Risk Assessment Checklist
Local churches (as well as classes, regional synods, and other agencies, assemblies, institutions, and similar bodies) in the Reformed Church in America are strongly encouraged to form a corporation through which to conduct their activities. Conducting activities through a corporation that is properly organized, validly existing, and governed by a thoughtfully written set of bylaws may provide a number of benefits, including:
- Insulating church members and leaders from liability for the obligations of the church.
- Establishing with greater clarity and certainty the church's ability and authority to enter into contracts and other agreements, establish accounts, own real and personal property, and take similar actions in the name of the church.
- Providing for perpetual duration, which is particularly helpful when it comes to property ownership and carrying on programs and other activities of the church.
- Facilitating the process of establishing and maintaining the church's tax-exempt status.
- Facilitating fundraising by making it easier to demonstrate that contributions are deductible.
- Making it easier to obtain special treatment such as reduced postage rates or property tax exemptions. To promote these goals consider the following:
- Is your church properly incorporated? Is the corporation active and in good standing?
- Does your church have bylaws? Are they current (i.e., do they accurately reflect how the church is organized and operates)?
- Are all required periodic filings current (e.g., annual corporate reports)?
- Are your church and its various committees maintaining appropriate records of their meetings and any actions taken (e.g., minutes or similar summaries)? Are such records stored in a secure location?
- Are older minutes of your consistory being sent to the RCA's archives for safekeeping?
In many states and provinces you may be able to determine whether a church is properly incorporated and in good standing through databases on government websites. Many states and provinces allow users to search through corporation records online. Others provide contact information for written inquiries.
The following are online governmental resources that may assist you:
Canada (Note: In Canada, corporation records are not publicly accessible online)
If it appears that your church is not active and in good standing, work with your attorney to remedy the situation. Typically, to reactivate a corporation or ensure its good standing, forms must be filed and/or fees must be paid. If your church is not properly incorporated, work with your attorney to incorporate. Additional materials regarding the contents of a certificate of incorporation (some jurisdictions call them "articles of incorporation" or a "charter")--particularly how to make them consistent with the polity of the RCA and with certain provisions of the RCA's Book of Church Order--can be obtained from your classis stated clerk (who can download them from the stated clerk section of the RCA website) or the RCA's general counsel, Paul Karssen, at (888) 722-4958 or firstname.lastname@example.org. In any event you must make sure that the certificate of incorporation is consistent with the RCA's Book of Church Order and includes the provisions of Formulary 15 of the BCO.
For a sample certificate of incorporation, see "Incorporation of Local Churches" from the RCA's Book of Church Order. Please note that this document is provided for informational purposes only, and should not be used, in part or in whole, without first consulting with an attorney.
The online governmental resources listed above may also be useful when attempting to determine whether periodic filings are current.
The bylaws of a church are very important because they typically specify how the church will operate. Some churches choose to have very short, simple bylaws so that the church can operate with considerable flexibility. Other churches prefer detailed and therefore lengthy bylaws in order to avoid, whenever possible, potential disputes about how particular matters should be handled. Typically bylaws cover such topics as:
- When and where meetings are held and how they may be conducted (e.g., quorums, maintenance of minutes, meetings by electronic communications, etc.)
- Memberships and leadership criteria (officers, committees, etc.)
- Fiscal year
- Who may sign contracts for the church, and what type of approvals must be obtained before they may be signed
- Indemnification of officers and consistory members
When preparing bylaws, the best approach is for the consistory and its counsel to discuss how the church operates (or will operate), and then draft bylaws accordingly. Because each church is unique and applicable laws vary among jurisdictions, it's inappropriate to provide a "one size fits all" or "fill in the blank" form. Nevertheless, for a template to facilitate such a discussion, see the Bylaws Template.
For information regarding storage of minutes and other vital records, contact the RCA's archivist, Russell Gasero, at (732) 246-1779 or email@example.com. For more information about the RCA Archives and access to information about congregational records retention, visit the Consistory Record Retention page in the Archives section of the website, www.rca.org/archives.
Several other denominations have resources on their websites regarding congregational records retention. One example is the "Records Management for Congregations" page on the Evangelical Lutheran Church in America's website, www.elca.org/records.
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