructions for today’s webinar. Ken.

Ken Allen

Thank you, Mike. I wanted to share with you briefly… And again, it’s great to have you with us in these series of webinars that we’ve been doing now for several weeks. And we pray they’re practical and good for you and the local church. I wanna share with you, in the month of July, there will be two webinars. July 14th, we’ll be ministering to students in challenging times. Scooter Kellum, here at State Board of Missions, will be sharing that day. And then, on the 28th, July 28th, which I think is good timing with school hopefully starting regularly, normally, in August. And what does that mean for children’s ministry? So, July 28th, Belinda Stroud and Patty Burns, with State Board of Missions, are gonna be sharing ministering to preschool and children in challenging times. So, please join us, or have those folks that are in those areas in the local church to join us for those two webinars later on. So, let’s pray together. Father, again this day, we’re grateful, Lord, for Your mercy and Your grace. Thank you, Lord, that Your faithfulness to us is renewed every morning, and we thank You, Lord. We praise You. I thank You for Lee, and I thank You for Jim, and I thank You for the ministries that they’ve been called to and that You gifted them accordingly in those areas. And we pray, Father, that in this time that we understand that all that is done in Your body is to be done in order. And so, Father, thank You that this is part of that. Lord, as we do ministry in a way that pleases You in all ways. Again, bless them. Thank You for Doug’s leadership in the background. I praise you for Mike in his directorship of our office as well. And God, again, we thank You for our Lord and Savior, Jesus Christ. In His name we pray, amen.

Mike Jackson

Thank you, Ken Allen. Appreciate you and appreciate your faithful service there at the State Board of Missions. As you’re well aware, COVID-19 has greatly impacted what we’ve been doing through the State Board of Missions, and we’ve learned a lot in the process, especially of using technology and webinars. And one of the things I want you to know today is that in this webinar, it’s been pre-recorded, even though we’re monitoring it live and sharing with you Q&A time. Jim recorded his presentation in light of COVID-19, and so we’re grateful for that. Lee’s portion has also been recorded and that will be played at an appropriate time near the end of our time together. Now, without any further comments or whatever, we’re gonna turn it over to our presenters.

Jim Swedenburg

As you just heard, I’m Jim Swedenburg, and I wanna thank Mike Jackson and Ken Allen for their introduction and for their leadership in scheduling this conference. It was originally scheduled to be an all-day workshop on, well, actually today, but we had to make other plans because of COVID-19. So, we’re doing it as a two-part Zoom seminar, with part one today, from 10 until 11:30, and the second part on Thursday the 25th, from 10 until 11:30. It’s good to be with you this morning. And I also wanna thank Doug Rogers, who’s our technical support, our stage manager, director, producer. Doug, thank you for taking care of the technical details of this broadcast. We’re doing this a little differently than most of our Zoom conferences. I was having some bandwidth issues from where I’m located, and I have pre-recorded this so that you could take a look at it, and I can also join the conference and plan to be on the conference today via Zoom so that you will be able to ask questions live, and I’ll be able to answer them in real-time during the workshop, while I’m recorded teaching on-screen. So, it’s good to be with you today. I’m glad you’re able to be here, and I look forward to leading this workshop.

Our topic today will be administrative guidelines and policies, as we look at the various things that churches need in order to do an effective job of administrating their affairs, as it were, and we have those provided for you here today. There are many resources that we have that we’ll not touch on today. We have policies on just about everything you could think of. But if you want those, you just ask us. And you can do that by asking via text today on the Q&A window that you have in your presentation, or you can email me at J-S-W-E-D-E-N-B-U-R-G at A-L-S-B-O-M dot O-R-G. And I look forward to hearing from you so that we can provide those resources to you.

Let’s take a look at our agenda today. We will talk briefly about our Purpose Statement, which is probably the most important document you could possibly have, because it determines the directions of all the others. We will talk about incorporation, how to do it, why you need to do it. Also, how to file, and one of the things we’ll look at is when was your current incorporation done? If it’s more than a few years ago, you may need to redo your incorporation documents to keep up with the current law, because the current laws are different from those that existed back in 1975 and prior to 1985. There were a couple of significant changes, and we’ll look at those. Then, part of your body of documents, and part of your incorporation really, will be bylaws. And we’ll talk about those, why they’re important and how to write those. And then finally, policies. Because policies are the thing we use most often and the thing we revise most often. So, we’ll look at those plus a quick look at parliamentary procedure to go along with those.

Well, let’s get started on our workshop today. “When you pray, do not use vain repetitions, “as the heathen do: for they think they shall be heard “for their much speaking.” The Declaration of Independence and various other documents are listed here, and if you look at the brevity of these documents. The Declaration of Independence is 1,300 words, Gettysburg Address only 285 words, the 10 Commandments only 179 words. Three of the most significant documents in history. Archimedes’ principle, 67 words. Pythagorean theorem, 24 words. The Lord’s Prayer only 66 words. However, the U.S. government regulations on the sale of cabbage have 26,911 words. I think that’s a lot. And so, we’re going to try to help you to find ways to say what you need to with less words, but there are a lot of things that need to be said. So, we’ll be looking at that as well. Our Mission Statement for today and Thursday is to help churches establish and maintain the appropriate documents.

Today, we’ll look at the ones I mentioned. On Thursday, we will look at revising your current documents to keep up with situations like COVID-19, which kept us from having business meetings or having church activities. So, we have to look at those and update them with things like electronic meetings or ways to do things when we can’t have business meetings, because that’s our normal way of doing things. So, as we look at these things that we have to accomplish, it’s important to have the right documents. It’s important to have them worded well, so they don’t take up lots of room and time in trying to read. So today, our objectives are to provide information on why you need documents, which documents you need and why you need them, how they can be developed. We need to talk about which topics your documents should address, some examples of effective documents, and legal guidance for proper incorporation, answers to your questions as they occur to you. And we want to do that in this spirit. “These people honor me with their words, but I am not really important to them. Their worship of me is worthless. The things they teach are only human rules.” We need to focus on God’s rules and how this all fits with scripture. We live in a society of people who are permissive about their own behavior but demanding of others’ behavior. We’ve never seen this like we’re seeing today in the headlines and newscasts of demands of the way others must behave. At the same time, we see everyone looking out for their own and that’s what’s just the opposite of what scripture teaches. Administrative guidelines can help you work through this attitude in your church.

So, why do we need policies and procedures? Well, you need them to be written, and you need to look at the benefits. Let’s do that. The need for policies is to set the purpose for your church. If you don’t know why you exist, how are you going to move forward in accomplishing your mission? They also help you to map out the church’s plan of action, to reach planned goals and objectives, to help members see ministry needs, to involve all members in ministering, to guide in recruiting and organizing of staff and to delegate and allocate authority and responsibility, to coordinate all church activities, to provide clarity by guiding decisions, to stimulate paid and volunteer staff, to evaluate outcome versus purpose. Just because you’re moving some direction fast, doesn’t mean you’re moving in the right direction. And to focus ministry organization aims. Some of the benefits are they save time: you don’t have to repeat the same discussion over and over, you avoid having to re-make the same decisions, you can refer to them whether you’re staff or a lay person, policies provide guidance, stability and consistency in doing things the same way, and policies increase compliance. I used to have the phrase: policies ensure compliance. But nothing ensures compliance in a Baptist church, so we just wanna do it as best we can.

