A. Model Articles of Incorporation for Churches in the United States
ARTICLES OF INCORPORATION
The undersigned, desiring to become incorporated, adopt the following Articles of Incorporation:
ARTICLE I
NAME OF CORPORATION
The name of this corporation (church) is
_______________________________ _______________________________
______________________________________.
ARTICLE II
LOCATION
The location of the church shall be in the City of __________, County of __________, State of __________. The street address and mailing address of the registered office of the church shall be _________________________, __________________________ _____. The name of the resident agent at the registered office is _______________________.
ARTICLE III
FUNDAMENTAL PRINCIPLES
This church is a member church of the Christian Reformed Church in North America and recognizes the following as the fundamental principles of doctrine and government: (a) the Bible as the inspired and infallible Word of God and the only rule for faith and life and (b) the formulas of unity of the Christian Reformed Church in North America, namely: The Belgic Confession, The Heidelberg Catechism, and the Canons of Dort, and any amendments or additions as the Synod of the Christian Reformed Church in North America (“synod”) may adopt.
ARTICLE IV
PURPOSES
This church is a nonprofit, ecclesiastical corporation organized
and operated exclusively for religious purposes within the
meaning of Section 501(c)(3) of the United States Internal
Revenue Code of 1986, as amended (or the corresponding provision
of any future United States Internal Revenue Law) (the
“Code”).
The church shall not carry on any other activities not permitted
to be carried on (a) by a corporation exempt from federal income
tax under Section 501(c)(3) of the Code or (b) by a corporation,
contributions to which are deductible under Section 170(c)(2) of
the Code. This church has not been formed for pecuniary profit or
gain. No part of the assets, income, or profit of the church
shall inure to the benefit of its members, council members, or
officers. However, the church shall be authorized to pay
reasonable compensation for services rendered and to make
payments and distributions in furtherance of the purposes set
forth in this Article IV.
No substantial part of the activities of this church shall be the
carrying on of propaganda or otherwise attempting to influence
legislation. This church shall not participate in or intervene in
(including the publishing or distribution of statements) any
political campaign on behalf of any candidate for public
office.
ARTICLE V
CHURCH GOVERNANCE
The ecclesiastical government of the church shall be conducted in
accordance with the Church Order of the Christian Reformed Church
in North America as Synod shall adopt or revise (the “Church
Order”).
The council of this church, as defined under the Church Order,
shall constitute the Board of Trustees and shall have all powers
over the temporalities of this church as the Church Order and
relevant state law may prescribe.
Any persons elected to the office of elder or deacon according to
the Church Order and the pastor(s), if there be one or more, must
be members of the church. The corporate functions related to an
office shall cease on the vacating of the office, but a vacancy
in the office of the pastor(s) shall in no way affect the church
or the Board of Trustees.
ARTICLE VI
PROPERTY
A. Manner in Which Held
Except as expressly provided under this Article VI, all real and
personal property shall be held exclusively in furtherance of the
purposes of this church as a member church of the Christian
Reformed Church in North America and in furtherance of the
principles of doctrine and ecclesiastical government outlined
under Articles III and V of these Articles of Incorporation and
interpreted by the Classis of which the church is a member (the
“Classis”), subject to review on appeal by synod, consistent with
the Church Order.
B. In the Event of Dissolution
In the event of the disbanding of this church and the dissolution
of this corporation, the church’s remaining assets, if any, after
the payment of its debts and expenses, shall be conveyed as the
Board of Trustees may propose and as the affirmative vote of a
majority of the members shall determine, subject to each of the
following:
1. The Classis must approve the disbanding of this church and the
dissolution of this corporation;
2. The Board of Trustees shall receive the advice of the Classis
in formulating its proposal for property distribution;
3. The vote of the members shall be in accordance with the
provisions of paragraph B of Article VII of these Articles of
Incorporation; and
4. All remaining assets must be distributed only to one or more
organizations which qualify as exempt organizations under Section
501(c)(3) of the Code.
C. In the Event of Consensual Division
In the event that a majority of the members of this church
consensually agree to divide this church, with the consent of the
Classis, into two (2) or more member churches of the Christian
Reformed Church in North America, all real and personal property
of this corporation shall be distributed as a majority vote of
the members determines in accordance with the provisions of
paragraph B of Article VII of these Articles of
Incorporation.
D. In the Event of Irreconcilable Division
In the event that the Classis (or synod on appeal) determines
that an irreconcilable division (schism) has occurred within this
church, the confessing members of this church who, according to
the exclusive determination of the classis (or synod on appeal),
remain true to the purposes of this church as a member church of
the Christian Reformed Church in North America and the principles
of doctrine and ecclesiastical government outlined under Articles
III and V of these Articles of Incorporation shall be the lawful
congregation of this church and shall have the exclusive right to
hold and enjoy the real and personal property of this church.
