Jen loved being on her church board. She hadn’t expected her nomination to the board. Jen generally kept her opinions to herself whenever at church. Church was a sacred place to Jen, not like other organizations of which she had been a part. She just liked being there to worship, pray, and care for the members, while sensing the presence of her Lord. Yet once Jen joined the board, she learned more of why the current board members had sought her board participation. They, too, were generally the quiet sorts who just cared deeply for the church and the desires of their Lord. Indeed, it was through their quiet and poised spirits that they discerned the Lord’s will.
Governance
Governance is important to a church. See how often, or how continuously, the scriptures address governance, in the Old Testament over Israel and in the New Testament over the church. To govern doesn’t mean to preach and teach. It also doesn’t mean to manage or administer. To govern means to guide the affairs of the church, not to carry them out but to oversee them, setting their course or direction for all to follow. Governance decides the big issues. In a church, those big issues would certainly include whether to start a church, if so what membership or directorship form it should take, whether it should associate with a denomination, and where it should locate its ministry including whether to lease, purchase, or build a facility. Governance would also include whom to hire as pastor and what form the church’s budget should take, based on the pastor’s recommendation. Governance might also include whether to plant another church, open a satellite campus, and fund and send missionaries. It might also include whether someday to close the church. The big stuff.
Boards
Churches govern through an elected board. As the prior chapter briefly references, under state nonprofit corporation laws the church’s incorporator selects the initial board, as the incorporator’s last act. The board then governs the church. The first act of governance is for the board to adopt bylaws. The bylaws will state the qualifications of board members, their terms, and their manner of election. In a membership corporation, the church’s members, also defined in the bylaws, elect the board. In a directorship corporation, the board elects directors, meaning that directors elect directors. State nonprofit corporation acts tend to call board members directors or sometimes trustees because directors govern in trust for the corporate purpose. Churches may call their directors anything they wish consistent with the tradition of which they are a part, such as elders, deacons, or council members. Elders is a common designation, with deacons serving subordinate practical roles such as preparing and serving communion or seating members at worship services. Choose the nomenclature you wish. But in the eyes of the law and public, your church’s governing board members are still directors. See the example bylaws in the appendix at the back of this guide.
Number
The bylaws that the first board of directors adopts state the number of directors. Typically, the bylaws provide for a range such as a board of from seven to eleven directors or a board of from five to nine directors. A range gives the board some leeway to add more directors as the church grows or during an intensive period of church activity such as a building campaign. Directors may also resign, or the board may find few strong candidates in an election cycle, giving the board some leeway to have fewer directors for a time. More directors on your board generally means more experience, wisdom, and insight but less consensus. Large boards may also be harder to convene for meetings and harder to manage through efficient meetings. Choose directors wisely, and choose the number of directors wisely. Your board can always change the bylaws later to adjust the number of directors.
Character
The character of your church’s governing board members is indeed important. As the scriptures emphasize, board members of a church must have good reputations both inside and outside the church. They should generally be long-time followers of Christ who know the scriptures, not recent converts. They should consistently control their emotions and be naturally gentle and even-keeled, not quarrelsome and hot-headed. They should be proving their governance skill by leading their own family well. Their children, for instance, should be obedient. The scriptures ask how they can lead a church if not their own family. They should above all have a strong commitment to the discerning guidance and sound direction of the church.
Leadership
Governance can differ somewhat from leadership, especially in a church. Your church may have a bold preacher who has a clear vision to lead the church spiritually and pastorally. Your board may not happen to have any directors with formal spiritual education or pastoral training, and may thus defer to the pastor in spiritual and pastoral leadership. But the board would still govern the whole church, including ensuring that the pastor’s spiritual leadership and pastoral ministry was sound. And on matters of facilities, finances, security, and other church operations, the board would generally defer less or perhaps not at all to the pastor’s leadership. Governance can respect a pastor’s executive role, especially in sacred matters. But the board’s governance role makes the directors ultimately responsible for everything going on in the church.
Selection
The bylaws that the board adopts should provide for an orderly manner of nominating and electing directors to govern the church. See the example bylaws in the appendix at the back of this guide. Annual elections are typical. But directors often serve staggered, multi-year terms so that the board maintains continuity of directors from year to year. Nine directors serving three-year terms, with three directors elected every year, makes a sensible arrangement. Nominations typically come from the board in the case of a directorship corporation and from the membership in the case of a membership corporation. A nominating committee of the board may solicit and make nominations, and qualify nominees. A governance committee of the board may draft these bylaw terms, recommend them to the board, and recommend amendments as the church’s governance needs change.