Back to policies providing guidance, stability and consistency. Why would you want to go back at every business meeting and make decisions that you’ve already made? That’s one of the reasons that when you do your policies, you should go back and take a look at the business meetings you’ve had and what was accomplished in those meetings, and to look at those as the guidelines for writing down your policies. You already have policies, you voted on them. You need to know what they are, and then you won’t have to repeat history. You can use what you’ve already done to help you get going. In addition to saving time, they reduce misunderstanding. They give personal freedom. Policies are fair. The Bible calls for it. And it’s important that we remember the scripture: “Let all things be done decently and in order”, 1 Corinthians 14:40. You might be surprised, however, to learn the most important document that you will need to use and to have and to refer to goes alongside with another one you probably do well realize. The two most important documents are your Mission Statement and the Articles of Incorporation. So, those are critical that they be in harmony. And then, we have to have ask ourselves, as we develop these policies: do we as a church exist for man, or do we exist for God? What documents are needed is the next question we have to ask.

The Mission Statement, the Articles of Incorporation. We don’t need a constitution. In fact, if you have a constitution and a document of Articles of Incorporation, those two articles are viewed by the courts in the same basic way, and you don’t need them to be conflicted with one another. They have to be in perfect harmony if you have both. We sometimes get confused by the idea that a church will constitute, or come together, and make themselves into an entity. And we combined that phrase with having a constitution that makes it sound like we need one. We don’t. Under the current laws, Articles of Incorporation accomplish the same thing. But make sure they’re in perfect harmony if you have both. Then, we have bylaws and policy manuals and job descriptions and an organization chart, in many cases. These things are very helpful, especially in churches where you have multiple people, in terms of leadership roles. One way you could look at policies is as a rigid structure. A Statement of Purpose is like the plan. You have a floor plan that determines how the church will be governed, and how we will deal with the direction we’re gonna go.

The floor plan tells you almost everything you need to know about building a building like a house or a church. But when you look at the finished product, it might vary just a little bit from the original plan. But the plan determines the footprint of the building and the Articles of Incorporation are like the foundation on which the building is built. They anchor the building to the Earth. And in terms of looking at Articles of Incorporation, they anchor a church to the governing roles of the State of Alabama in a way that’s beneficial to the church and to the state. So, it’s important to have that. If you look at the framing of the church, that represents the bylaws. The basic structure is determined by the framing. It doesn’t determine the color of the walls or the kind of carpet or the furnishings you put in it, but it does limit certain areas of the church to certain guidelines, and that’s important. Then, we also have the finishing which is like the policies. The policies determine what you will see. You don’t see the framework, you don’t see the foundation, you don’t see the blueprint when you go into a building. What you see is the finishing and the color and the textures, and those are the things that the policies provide, but they’re attached to the framing, which is attached to the foundation, and that makes it work. A better way of looking at policies might be as a flexible, growing organism.

The Statement of Purpose is like a seed: it contains everything a tree will be some day, all the DNA and all the information. But there are other factors that will influence its growth. So, the seed, it’s the Purpose Statement, that’s planted in the soil, and it anchors the church through the Articles of Incorporation, which are like the roots, which connect us, again, to the State of Alabama and to the laws that we have to follow. A lot of people would like to think that churches have not any responsibility to follow the laws but many of them do apply. The zoning, the building codes, the tax laws, all of those things are things a church has to follow. And now we have a new Supreme Court decision that is further limiting some of our religious liberty in the areas of gender identification. So, we have to find ways to work with the State and part of that is through the appropriate incorporation documents, so we’re not living outside the law. The trunk and the branches are like the bylaws. They determine the final shape of the tree, in many ways, but not the fine details. They’re attached to the roots which don’t move. They stay in the soil, but they do grow sometimes. Then, you have policies which are like the leaves. They change with the seasons, and they change in their texture and color. And we change policies much more easily and much more often than we try to trim off a limb or grow a new limb on a bylaw or something like that.

So, it gives you perspective. This chart is available, and I will have it placed online with the notations from this workshop, but it goes through the various documents and how they relate to one another. The Mission Statement is controlled by the Bible and by the church. It governs every document a church has. The way you change it is by voting at a church. Then, there are Articles of Incorporation which relate to the church and relates it to legal issues related to state and federal. And then, you have the way to change it. And generally, that’s gonna be by 2/3 of the vote cast in two consecutive business meetings. Why are there two business meetings? Well, have you ever shown up at a Baptist business meeting and realized that something was going on, and the other side is there in force, and you don’t know what the issue is yet? That’s because there’s probably a telephone committee that inferably got everyone there to vote for this particular thing and it’s important that you have another meeting on something as fundamental and structured as bylaws so that everyone gets a chance to vote, at least in that second meeting.

So, two consecutive meetings and that’s important. Then, we have Constitution, which we don’t need. We know that, and we’ve already talked about that. But then, bylaws, which are going by the Articles of Incorporation. They govern policies and procedures and to change them, you need a two-week notice. A simple majority for two consecutive meetings and that should take care of a good procedure there. Policies, there are three kinds: operating policies, office policies and personnel policies. The office policies are more like procedures that you follow. And so, there are instructions that you leave for people who will come along later, so they won’t have to reinvent the wheel. Then, we have all those governed by the bylaws. They relate to the church as it functions, the office as it functions, the personnel as they function. And simple majority vote for the operating policies. An administrative decision usually is enough for office policies and procedures. And personnel policies, a majority vote with the Personnel Committee is sufficient. Many churches will require church vote, but it is sufficient to let the Personnel Committee handle that. And then, you have job descriptions and personnel charts and organization charts, and those kind of things.

So, all those are part of the integral process that relates to having policies in place for your church. Now, some people would be of the opinion you don’t need to develop bylaws, that it’s not necessary. But my friend, Lee Wright, will tell us otherwise. He’s done some research on that and under the Code of Alabama, section 10A-3. The Board of Directors has the power to adopt or repeal bylaws. So, if you just don’t have any bylaws, then you’re saying the the trustees or the Board of Directors or at least the people who signed the Incorporation document. If it’s not defined more clearly, it would be the folks who can amend and adopt or appeal or change bylaws. Repeal, I’m sorry. Called meetings, president and the board or the members. It takes 1/20 of the members to call a meeting. Most churches have other processes that work better. A notice of the meeting must be a minimum of 10 days, a maximum of 50 days. Plus, to change a bylaw, it must be done personally or by mail. And of course, most churches don’t allow voting by mail. Proxy voting is allowed by the State of Alabama. You just send your vote in. A quorum is 1/10 of the potential votes to be cast. Well, that’s a sort of ambiguous term. We get into a lot of trouble with quorums, and we’ll talk about that under bylaws. Vacancies can be filled by the directors and trustees. There’s no need to have a church vote to do that, if you default to the state’s bylaws. You have to have at least three trustees. That applies whether or not you have bylaws. Their term, by the State of Alabama law, is one year. A vacancy can by filled by directors or by trustees. A quorum is 1/10 of the potential votes to be cast. I already mentioned this one. In fact, those are all redundant, except for books and… Oh, I’m sorry.