Nothing in this Article VI shall prevent the classis (or synod on
appeal) from determining, in keeping with the scriptural
injunction of 1 Corinthians 6, that more than one group of
confessing members of this church are each a lawful congregation
and dividing the real and personal property between the groups of
members as classis (or synod on appeal) may determine. Classis
(or Synod on appeal) also shall have the exclusive discretion to
determine the circumstances which may warrant the division of the
real and personal property between a group or groups of former
members who choose not to remain in ecclesiastical fellowship
with the Christian Reformed Church in North America.
ARTICLE VII
MEMBERSHIP VOTING REQUIREMENTS FOR CERTAIN ACTIONS
A. Except as provided under paragraphs B through D of this
Article VII of these Articles of Incorporation, the Board of
Trustees shall have the authority to bargain, sell, convey,
mortgage, lease, or release any real estate belonging to the
church; to erect and repair church buildings, parsonages,
schoolhouses and other buildings for the direct and legitimate
use of the church; and to fix the salary of anyone in its
employment.
B. No purchase, sale or conveyance, mortgage, lease, or fixing of
salaries shall occur under paragraph A of this Article VII of
these Articles of Incorporation unless the affirmative vote of a
majority of the members of the church shall be first obtained at
a meeting of the members present and entitled to vote. This
meeting shall be specially called for that purpose by notice
given for two successive Sundays at the usual place of
meeting.
C. In the event of schism, the provisions of Article VI, D shall
control the disposition of any real or personal property, and
this Article VII shall not be effective.
D. No sale, mortgage, or conveyance shall be made of any gift,
grant, donation, conveyance, or bequest, which would be
inconsistent with the express terms or plain intent of the grant,
donation, gift, conveyance, or bequest.
ARTICLE VIII
AMENDMENTS
The Board of Trustees may at any time, by the affirmative vote of
two thirds of the Trustees, adopt amendments to these Articles of
Incorporation. Notwithstanding the preceding provision, the Board
of Trustees shall not adopt any amendments to these Articles of
Incorporation which are inconsistent with the provisions of
Articles III through VIII unless approved by the Classis (or
Synod on appeal).
Before any such amendment shall become effective, the Trustees
shall obtain an affirmative vote of at least two thirds of the
members of the church who are present and entitled to vote at a
meeting specially called for that purpose, of which notice has
first been given as provided for under paragraph B of Article VII
of these Articles of Incorporation.
ARTICLE IX
LIMITED LIABILITY
The liability of a volunteer Trustee of the church shall be limited, eliminated, or assumed to the extent as is authorized under the relevant laws of the state in which this church is formed, except to the extent such limitation, elimination, or assumption of liability is inconsistent with the status of the church as an organization described in Section 501(c)(3) of the Code or results in the imposition of tax under Section 4958 of the Code. No amendment or repeal of this Article shall apply to or have any effect on the liability or alleged liability of any member of the Board of Trustees or officer of this church for or with respect to any acts or omissions of such trustee occurring prior to the effective date of any such amendment or repeal.
ARTICLE X
TERM
The term of this corporation is perpetual.
In witness of which, we are signing for the purpose of giving
legal effect to these Articles of Incorporation:
________________________________________________
[Signature requirements will vary from state to state]
(Acts of Synod 2009, p. 596)
Note 1: The above Articles of Incorporation can be
obtained from the CRC website — www.crcna.org and search
“Articles of Incorporation.”
Note 2: A form of the above Articles of Incorporation
modified for Michigan corporations is available from the office
of the executive director or online at www.crcna.org.
B. Model Articles of Incorporation for Churches in Canada
1. Corporate Name
* Christian Reformed Church
________________________________________________________
2. The province or territory in Canada where the registered office is situated
________________________________________________________
3. Minimum and maximum number of directors (for a
fixed number, indicate the same number in both
boxes)
minimum ________ maximum _________
4. Statement of the purpose of the
corporation
The purpose of the corporation is to advance and teach the
religious tenets, doctrines, observances, and culture associated
with the Christian faith within the denomination of the Christian
Reformed Church in North America.
5. Restrictions on the activities the corporation may
carry on, if any
a) The corporation shall carry on operations without pecuniary
gain to its members, and any pro ts or other accretions to the
corporation will be used in promoting its objects.
b) The corporation shall be subject to the Charities Accounting
Act.
6. The classes, or regional or other groups, of members
that the corporation is authorized to establish
The corporation is authorized to establish one class of members.
Each member shall be entitled to receive notice of, attend, and
vote at all meetings of the members of the corporation.
7. Statement regarding the distribution of property
remaining on liquidation
Any property remaining upon liquidation, dissolution, or winding
up, after payments of its liabilities, shall be distributed in
the following manner:
to the classis of the Christian Reformed Church in North America
to which the corporation belonged, provided that it is a
qualified donee within the meaning of s.248(1) of the Income
Tax Act; or failing that,
to another Christian Reformed Church located in the geographical
vicinity of the corporation, provided that it is a qualified
donee within the meaning of s.248(1) of the Income Tax
Act; or failing that,
to the Christian Reformed Church in North America Canada
Corporation, provided that it is a qualified donee within the
meaning of s.248(1) of the Income Tax Act in Canada; or
failing that,
to one or more qualified donees within the meaning of s.248(1) of
the Income Tax Act in Canada that have similar or cognate
purposes to the one herein.