Accountability
Directors are accountable to the church on the board of which they serve. Election ensures that the director recognizes accountability to the board or membership that elects the director. Reelection is another accountability measure. A director who serves poorly won’t have the support to retain the seat. The bylaws can also limit directors to a single term, two terms, or some other number of terms, to ensure appropriate board turnover. The bylaws may also provide for removing a director for excessive absences or other causes, providing another form of accountability. Directors also typically have statutory duties of loyalty, good faith, and fair dealing. A church may hold a director responsible for harm caused in breaching those duties, such as by self-dealing out of a conflict of interest. Select directors whose character ensures fit governance, but also hold directors accountable to their duties.
Policies
Developing and adopting policies can be a good way for boards to govern. Boards should not interfere with the pastor’s efforts to carry out the church’s overall mission, as the board determines it. Board policies are a good way to provide sufficiently specific guidance and accountability, while leaving the mission’s implementation to the pastor, staff, deacons, and volunteers. The board may adopt policies on everything from conducting fundraising, maintaining security, and managing finances to the conduct of Sunday School and other teaching ministries, care ministries, outreach ministries, foreign missionaries, and so on. See the dozens of policies offered and explained in the book Church Policies & Procedures: Common-Sense Guides for Administering Churches in a Complex World. A board policy enables the church’s pastor or other staff leader to share board directives with the staff and volunteers, ensuring structure, guidance, and consistency in the church’s ministries.
Implementation
As just mentioned, boards do not implement policies. Boards govern rather than manage and administer. Churches of appreciable size typically have administrative staff members. A church may have a receptionist, bookkeeper, facilities maintenance and repair person, director of children’s ministries, outreach director, and so on for each function, ministry, or office of the church. Those staff members may be full time or part time. Volunteers may also assist staff members in the conduct of ministries and operation of the church. The senior pastor or an operations director may lead the staff and volunteers in carrying out their ministries, with the board’s policies as guides. Thus, the board governs, the pastor or operations director leads, and the staff and volunteers serve. Keeping roles and relationships clear can maintain order in the church’s ministries.
Reporting
A well-governed church provides for some form of reporting to the board of directors. In a church of appreciable size, ministry directors may report monthly to the senior pastor or operations director, who then reports to the board. The reports may be at meetings or in writing, or both. In this way, the governing board can review church operations to ensure that its policies govern ministries in the orderly, secure, efficient, and reputable manner that the board requires. The senior pastor or operations director or both may attend board meetings to share their reports, recommend matters to the board, answer board questions, and stay abreast of board deliberations and decisions to communicate to the staff and volunteers. Regular communications between governance, leadership, and staff are helpful and at times critical to the orderly, safe, secure, and reputable operation of a church’s ministries.
Officers
Your state’s nonprofit corporations act will likely require that your church corporation have a president, secretary, and treasurer as corporate officers. The act will state their duties and authority, which the church’s adopted bylaws may repeat and further detail. Your church may also have a vice-president to stand in for the president in the president’s absence and with such other duties as the bylaws provide. Typically, a church board elects officers from among its director members. Thus, the board chair is often also the corporate president, while the board secretary taking meeting minutes is also the corporate secretary certifying board resolutions to officials who require them, and the board treasurer making financial reports to the board is also the corporate treasurer signing checks. A large church with substantial corporate activities might have corporate officers who are not board directors and are instead paid executive employees but whom the board nonetheless elects.
Reflection
Do you have a group of wise members capable of governing your church? What does your church call its board members? What nominating process does your church follow for board members? What process for election of board members? How large is your church board? How long do board members serve? Are these provisions appropriate, or do they need a bylaw amendment? Does your board have a good relationship with the senior pastor? Does your board regularly adopt and revise policies guiding the church? Does your church distribute the policies to staff members and volunteers as fair guides? How does your church’s pastor report to the board? How do ministry leaders report to the pastor or operations director?
Key Points
A church depends on sound governance for orderly operations.
An elected church board governs the church in its overall operation.
Church boards may have few or many members, depending on needs.
Board members should be reputable, peaceable, faithful, and sound.
The board governs, while a senior pastor or operations director leads.
A nominating committee helps the church nominate board members.
Board members are accountable to the church, by law and election.
Board policies can help guide operations without interfering.
Church staff members and volunteers implement board policies.
Staff members report to the pastor who reports to the board.
Churches must have a corporate president, secretary, and treasurer.