Officers, you have to have a president, a vice-president, a secretary and a treasurer, but you only have to have three officers fill those four offices, which seems confusing, but one person can do two jobs. Then, you have books and records. They have to be available to any member at any reasonable time, and every church has some confidential records that shouldn’t be available to every member at every moment. Then, loans to directors are prohibited. And that means, well, that would be an enduement, if you make a loan to a personal director. And we’ll talk about that in our legal issues conference. Amend Articles of Incorporation requires a notice and a 2/3 vote of whatever body is voting. The sale, lease or mortgage of assets requires a 2/3 vote. That wouldn’t fly in a lot of churches. And well, to dissolve the church, and give the assets to another non-profit or charity, religious or educational. That one does stand for all of us. If we dissolve, we have to have a clause in our bylaws, or a section in our bylaws or an article in our Incorporation document to discuss the distribution of assets in event of dissolution. Those just are legal words that are probably gonna be worded just like that in your document. Distribution of assets in the event of dissolution. Who gets the money? Remember that these items we’ve talked about, that the State of Alabama furnishes as your bylaws, only apply if you do not have your own Articles of Incorporation, or if you do not have your own bylaws. These bylaws come into effect under section 10A-3 for non-profit organizations that do not have bylaws.

Church incorporation is slightly different, and we’re not encouraging you at all to go in that direction. What we really wanna do is a non-profit incorporation. The protections are much stronger. We’ll get to that in just a minute. But as we finish up this section, I wanna remind you they only apply if you don’t have your own bylaws. Now, let’s talk about writing the documents. Writing the documents is not really difficult. In fact, it can be fairly simple if you know what you want. But it is time-consuming, because you have to involve people, educate them as you go along. You don’t want to rush the process, you wanna make sure you take care of it as you go in a thorough way that will stand the test of time, and a rushed job often leaves out things. So, we want to remember that as we focus on the task of developing a Purpose Statement. That’s the first document you need to have, and you may already have that in place. But if you don’t, you do need to develop one. A Purpose Statement talks about who you are and why you’re there. It is the reason for the church. Let’s look in detail at that. The Purpose or Mission Statement shapes the others. It shows the biblical basis for the church’s existence. It defines who we are and what we’re trying to accomplish as a church. It roots in scripture. It’s incredibly important that you remember that in developing your Purpose Statement. You will need to form a development committee. It could be the church council, it could be the deacons, it can be the group you choose but have a committee to do the development.

They would look for any existing Purpose Statement, see if one is in the minutes or in the bylaws anywhere. And then, you want to conduct a background study of some relevant biblical passages. Here are a few of those listed. I won’t name them, you have them on your screen, and copies of this presentation will be available afterward if you’d like to have them. Next comes the Articles of Incorporation. Remember the Purpose statement roots you in what you believe. It’s your biblical purpose, and you want these other items to grow out of that. But when it comes to your interaction with the State of Alabama and legal requirements, as well as serving for the foundation of your bylaws and making them legal, you want to have Articles of Incorporation, and you want to file those with the Secretary of State of Alabama. You also may want to file them at your local county courthouse in the Probate Office under the probate clerk and that’s one place to look for the Articles of Incorporation that may already exist and make sure whether you have them or not. All articles now would be on file with the Secretary of State, but that doesn’t apply to past years. Because in some counties, those records haven’t been transferred to digital records. They’re only in the book, and you have to talk to the clerk in your county, a probate clerk, and ask them to look up the information about your church. Probate clerk is a very important resource in doing this. That clerk will help you to find what you need, so you can get it and get it right.

So, you want to make sure you know what documents are on file. There are some counties that don’t have good records. There are a few counties where records were destroyed by fire, so this task may be more difficult than you expect. But when it comes to the Articles of Incorporation, they are needed for legal reasons. The requirements for them are fairly clear. They would serve in lieu of a constitution. You don’t need both a constitution and written bylaws. Excuse me, you don’t need both a constitution and Articles of Incorporation. One item filed as your Articles of Incorporation, no matter what you call it, would be sufficient. Generally, it’s better if you’re doing a new one, to call it Articles of Incorporation. They’re very broad in scope. They say things like, “We are First Baptist Church”, and, “We are located at”, and who the people are who found that and set up this document. But it shouldn’t go into great detail. You don’t want names, other than the incorporating trustees. You don’t want numbers about how many people have to be present at a business meeting, that kind of thing. All that belongs in the bylaws.

The main thing the constitution does is declare to the State of Alabama, in all legal certainty, that you are an entity on your own. Therefore, Articles of Incorporation are more difficult to change. You have to do that through the probate judge and through the Secretary of State. You’ll need an attorney to set these up. You’ll also need an attorney to make changes in them. It’s not an absolute requirement, but it’s a very smart move to use an attorney who’s familiar with this. Generally, we recommend, and if you look at the state recommendations, it takes a 2/3 majority of those present and voting to approve those articles or to make changes to those articles. You don’t want that to be an easy or capricious thing to do. You want to make it that of a little more permanence. We suggest that you require that be endorsed at a second consecutive business meeting. One of those could be special, the first one, but it’s a special, or called, business meeting. But one should also be done within a month to follow up on that. And you wanna do this at two meetings, I think I mentioned this earlier, but if you have just one business meeting, you’re taking potluck, if you will, as to who will be there and who will be voting, and you don’t want to leave the impression with your congregation that this wasn’t publicized sufficiently, and there wasn’t an opportunity for people to vote no matter what their opinion. So, you do it twice and make sure it’s upheld on both meetings.

More about the Articles of Incorporation. First, you recognize that there is a need. Every church should be incorporated, and one of the reasons it’s legally needed is lawsuits against the church can cause personal and financial obligations for your members if your church is not incorporated. Let’s say that you are a church that has been without an Incorporation document, and you are victim of someone stopping in your parking lot, maybe changing a tire, and then they fall down, trip over their own jack and break their arm. Are you responsible for what happened? Well, no individual in the church caused that to happen, but it did happen on church property, and under the laws of the State of Alabama, they can sue the church, and they could win a judgment. The judgment would not come against one individual person, but it would come against the church. However, the law of Alabama says that for an unincorporated church, which would also be called a loosely incorporated church, that burden of paying those judgements, whatever they are assessed towards the church, would go to any individual in that church that the persons bringing the lawsuit chooses to take the money from. You don’t have a choice. It’s called separate and severable liability.

So, if they win a judgment against the church that’s not incorporated, and no one person in that church was negligent, it just happened in a way that made the church liable, then that person who sues gets the money from the member they choose. A lot of times if you just tell your wealthier members about this, they’ll provide the support you need to get this through church and approved and get your Articles of Incorporation, because nobody wants to pay judgements that weren’t against them. So, that’s one important reason. Let’s go back to the slide for a minute and pick up where we left off. Property ownership is not possible unless you’re incorporated. A church cannot own its own property. You cannot hold title to property as a church unless it’s held in trust by someone else for the church, and many times this means that the church property was purchased by the signatures of trustees back in the days when you weren’t incorporated, and those trustees actually signed the documents as themselves. So, technically they hold that property in trust. What happens if those trustees did that 100 years ago, and none of them were living now? Who owns the church property? First of all, it’s not the church. Secondly, it may be held in trust for the church, but who holds that trusteeship if the person passes on? Well, that’s a question for the courts, and in most cases, the ownership would pass down just like inherited property. Whoever inherited that person’s estate and as it passed, in a legal term that’s called per stirpes, from descendant to descendant.

