Election and Composition of the Governing Board for Bylaws
The governing board is the fiduciary agent for the congregation, operating as a single unit in service of the congregation's mission. It may have a different name (e.g. board of directors, board of trustees, board of governors, steering committee, parish committee, etc.) but the basic role of guardians of the congregation as an institution is the same.
How do you want your board to operate? There are at least 6 styles of governing boards that will impact your governing documents.
Election of the Board
Members of the governing board are usually elected by the congregation at its annual meeting. Most congregations also elect a nominating committee that offers a slate of vetted and trained candidates for the governing board and any other committees of the congregation.
Composition of the Board
Most boards have both officers and trustees (the latter are also called members-at-large or directors). Some congregations elect their officers directly, and others allow the board to select its own officers. Most states require that the bylaws specify the exact number of trustees, although some states allow for a number within a stated range (e.g. "no fewer than" or "no more than").
Board members should be trusted, trained and proven leaders. They should also able to work as a team in service to the congregation's mission and vision.
In deciding on the number of trustees, bear in mind your method of election of officers and the various tasks and duties you wish to have the trustees perform. Boards with more than seven members tend to lose agility and focus.
Most state laws require that bylaws designate specific officers (Usually President/Moderator, Secretary and Treasurer), which would be the minimum number on your governing board.
Being a trustee is an excellent preparation before becoming an officer. Also, having a few more points of view, especially from the growing edges of your congregation's population (younger folks, people from historically marginalized communities) will help your board make better decisions.
If a congregation has a minister, the minister is usually an ex officio member (a member by virtue of holding another office). Whether ex officio members can vote should be stated in the bylaws.
Small congregations sometimes choose to have a treasurer or other financial person who is not term limited. This position may also be an ex officio member of the board.
Some congregations dedicated to multigenerational ministry may want to include a youth on the board. Or they may want to back up their commitment to multicultural ministry by including people of color or gender non-conforming folx. When a congregational board institutionalizes a designated position on the board, they need to make sure that the rest of the organizational system doesn't further marginalize those from historically marginalized communities. Because best practices are emerging, addressing this in board policy rather than in the bylaws enables flexibility.
Term Length and Term Limits
The congregation should also carefully consider whether the directors' terms should be staggered or all members be replaced at the same time. Staggered terms allow for a degree of continuity that might be lost if the entire board turned over at the same time.
Another question is how long the terms of office will be. Some congregations have found that short terms are easier to fill. Other congregations find that longer terms allow a leader first to grow into a position, next to provide effective leadership, and then to serve as a mentor in the leadership development of others. Shorter terms that may be renewed can also ensure openness and continuity. Making term limits too burdensome can lead to leadership stagnation.
Any limitations on the number of consecutive terms a director may serve should be spelled out in the bylaws, either as a separate section or as part of the section on the composition of the board.
From time to time, vacancies occur in the governing body. Having a specified mechanism for replacing such members is advisable.
Removal of Board Members or Officers
Occasionally board members are unable or unwilling to fulfill their duties, and sometimes they are not able to, or do not choose to, resign their position on the governing body. In these cases, it is important that there be procedures for removing board members.
Basic Board Responsibilities
Some responsibilities are held in common by all officers and directors, and some duties are specific to a particular office. The bylaws should include general responsibilities, with specific responsibilities stipulated in board policy.
- Meeting attendance
- Chairs the governing board
- Presides at congregational meetings
- Representative of the congregation on appropriate occasions
- Votes only in the case of a tie
- Authority to sign on behalf of the congregation any deeds, mortgages, bonds, contracts or other legal instruments per board policy
Vice President Responsibilities
- Fulfills the duties of President in absence of or at the request of the President.
- Fulfills other functions as assigned by the governing board via policy
- Keeps minutes of meetings of the church membership and governing board
- Keeps the official record of church membership
- Keeps all policies and other non-financial records that pertain to the business of the congregation
- Fulfills other functions as assigned by the governing board via policy
- Receives and safely keeps all money and other property of the church entrusted to their care
- Keeps a complete account of the finances of the congregation in records belonging to the congregation
- Presents a current statement at each regular meeting of the governing board and of the congregation
- Ensures that all federal, state or local returns, reports or other items required by law are properly prepared and filed with the appropriate authorities in a timely manner
- The Board, subject to the prime authority of the congregation, is the principal policy forming and administrative body of the church. The Board has full authority and responsibility, except as limited by these bylaws, to act on the business and programs of the church.