8. Additional provisions, if any
a. The directors shall serve as such without remuneration, and no
director shall directly or indirectly receive any pro t from
their positions as such, provided that directors may be paid
reasonable expenses incurred by them in the performance of their
duties.
b. The borrowing power of the corporation pursuant to any by-law
passed and confirmed in accordance with the Canada Not for
Profit Corporations Act shall be limited to borrowing money
for current operating expenses, provided that the borrowing power
of the corporation shall not be so limited if it borrows on the
security of real or personal property.
c. If it is made to appear to the satisfaction of the minister,
upon report of the Public Guardian and Trustee, that the
corporation has failed to comply with any of the provisions of
the Charities Accounting Act, the minister may authorize
an inquiry for the purpose of determining whether or not there is
sufficient cause for the Lieutenant Governor to make an order
under the Canada Not for Profit Corporations Act to
cancel the letters patent of the corporation and declare them to
be dissolved.
d. To invest the funds of the corporation pursuant to the
Trustee Act.
e. For the above objects, and as incidental and ancillary
thereto, to exercise any of the powers as prescribed by the
Canada Not for Profit Corporations Act, or by any other
statutes or laws from time to time applicable, except where such
power is limited by those letters patent or the statute or common
law relating to charities.
f. The directors may appoint one or more directors, who shall
hold office for a term expiring not later than the close of the
next annual general meeting of members, but the total number of
directors so appointed may not exceed one-third of the number of
directors elected at the previous annual general meeting of
members.
9. Declaration
I hereby certify that I am an incorporator of the Corporation
Print Names
________________________
________________________
________________________
________________________
Signatures
________________________
________________________
________________________
________________________
Note: Churches should seek legal advice prior to adopting these Articles of Incorporation, especially as it relates to the incorporating legislation. These documents are prepared for information purposes only and use the Canada Not-For-Profit Corporations Act (CNCA) as the template so that they are available to all Canadian Christian Reformed Churches. They should be modified where necessary to conform to the laws of the province of the CR church using them as these are made for an Ontario CR church. There are many factors that may go into deciding which incorporating jurisdiction a CR church should select, and all relevant factors should be considered. Nevertheless, Ontario CR churches may choose to avoid the CNCA as it does not contemplate the existence of ex-officio directors (as the new Ontario legislation does) that are found in the model by-laws. Also, the exemption for religious corporations from the new expanded member remedies available under the CNCA has qualifications that do not exist under the similar Ontario legislation, leading some to regard Ontario as a safer harbour for some religious corporations.
(Acts of Synod 2012, p. 730)
Note: The above Articles of Incorporation can be obtained from the CRC website — www.crcna.org and search “Articles of Incorporation.”
C. Operating Bylaw re Property for Churches in Canada
a. The corporation shall hold all real and personal property
exclusively upon the trusts described in the Objects and in
furtherance of the Fundamental Principles of the Church Doctrine
and Government of the corporation as outlined in the (Letters
Patent or Articles of Incorporation) of this church and as
interpreted by the classis of which this church is a member (the
“classis”), subject to review on appeal by the synod of the
Christian Reformed Church in North America.
b. In the event of the disbanding of this church, with the
approval of classis, and dissolution of this corporation, its
remaining assets, if any, after the payment of its debts and
expenses, shall be distributed to, and only to, one or more
charities in Canada that are registered with Revenue, Taxation
Canada for the purposes of the Income Tax Act of Canada and have
objects similar to this corporation, in the manner proposed by
the council, upon consultation with classis—and approved by the
affirmative vote of a majority of the members of the church.
c. In the event of consensual division of this church by vote of
its members and with the consent of the classis into two or more
Christian Reformed churches, all real and personal property of
this corporation shall be distributed between the two or more
Christian Reformed churches as agreed to by the members, subject
to the review of said distribution by classis (or synod on
appeal).
d. In the event that the classis (or synod on appeal) determines
that an irreconcilable division (schism) has occurred within this
church, the confessing members of this church who, according to
the exclusive determination of classis (or synod on appeal),
remain true to the Objects, the principles of doctrine and
ecclesiastical government, as set out in the (Letters Patent or
Articles of Incorporation), shall be the lawful congregation of
this church and shall constitute the sole membership of this
corporation which shall have the exclusive right to hold and
continue to hold and enjoy the real and personal property of this
church. Nothing in this Article ____, however, shall prevent the
classis (or synod on appeal) from determining, in keeping with
the scriptural injunction of I Corinthians 6, that more than one
group of confessing members of this church are each a lawful
congregation and from dividing the real and personal property
among this church and such other lawful congregation(s) having
the same or similar objects and arising from this church in such
proportion as classis (or synod on appeal) may determine.
(Acts of Synod 1997, p. 620)
D. Model General Operating Bylaw Number 1 for Churches in Canada
A model bylaw for churches in Canada has been prepared and approved by synod. A copy may be obtained from the office of the executive director or from the CRC website — www.crcna.org and search “Bylaw Canada.”