You’d have to figure out who does own it, and then you’d have to deal with that. We’ve had churches run into this many times since I’ve been at the State Board of Missions. And oftentimes, they have to do a remedy of title, and sometimes it’s a little worse than that, in terms of the process you have to go through. So, you wanna makes sure you have clear title to your property. So when you incorporate, one of the things to remember to do is to get a clear title or a remedy of title and be able to have the ownership of church properties vested in the body. Not in the trustees, but in the body. Have it vested so that the church owns and controls that property. Takeover becomes very easy if you’re not incorporated. You wanna make sure that you have a document that determines these things, like the bylaws and the Articles of Incorporation. There have been quite a few times, in the 30 years I’ve been at the State Board, when a church has had a situation where it’s a very small church, oftentimes a rural church, and they are in business meeting. And let’s say they’re on a night when the weather is not good, and very few people show up. I remember one church in Pickens County where this happened. Actually, it was in western Tuscaloosa County but a Pickens Association church where the pastor and his family were the only ones that showed up at business meeting one night, and they simply transferred all the assets of the church, by church vote, into the name of the pastor. And that church never got their property back, because the people who did this takeover did it perfectly legally. The church had no Articles of Incorporation.

The church had no written bylaws. They only had a document that said Robert’s Rules of Order. Well, under Robert’s Rules of Order, they met the quorum, they had the business meeting, it passed unanimously. So, there was no one to be able to make a contention against that, and they wound up being able to keep the property, because Robert’s Rule says the majority rules. And they did. Very bad situation, I remember it well. Are you currently incorporated is a question, we kinda started with this. The County Probate Clerk’s Office. Any articles filed before 1975 should automatically consider re-incorporating, because the law, the Code of Alabama, changed drastically in 1975. We had a all-new Code of Alabama passed, which totally rewrote the laws of the state. And then, in 1984, we had Section 10A-3 replace Section 10A, and all of the things on incorporation, all of the items listed under Section 10A became, under Section 10. Excuse me, got a little confused. Under Section 10 became Section 10A, and so it also created a church incorporation, and I believe that Section 10A… I’ll get to that in a minute. But those changes were quite major. So, if you haven’t looked at your documents since 1984, you may want to do that. Also, if you have incorporated since ’84, and you chose church incorporation instead of non-profit incorporation, you probably want to revise those too. We’ll look at that in more detail in a moment. So, articles that you have, some things you can look for. They must contain an article describing transfer of assets in the event of dissolution. That’s one that the state requires, and we talked about it under the state bylaws, if you would allow them to dictate your bylaws.

If you don’t have that in your bylaws, or in your Articles of Incorporation, you should revise that document immediately, because that allows the church to receive charitable contributions. And when you receive those, the people that give them can take contribution credit, if you give them a proper receipt or substantiation for their contribution. Now, those don’t quite mean as much as they once did since it’s harder to meet the threshold for charitable contributions. It would have to be a much larger amount of money to exceed the minimum deduction, or the… Anyway, tax law thing. If you don’t have that, then those contributions were all actually not charitable contributions, and you’ve got a tax situation, and the IRS can revoke your 501c3 status. Even though you may not have filed for a 501c3, you may have simply taken the automatic 501c3, you would lose that benefit, and that could be substantially destructive to your church. You want to select an incorporation committee that would be a special or ad hoc committee. One that exists for the length of time the work is being done. It’s not just for one year or one business meeting, it’s a period of time, but the committee ceases to exist when it’s complete. That’s a special or ad hoc committee. Now, let’s look at whether you’re current or not. The question of are you current, Alabama incorporation law changed twice since 1975. The Code of Alabama was revised, I just mentioned that, in ’75. And if you were incorporated before ’75, there are four articles that would have to be present in your current Articles of Incorporation, in order for you to still be considered incorporated under the current law and meet those obligations. One is the transfer of assets in the event of dissolution. Second would be the Initial Registered Agent and a notation and their successors. You have to keep that up to date.

There’s a special form you file with the Secretary of State. Who is the registered agent? That’s the person who gets the official mail and makes sure it gets into the hands of those who need it. The IRS also requires a registered agent. They can be the same person or different people, but those have to be kept current, and many churches are very lax about that, if they even know it is required. The initial trustees would have to be listed. There should always be three, and there must be a method of selecting successors or replacing them if they cease to serve. And the title of the property should be vested in the name of the church. Never vested in the trustees. So, the ownership would be in the hands of the church. The law was revised again in 1984 when they created a simple church corporation law and that’s 10A-20. That’s the number I struggled for a minute ago, 10A-20. Rather than the non-profit corporation law, 10A-3, and its successive amendments. This made it possible to incorporate and own property as a church but did very little else. The church corporation law does not protect the senior pastor and staff from personal liability.

Those lawsuit kind of situations where someone wants a judgment against the church but not against an individual. You want that protection for your pastor and staff. Some limited liability may be provided to non-compensated leaders and members, which is better than not being incorporated but still not as good as protecting everyone. Those churches should amend to replace, a fancy name for revising your document and replacing it with another one. Our attorney strongly suggests you consider 10A-3. 10A-20 offers very few protections that you get under 10A-3. It doesn’t cost any more, it’s just a filing fee and that’s it. All uncompensated officers, members, volunteers and workers are given some limited liability protection, whether the church is incorporated or not, under Section 10A-20. But churches incorporated as non-profit receive full limited liability for all members, compensated and non-compensated. So, that’s the best way to go.

The non-profit corporation law, 10A-3, is the best method for churches. Other important questions about incorporation. All churches, incorporated or not, may adopt other purposes under the Code of Alabama 1975, Section 10A-1-2.01. That’s important if you want to have an additional purpose. In most Articles of Incorporation that I see, they actually list the primary purpose of the church incorrectly in that they may elaborate on what they do, rather than actually taking a legal term. What we need to make sure is in there is religious, charitable and benevolent. Those are things we need to have as our purpose. We can add other things to it, but we need to have those. Churches are authorized to do anything not prohibited by law, and that’s different from the church corporation law which was restricted to only having the right to own real estate. There is a limited liability protection for all members, I mentioned that, compensated or not, in a non-profit corporation. It’s unique to that type of corporation. The non-profit corporation is best for churches. It offers much more legal guidance than church corporations. The Code of Alabama gives an entire chapter to non-profit and only seven sections for church corporation. The sections are parts of a chapter, and these are all under the general heading.

So, you want the more robust protections of Section 10A-3. It protects both uncompensated and compensated church officers and directors from liability. That’s not the case for unincorporated churches or churches with Church Corporation. I’m being redundant here, but it’s important. It provides church ownership of real estate, gives legal standing to a church as a legal entity. Unincorporated churches don’t have legal standing and are not legal entities, and that’s important when you are dealing with the courts. Now, back to writing the document. Gather the pertinent information: any charters, titles, deeds that you have, any articles of foundation or constitutions. All of those things should be gathered. Part of the process will be to set those aside and establish the new one superseding them. And while you’re doing this, please have them microfilmed by the Historical Commission. The Alabama Baptist Historical Commission located at the campus of Samford University is an entity of our state convention which preserves historical documents. I personally have served in two churches where we actually had a fire to destroy some of the records. And that is a travesty, because if you don’t have the microfilm, you don’t get those back. A church I served in Georgia was 150 years old, they had that anniversary right after I arrived, and that church lost permanently many of their documents.