The Board of Trustees--the fiduciary agents of the congregation--shall be composed of the four (4) officers (President, Vice-President, Secretary and Treasurer) and three (3) trustees. Only a voting member who has (membership length and other qualifications) may serve as a Trustee. Trustees shall be elected to serve for up to (number and length) terms. Terms of office shall align with the fiscal year and be staggered per board policy.
Any vacancy occurring in the Board of Trustees shall be filled by a majority vote of the board after consultation with the Nominating Committee. Any trustee elected to fill a vacancy shall be elected to serve until the next occurring Annual Meeting, at which time any such position(s) shall be filled by vote of the Congregation.
Failure of an Officer or Trustee to attend three (3) consecutive regular Board meetings or four (4) of any six (6) consecutive regular Board meetings shall be an automatic resignation from the Board without further action or notice. Board members may be removed by two-thirds (2/3) vote of the governing board for breach of trust, failure to fulfill assigned duties or gross misconduct.
Officers and the Minister will comprise the Executive Committee with duties outlined in board policy. Each Officer shall have the following individual responsibilities:
- The President shall be the presiding officer of the Church and Board of Trustees, shall coordinate the administrative functions of the Church and shall represent the Church on all appropriate occasions.
- The Vice President shall act in the absence of or at the request of the President, at which time she/he shall have all powers and functions applicable to the President. In addition, the Vice President shall perform such functions and duties as may be specified by board policy.
- The Secretary shall have general charge of and responsibility for all non-financial records of the Church and shall keep accurate minutes of all meetings of the Congregation, Board, and the Executive Committee. The Secretary shall maintain records of membership in the Church and the voting eligibility of the members. The Secretary shall keep the Congregation informed of the actions of the Board and Executive Committee per board policy.
- The Treasurer shall receive and disburse moneys and securities entrusted to the Church, shall keep a complete and accurate account of the finances of the Church, render written financial reports, and prepare an annual statement at the close of each fiscal year. The Treasurer is an ex officio member of the Board of Trustees.
- The Board shall be the head administrative body of the Church and, on behalf of the Congregation, shall be vested with the care and administration of the real and personal property of the Church, and shall conduct its business affairs. It shall keep the Congregation informed of its actions.
Board members are elected at the annual business meeting of the membership by a simple majority. The board shall elect its own officers per board policy. The minister and the immediate past president of the board serve as ex-officio, non-voting members. To serve on the board, a person must be a voting member of the church. The (#) year terms shall be staggered, with half of the Board positions being up for election each year. No member may serve more than (2) consecutive terms without being off the board for at least (#) year(s).
In the event of the death or withdrawal or removal of an officer or trustee, the governing board shall have the power to appoint a replacement until the next annual meeting.
Failure of an Officer or Trustee to attend three (3) consecutive regular Board meetings or four (4) of any six (6) consecutive regular Board meetings shall be an automatic resignation from the Board without further action or notice. Removal for cause of an Officer or Trustee shall be by majority vote of the Voting Members present.
The Officers shall perform the duties normally associated with their respective offices. In addition and not in limitation, the Officers shall have the duties defined herein and in board policy.
- President: presides at meetings of the church membership and Board. By virtue of the office, is a member of all board committees. Votes at Board and Congregational meetings only in the case of a tie.
- Vice President: Presides at meetings of the church membership and Board in the absence of the President; coordinates the working committees designated by the Board; serves as parliamentarian; and performs such other functions as assigned by board policy.
- Secretary: Keeps minutes of meetings of the church membership and Church Board; keeps the official record of church membership; in conjunction with the treasurer prepares a list of voting members thirty (30) days prior to any business meeting of the membership; keeps all papers, correspondence, documents, and written instruments belonging to the church or that pertain to the business of the church; and performs such other functions as assigned by board policy.
- Treasurer: has custody of all money belonging to the church; keeps careful and accurate records of income, receipts, and expenditures of the church; approves the bills and charges that are in the approved budget or are approved by the Board; reports to the Board at its monthly meetings and to the membership at the annual business meeting; and performs such other functions as assigned by board policy.