The other church fire I was in was at Five Points in Northport. Not everything was destroyed, but those documents had been preserved on microfilm by the Historical Commission. Then, you have to decide what do we include in these possible documents, in this Articles of Incorporation. Well, if you get a copy of the book, which is at cooperativeprogramresources.org, and then you just search under the Policies and Books sections, it’s in both places, to get a copy of the guidelines for this workshop. I will make those available to you at the end of the conference as well. The topics you may want to address are there. You need to consult an attorney, There’s some issues you wanna talk about with your attorney. What is he going to charge? What will the charges be? What will the probate judge charge to file this document? What is the church’s purpose? You’ll need that going in. And that deals with religious, charitable and benevolent but anything else you want to include there. The details of why the church needs to incorporate, and those are the three legal issues we talked about. You want to ask: what material does the church need to collect and develop to assist in the incorporation process? That will substantially reduce the legal cost of incorporating, ’cause you pay an attorney by the hour. And anything you could’ve done and brought to him already usable, then that is time you’re not paying for. But if he has to look those up, find them, track them down, then you’re paying for that time.

So, save some money and be ready by preparing in advance. Request a list of any additional expenses that are not included in what you’ve discussed above. And then, you want to verify with your attorney the timeframe he envisions for applying the church’s incorporation actions. And so, once it’s in his hands that document will already have been at least written in the outlined form and approved by the members before the attorney gets it. And therefore, he can give you an accurate timeframe without having to wait on the church to approve sections of it. It will go through final approval by the church and that’s important. The Articles of Incorporation will need these specific topics. Name and location, the purpose, the fact that you exist, and that’s a legal kind of issue. How members are admitted and dismissed, and those kind of things. The administration of the affairs of the church, which is critical, that that be vested in the body, but signatures are executed by trustees. Decisions are not made by the trustees. They sign the documents, verifying the church’s approval. Church conferences, you have to have at least two a year. Beyond that, as many as you want. Bylaws, you reference the fact that they exist and empower them through this document. Amendments and how those can be accomplished. Elections, when and how those will be carried out. What is the church year? Some churches have more than one church year. They have a fiscal year which is usually the calendar year. And then, they have the church year, which may be September through August. And others might have October through September. Probably, the best thing to do is just make the church year the calendar year and let everything else flow and adjust accordingly. How do you discharge officers if the church wants to do that? And the section or the article on transfer of assets in the event of dissolution, how the trustees are selected and organized.

That might also be under Administration of Affairs. Initial Registered Agent and Initial Registered Office, and then the initial incorporators and their signatures. Those are all a part of that. And then, there’s a form that your attorney will give to you. This vote on by the church called a general acknowledgement of their authorization to incorporate, and that’s a critical document. Now, we’re back to writing. We want to do a draft of the document. We want to present that document to the church. We want to discuss the draft of the document and answer their questions. There should be a vote to approve the drafts document. While it may need changes and additional work, you do need to approve it at this point as a general guideline. Then, you give the draft to your attorney. Your lawyer will review it, and if needed, revise it to meet legal specifications. If revision is needed, you should go back to the church to vote and have your attorney file the document with a probate judge and the Secretary of State, and you do need to review your document every 3 to 5 years. Many of the churches who are in the situation where theirs has really been superseded by changes in the law, should be looking at that. And generally, the trustees are assigned the legal review of items or the call for a legal review. But it could be the church staff, it could be anyone who notices a change in law, then we need to revise our bylaws. Chances are the answer is yes. Or, our Articles of Incorporation. Now, let’s talk for a moment about our bylaws.

Bylaws are the next step in authorization from the Articles of Incorporation. And my way of thinking, as I described in the earlier part of this session and mentioned in the book that you’ll be able to get a copy of that for this conference, the foundational document for the church, of course, is the bylaws. Under it, and authorized by the church, as the next step under the Bible would be the Purpose Statement. Out of the Purpose Statement, come the Articles of Incorporation. And out of the Articles of Incorporation, and it’s authorized by the articles, are the bylaws. Then, the bylaws, in turn, refer to policies. Why do you need these levels? Well, the Articles of Incorporation don’t change. They’re a firm root in the soil of the laws of Alabama. And then, flowing out of it is the trunk of the tree, which would be the bylaws, which determine the general form and shape of things. And the bylaws might say, “We will have observation “of business meetings at least twice a year,” but it won’t give specifics. Because they would come after the bylaw, and say, “Our business meeting shall be each month “on the Wednesday following the third Sunday,” or whatever you have. A lot of churches where I grew up had things like that. But when will the business meetings be? Those are dates, times. And those go in policy, not in bylaws. Bylaws just have the general principles and would be no more specific than saying, “We shall have deacons, we shall have committees. “There will be standing committees, “and there will be ad hoc or temporary committees,” and those kind of things.

So, they’re each filling a different role here. The bylaws are also very broad in general. And as an example here, the church shall have committees as established by the policy manual by majority vote of the church in conference. Very simple. Changeable, but you don’t need to change them all that often. It’s a simple majority votes, but you would want to vote at two consecutive business meetings, since these are substantial rules. In the book you will be receiving, this will have been corrected, so we don’t need to dwell on that. But some possible bylaws, and these would be on page 40 in your new book, but they’re also available by email if you’d like to have them. Membership, the qualifications and procedures. Who is a candidate? How do they present themselves? Full membership/rights of members. Termination of membership. All those things need to be covered. Additionally, discipline of a member and how would they be reconciled. And there are four scripture passages that, excuse me, two scripture passages, that deal with that process. The most familiar one to most of is Matthew 18:15-17, where the procedure for bringing aggrievements to a member is listed there. Then, come exclusion, if necessary, and restoration. There are processes for this. Just this week I dealt with a church that is having to do an exclusion, and it’s been painful for the church, but it was actually necessary in this case. And not that it wouldn’t be, but it was difficult. Church officers.

You have trustees. Who are they? What are their qualifications? How are they nominated/ elected and when do they rotate? There are certain offices required in the Office of Trustee, and these are mentioned elsewhere, but they are: president, vice-president, treasurer and secretary. But they only have to be filled by three people. So, one person could have two jobs. Powers and responsibilities of trustees, which generally is gonna be limiting to recommending things to the church, or regular church procedure, or signing of documents approved by the church. And they should have regular meetings, must meet at least twice a year by Alabama law. Some other possible bylaws. Moderator, how you select them. What are their duties? How are they seceded? Is your pastor the moderator, or do you have a different moderator? The clerk: nomination, election, rotation, responsibilities. These will be true for each. Parliamentarian, if you choose to have one. And other officers, deacons. Their composition, qualifications, nomination, election, rotation, ordination, officers, responsibilities and meetings. Then, you would have church staff. Purpose and responsibility. Who are they? Generally, in the bylaws, you would say it’s a senior pastor and other ministerial staff, as needed and called, associate missionary staff, as needed and called, Ministry brothers, associate ministry staff. Church support staff. Clerical, custodial, food service, weekday, instrumentalists, others. And those would be covered by policy documents, which would be actually listed under decision of the church. And therefore, would go under personnel policy, most likely.

The call and termination of the pastor and staff. Resignation, determination, notice of dismissal, call and termination of ministry staff. Same procedure. Termination of senior pastoral staff and associate ministerial staff. I think those are fuzzy terms these days compared to what they once were, but you do have associates and higher level staff. I think the pastor is pretty clear. The senior pastor would be the head of the staff. And then you might have other senior staff that are not the pastor, like the education minister, the discipleship minister, the music minister. And then, you might have age-group ministers, who are more at a associate level, supervised generally by another staff member, the executive pastor or someone like that. And those would be Minister of Youth, Minister of Children, Minister of Preschool. Because generally those are a little bit less experienced. Not in every case, in some cases they’re very well-seasoned folk. But those are the different kinds of ministry staff, and generally, churches will have slightly different policy regarding some of these things. So, it’s important to have that reflected in your personnel policies. Then, you have councils in some churches, specified by policy. Some examples are the Evangelism Council, the Missions Development Council, the Age-group councils, Youth Council, Children’s Council, and so on. Others as specified. Then, you might have ministry teams as specified by church policies. Generally, you would have committees or teams, but some churches have both. Committees would be regular/standing committees, and those generally are four administrative committees: nominating, personnel, stewardship, and there may be others. And then, ministry committees, as specified by church policy. So, you don’t have to list all of those in the bylaws. In fact, it’s kind of a bad idea.

I remember going to consult with a church once. That church had something like, I believe it was 35 committees, and their average attendance was 50. So, every member of the church had to serve on at least two committees to be sure to staff all the committees, and that’s… I mean, the church had been large at one time, and as the membership declined, they had not revised their policies and bylaws to reflect the lower membership. Then, there might be some church ministry services, library, recreation, things like that. There would be a church leadership team, normally called a Church Council. Membership would be specified by church policy. Generally, it’s the staff and the leaders of the organizations, such as Bible Study, Sunday School, Discipleship, Music, et cetera. Ministry organizations, which would include Sunday School, Church Music, Missions, and Ordinances. You don’t wanna specify a frequency or a schedule of those observances, but state: as specified by church policies. The ordinance of baptism and the Lord’s Supper will be observed regularly and that will be sufficient, along with the policy. Church finances, internal controls, receiving, Sunday School gifts, worship gifts, other gifts. Depositing, counting, disbursing, recording, reporting, auditing and bonding. We have a separate book or document on church internal controls and another one on church financial policies. Those together form a very good set of guidelines for church finance and helping to protect you from embezzlement, theft and other issues. Conference or business meeting.

A regular one, specified by policy. Some do it quarterly these days. Special or called business meetings and how those are brought about. What is a quorum? A quorum is best defined as a percentage probably of Sunday School attendance. If you think about it, look at your typical attendance at a business meeting. And then, look at what you would consider a minimal portion of that attendance, then take that number and divide it into the total Sunday School attendance and express it as: the quorum shall be 10% of every Sunday School attendance, or something like that. That way it changes as your church membership and participation change. Then, you would also have Robert’s Rules of Order. Newly Revised is the current edition. I prefer to simply put in there the latest edition of Robert’s Rules of Order, because that stays current over time, even if Robert’s Rules change, which they do every few years. Moderation and succession under church officers. Elections and rotations for deacons and their officers, their committees, the organization leaders, and others as specified. How our rotations go. Generally, three years is the norm. It could be something else.

I think every two years is much too labor intense in trying to recruit folks, but some do that. Policy manuals. There are three different kinds. There are church operating policies, dealing with things that the average lay person would come in contact with and have to have information about. Church office policies and procedures, which would be simply a list of things done in the church office. And who does them and how that would be done if they were absent. And then, personnel policies which govern your personnel. Those are Personnel Committee things. Policies are very specific, very easily changed. Simple majority vote in any business meeting. And then, you would have job descriptions in that personnel manual. A list of each staff member’s position title, supervisor, responsibilities and duties. And we now know under this new Supreme Court ruling that what is listed under these responsibilities and duties will determine whether that person serves in a ministerial role and whether that person would be exempt from the Title 7 of the Civil Rights Act because of that position of service. So, that becomes very critical. We’ll talk about that on the Thursday portion of this. An organization chart, mainly showing who reports to whom, and how the responsibility flows. It’s organization, communication, responsibilities, within the staff itself. When we come back, we’ll take a look at policies. This is a pausing point for me, and we’re gonna hear from Lee Wright about adopting and passing things in business meeting. And how we’re going to deal with those issues when they come up for a vote.\

Ken Allen

Thank you, Jim, for the presentation. We’re back on the Q&A time, and I noticed a couple of questions in the Q&A slot that Jim’s already kind of answered. But it might be good, Jim, just to share briefly how you’ve answered one of the questions: what tools are available to help keep the church membership list up to date? And so, you answered that question. Would you mind just sharing that with everyone?

Jim Swedenburg

I’ll be happy to try to answer it. My basic answer was there’s an awful lot of different opinions about that. And what I have is some resources on some of those ideas and how it can be done. I’m a lifelong Baptist. I grew up: once you’ve come to Sunday School three times, you never get away. Even to be removed from the role when you die requires a three-week notice in the church where I grew up. But we can help you evaluate some of those decisions. Most folks, they’re mainly concerned with people who no longer live in the area, no longer have any contact with the church and don’t know where they’ve gone. Another growing concern these days is people having membership in more than one church. This happens a lot of times when you cross denominational lines, or when you join a non-affiliated church, and you follow their procedure. You join, but they don’t tell the church that you are from what happened and that you are already a member. So, they never remove you from the role. We can help you make some of those choices and decisions. I’m sure Lee and Mike have some opinions on that as well.

Lee Wright

I was just gonna say I grew up the same way that Jim did, but one of the things that we’ve gotta think about is we do need to be careful about our role and some of the time that, we use the term purge, the role. And that we’ve gotta be careful, because we may be the only contact that that person has and the only contact to a church. And keeping them in our list, sometimes they become almost like a prospect. And so, I agree that we’ve got to be extremely careful about our roles and about purging our roles.

Ken Allen

Yeah, I know that there is still some movement of foot today too. In one or two of the books we’ve written, folk, that we’ve read, about meaningful membership. And I think that’s a lot of what people are getting to, that making sure that membership has a purpose, and there’s the mission side out of our membership role. And certainly, I think, what Jim said was valid as well. Just to make sure that they are up to date with addresses, and that people are truly still members that are on the role is certainly a good thing. Jim, you mentioned about the PowerPoint as well to someone that ask about it. Any follow-up to that, if anyone else is interested?

Jim Swedenburg

Yes, when you go online to order your copy of the booklet that goes with this conference and the guidelines, there is a Notes field, and you can type a note in there that you want the PowerPoint as well. And I’ll make sure that you get it. It will be sent in a PDF file that shows you and shows each slide and the notes related to that slide. If you have another specific way you want it, you’ll need to let me know. There are some copyrighted materials in this, but they’re very few and far between, and I can deal with that. If you’ll just go to this. My email address is on-screen, it’s [email protected], and my direct dial number is 613-2283. The website is cooperativeprogramresources. O-R-G and /conference, and that will take you to the page that has the ordering information on that booklet. We’ll get it to you as quickly as we can. You can also just simply send an email from that page, or send one to me. It’s actually the same email address either way, and I’ll make sure you get what you need. We also have a wide variety of policies.

We haven’t gotten to policies yet, we’ll be dealing with that on Thursday. But when we get to policies, I probably got 100 different policies. Samples that are very good models for you to use in drawing up your own. For instance, we have funeral policies, we have cemetery policies. We have funeral director guidelines. We’ve got all kinds of things most churches never need even. So just ask, we’ve probably got it. Thursday, we will deal with the basic topic of writing your policies and revising your policies for a post COVID-19 type of situation, so that you will be able to have electronic business meetings and accomplish some business. Most of us weren’t prepared for this, in terms of our documents. Robert’s Rules does allow electronic meetings. There are some very specific guidelines, and Lee has provided some talking points on that, and we’ll be talking about some things we need to do when we go back to meeting. Lee, feel free to chime in on this. But he will talk about how you need to ratify any decisions you made while you weren’t able to meet legally and meet that obligation. So, lots of good stuff coming up. All right, if there is no further word from you guys. We will head to Lee’s. It’s a brief presentation, Lee.

Lee Wright

This one is about 16 minutes, and it’s about meetings, minutes and mistakes that we often make.

Hello, this is Lee Wright from the Alabama Baptist State Board of Missions, and I want to share with you a little bit today about meetings, minutes and mistakes. We want to have really good meetings, but oftentimes many Baptist churches make a lot of mistakes, especially concerning Robert’s Rules of Order, which is an excellent way for us to conduct our meetings.

So, there are four basic principles. The first is courtesy and justice for all. The second: we will consider one thing at a time. The third: the minority must be heard, but the majority must prevail. So, there are some guiding principles. First, the spirit of fairness and good faith is paramount. Only one matter is addressed at a time. Only one person can speak at a time. No one can speak for a second time until everyone has had a chance to speak the first time, if they wish to. All members have the right to understand any question presented during a meeting and understand the effect of their decision upon the body. Members must be present to vote unless the bylaws state otherwise, and everyone’s vote counts.

Another part of Robert’s is for us to have efficient meetings, to conduct meetings that run in a way that we’re not there all night. And so, to be efficient, here are some examples. Other than reports or announcements, discussion with no motion on the floor is actually out of order. There are time limits on debate. And the assembly can choose to extend those time limits, restrict those time limits, or even cut off debate.

So, to have a good meeting, we want to prepare for the meeting. And so, the secretary, or clerk… And in our case, when we talk about churches we use the term clerk, but those terms are interchangeable. So, they work with the moderator to prepare the agenda. Distribute materials to the members as needed. And send out a call of the meeting, especially if it is a special, called meeting. The secretary or clerk will have access to the minutes book, have access to the governing documents, including bylaws and policy manual, have ballots available in case of a ballot vote, and maintain the official list of members and keep minutes of what occurred at the meeting.

So, as we begin the meeting, the first thing is to read the minutes. The chair will say, “The secretary will now read the minutes.” After that, the chair will say, “Are there any corrections to the minutes?” Corrections are usually handled by unanimous consent unless a member objects. So, the chair would say, “There being no corrections, “the minutes are approved as read,” or he would say, “are approved as corrected.” A formal motion to approve the minutes is not necessary, although such a motion is not out of order.

So, when we think about the content of the minutes, basically, it is what we did; not what we said. We don’t want to write down everything that was said during the meeting. In one church, there was a person who had an expertise in shorthand, and so she did write down exactly everything that everyone said. That was too much.

So, in the content of minutes, here’s the things that should be included. The kind of meeting it was: a regular meeting, a special meeting, an adjourned meeting. The name of the assembly, the date and time. And at the end of the minutes, the time of adjournment should be recorded. The chair and secretary present, or who substituted for them, and that the previous minutes were read and approved. In the body of the minutes, a separate paragraph for each subject. The wording of each motion considered and approved, or otherwise disposed of, with the fact that the motion was debated or amended. Third, the disposition of the motion; any primary and secondary amendments. Fourth, all motions should be recorded unless withdrawn. Fifth, all notices of motions. Sixth, the substance of committee reports. And seventh, all points of order and appeals whether sustained or lost. There’s some additional rules. The name of the maker of the motion should be included, but the name of the seconder should not be included unless ordered by the assembly. If a vote is counted, the counts should be entered into the minutes.

Do not record the proceedings in assembly of the whole or quasi assembly of the whole, but just simply the fact that the assembly went into assembly of the whole. Now, assembly of the whole, we don’t use that very much. But basically, it’s as if the whole congregation made a big committee meeting, and everyone is on the committee. So, what that does is it makes for very informal discussion, and those rules about limits of debate and time limits are gone during that time. And the content of the minutes is not necessary to enter the points of debate or who said what about a motion. When a committee report is of great importance, the assembly may order it to be entered into the minutes. And then, it should be signed by the secretary and can be signed by the president or moderator. Here is our typical order of business. First, reading and approval of the minutes. Second, reports of officers, boards and standing committees. Next, reports of special committees. Oftentimes, we call those ad hoc committees. Then, special orders. Then, unfinished business and general orders. Notice that I did not say old business, we should say unfinished business. And then, finally, new business.

So, as we have motions in a meeting, here are the basic types of motions. First of all, the main motion, and that’s actually the lowest ranking motion of all. We’ll talk about that more in a minute. Then, there are some subsidiary motions. These are secondary motions used to treat or dispose of motions. Examples would include to amend or to refer to a committee. There are privileged motions. These are the highest ranking motions. They set aside the main business. Some examples would include recess, adjourn or call for orders of the day. Next, there are incidental motions. This is the second highest class. They arise out of other motions, and so some of these examples would include the method of voting, point of order, appeal, and suspend the standing rules. Then, finally, there are restorative motions. Sometimes these are called bring-back motions, because they bring business back to the assembly. Some examples would include take from the table, reconsider, rescind or amend something previously adopted.

Now, here are the basic motions that we use quite commonly in the church. So, there is the main motion, and like I said, it is the lowest ranking motion. And then, the motion to amend that main motion. And we can have a primary amendment and a secondary amendment. However, that is as far as we can go. You can’t have a third level of amendment. So, next we have the motion to commit or refer to a committee. If the churches seems undecided, if there is debate going on without a clear direction to go, then it might be wise to refer or commit that to a committee for further study. The previous question, this ends debate and calls for the vote. And then, lay on the table. Now, many times churches use that one incorrectly, and we’ll talk about that one in a minute. Here are some common mistakes. The chair has all the rights of other members, but to remain impartial, the chair usually does not vote, except to make a tie or break a tie. Or, if there’s a ballot vote, he could always vote, because then his vote would not be known. The chair is not required to vote, and in the case of a tie vote, the motion is lost, because there was not a majority.

An ex officio member of a committee has all the rights of other members including voting, unless prohibited by the bylaws. But it’s not counted in the number for a quorum. So, if you want to make your pastor, for example, ex officio member of all committees, and you don’t say anything about whether he can vote or not in your bylaws, then yes, he can vote in any of those committees. So, you want to be clear about that. The financial report. There’s really no action of acceptance by the assembly is required or even proper. The only proper time to approve a report is the annual report or the auditor’s report. And so, the response of the chair would be, “The report is referred to the Auditing Committee.” Reports of committees are not approved, they’re simply filed, unless the committee makes a recommendation. Another mistake is that standing rules can be suspended, but the bylaws can never be suspended. If you want to do something of that nature, you must go through the process to properly change the bylaw.

Next, lay on the table. It is not a motion to kill but to temporarily set aside a motion to attend to more important business. And so, the ways to actually kill a motion would be: one, postpone indefinitely, or two, simply vote against the motion. The call for the question is another one that we often do incorrectly. It is not a demand requiring immediate adherence, it requires a second and a two-thirds vote. However, it can be by unanimous consent. So, if the chair senses that the body is ready to vote. He could say, “If there is no objection, we will vote,” pauses, and then he says, “Hearing no objection, we will take the vote.” Another mistake is withdrawing a motion. We can withdraw a motion before it is restated by the chairman. But after it is restated and presented to the assembly, it belongs to the assembly, and it only can be withdrawn if no one objects. Another one is that prolonged discussion without a motion is not proper. Failure to confine the discussion to the matter at hand, the chair can rule that discussion out of order, if there is no motion on the floor. The way that we usually vote is by voice.

We say, “Aye” for yes, and “No” for no. I’ve heard many times in a church that the moderator will say, “Say aye”. And then, after that, he will say and respond, “If you vote no, then respond by like sign,” and that’s not proper. You want to say, “Aye” for yes, and “No” for no. We often use general consent or unanimous consent. We can take a rising vote if the voice vote is uncertain. We can take a rising counted vote, if that’s not uncertain. And then, finally, we could use a ballot. But ballot voting is typically not used, except when called for by the bylaws or an active assembly, and it’s typically used for elections. Motions are always stated positively: “I move to…” Never, “I move not to.” And so, we would never use the motion: I move that we not support John Smith in the coming election. Or, I move that we not build the playground. The way to deal with that would be simply to vote no. Sometimes we have a very difficult meeting. And so, if the meeting is going to be difficult, if possible, meet with the upset parties ahead of time. Try to come up with another solution, try to come up with something that all parties can agree upon, try to avoid that kind of conflict in an open meeting.

And so, many times it’s wise to try to avoid a vote. And one method to do that has been suggested by Dr. Hough for years, and that is that if you have a very contentious issue, you may want to have a church family meeting. In this family meeting, it is not a business meeting. There will be no motions and no voting. And then, we can talk about the issues and try to come up with solutions without that pressure to have a vote. Some of the guidelines include 1 Corinthians 14:40, which tells us to do everything decently, in order. Second, the one who wishes to speak should raise his hand to be recognized by the moderator. If possible, one should stand when speaking. No one will be recognized to speak a second time if someone who has not yet spoken wishes to be recognized. A person who has the floor must limit his comments to blank number of minutes, and you, the church, you can set that.

You can set it at five minutes, you can set it at 10 minutes, two minutes, whatever you want to do. And you do need to look at is there a statement in your bylaws about that? But the limit on debate can be set in your standing rules. Responses to the speaker such as amen or applause should not occur at a meeting like this. And then, the Father’s Rules of Order always prevail. And that’s God’s Word, which talks about how we should conduct ourselves. If you anticipate a difficult meeting, set the ground rules before you begin. Ask the members to address the chair, not each other. Speak for or against the motion, not the person. Do not allow personal attacks. And finally, the chair generally does not enter into debate and does not vote unless it is a ballot vote. I hope that these points have been helpful to you. And I hope that it will help you to have great meetings. There are some references. “Robert’s Rules of Order Newly Revised”, I have on my notes here 10th edition, but actually there is an 11th edition out now. There is a supplemental index for it and “Robert’s Rules of Order Newly Revised, In Brief” is a much shorter book and a much easier way to understand it. A couple of organizations that are helpful with their training, and one is the National Association of Parliamentarians, and you can find that at parliamentarians.org.

Ken Allen

Again, thank you, Lee, for that recorded presentation. We appreciate it so much, especially, I tell you, those difficult business meetings, that it’s good to have the details of how to handle those when they arise. And regretfully, they do from time to time. Any follow-up, Jim or Lee, anything that you guys would like to share or conclude, and we’ll see if any other questions come up while you guys are summarizing or again mentioning anything about Thursday.

Lee Wright

Well, I’ll just mention that Thursday, there’ll be some specific things about this time period of the coronavirus and us not being able to meet, and they’ll want to get in on that information that’s very, very important right now. I also have a short presentation on ratifying decisions that might have been made during this time as an emergency decision. So, that one’s a brief presentation. I’ve never talked about ratifying decisions, but I think it is appropriate for us to talk about this time.

Ken Allen

All right, good, and you’ve got that as a five minute presentation then, so that’s good. Anything else, Jim, before closing in?

Jim Swedenburg

We will also be dealing with some specifics about policies, talking about principles and how to write them, and trying to help you stay out of the ditches and stay in the road as struggles and fights over petty things happen so often in churches. It’s just a shame that we don’t do a better job of avoiding them, but good policies will help you with that.

Ken Allen

Yeah, I think we all need those guidelines. The markers, so to speak, that we’re to stay within. Because I’ve been in those situations where it was important to have them. And that without them, there would’ve been some confusion, or added confusion. And so, they really do help us to have kind of a clearly marked road ahead of us that we’re supposed to both take and stay on. So, thank you, guys, for presenting, and we look forward to Thursday as well. Any other word, Mike, before we have closing word of prayer?

Mike Jackson

Thank you, Ken, let me just remind everybody that’s been a part of this: just be patient with us as we seek to get those resources out to you. If you ask for hard copies, it may take a little while. We, out of an abundance of caution, are continuing to work from home. Even though we’re working in shifts, we’re not all together as far as a total office group. So, part of our group comes in the first part of the week, the others come in on Tuesday afternoon and work Wednesday, so just know that we will respond as quickly as possible and try to answer your request as succinctly as we can. Thank you, Jim and Lee, for making us aware of those resources that are available. I’m grateful that out of this office we have such resources to help and assist our churches and to help you as ministers. One of the things I’ll just say in closing: the whole idea behind having your documents is to help you to avoid possible conflict, and conflict’s the area that I get assigned. These two guys, Lee and Jim, try to help you stay out of conflict, but when you get there, I get called upon, as well as Lee at times, because Lee is a registered parliamentarian, and he’s had to go and moderate some business meetings. So, we would rather you get your documents in order, do the things that need to be done to keep one of us from having to come and join you. But whatever we can do to assist you, we wanna do that. And just, again, be patient with us, make those requests, and we’ll respond as quickly as possible. Thanks again, Jim and Lee, of a great job. Ken and Doug, thank you for your behind-the-scenes work today. And that’s all I’ve gotta say. I’m grateful to be a part of this group of guys.

Ken Allen

Would you go ahead, Mike, and close us in prayer, brother? As I opened us up, would you mind closing us, please?

Mike Jackson

I’d be glad to. Let’s pray together. Father, we pause in Your presence just to say thank You for what we’ve learned, and Father help us ever to be sharpening our skills, help us as iron sharpens iron to sharpen each other even. Father, we thank You for the wisdom and insight of our two presenters today. Would you continue to bless them as they help assist Alabama Baptist and Alabama Baptist ministers and churches to do effectively what God’s called us to do. Father, we realize that these are challenging times, we wanna continue to be faithful partners with our churches and associations, so whatever resources we have, whatever we can do, Lord, we wanna make sure that we make those available. Again, just bless the participants who have been here today. If they’ve got questions, Lord, I just pray that we’ll do our best to answer them, to supply resources. Most of all, thank you, Lord, for calling us to the work of the Kingdom. It’s in Jesus’ name we pray, amen.

And thank you, again, for being with us. We look forward to seeing you again on Thursday. God bless, and have a great day.