Memorial 700

LOCAL CHURCH INCORPORATION: Revision

Whereas, Denominational structure heretofore has required each district to become incorporated and act as the legal focal point for all local churches under its umbrella;

Whereas, This structure has worked well in the past because it freed local churches from corporate concerns;

Whereas, Today lawsuits against churches are becoming an all too common reality;

Whereas, When an unincorporated local church is sued, the lawsuit may include local church officers;

Whereas, Incorporation of a local church helps to protect its officers from this potential liability;

Whereas, A good steward acts prudently to protect the assets entrusted into his or her care; and

Whereas, Corporate counsel has advised that a shift in thinking has occurred that makes it prudent to strengthen the language of The Discipline section on local church incorporation;

Resolved, That Discipline 4000-4010 be revised as follows to strengthen The Discipline section on local church incorporation:

A. Authorization

4000. A local church within an established district may be incorporated (c.f. 655:14) when so authorized by the district board of administration (1233:32), and when in the opinion of the district board of administration it is deemed necessary for the issuing of bonds, the securing of commercial loans or some other special reasons. The Wesleyan Church shall provide local churches with access to information to assist in the incorporation process. Each incorporated local church shall be responsible to ensure that it complies with all state reporting and filing requirements to remain in good standing. The incorporation of a local church within a developing district or provisional district may be authorized when deemed necessary by the Executive Director of Church Multiplication and Discipleship.

4005. The articles of incorporation and bylaws for the incorporation of a local church along with the bylaws shall be according to the standard provision of 4010, any other pertinent requirements of The Discipline, and the requirements of local laws as advised by competent legal authority, and shall be approved in writing by the authorizing district board of administration or official (4000).

B. Standard Provisions

4010. The standard provisions for the incorporation of a local Wesleyan church are as follows, provided that whenever such standard provisions shall conflict with the local laws under which the incorporation is effected, such provisions shall be deemed to be modified to the extent necessary to conform with such local laws (4510).

(1) The name of the corporation shall be: "_____________(name or place) Wesleyan Church, Inc."

(2) The primary purposes for which the corporation is formed shall be religious, benevolent, charitable and educational in keeping with the purposes of The Wesleyan Church as set forth in its DisciplineThe corporation is organized exclusively for charitable, religious, and/or educational purposes within the meaning of IRC section 501(c) (3), including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code and in keeping with the purposes of The Wesleyan Church as set forth in its Discipline (c.f. 100–105; 200; 2200; 2300 2105; 2259; 2306; 2339) and shall not be for the pecuniary gain or profit to the members thereof, and especially, to purchase, hold in trust for the benefit and use of the members and ministers of The Wesleyan Church, manage, encumber, sell, transfer or otherwise dispose of property, real, personal or mixed, as may be necessary or convenient for the purposes of the corporation; to acquire or erect and maintain buildings for the worship of God, the use and occupancy of its ministers, Christian education, and other purposes in keeping with the doctrines and principles of The Wesleyan Church; to receive, manage and hold in trust for members and ministers of The Wesleyan Church, any and all donations, bequests and devises of any kind or character that may be given, bequeathed or conveyed to the local church or to the trustees of the local church as such, and to administer the same and income therefrom in accordance with the directions of the donor, trustor or testator; provided that any and all of the foregoing purposes shall be carried out in conformity with the provisions of The Discipline of The Wesleyan Church as legislated and declared from time to time (cf. 4040). Further, the corporation 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 Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

(3) The corporation shall be subject to The Wesleyan Church, its duly elected officials and its rules and regulations as set forth in its Discipline from time to time and as otherwise legislated and declared in keeping with said Discipline.

(4) The bylaws of the corporation shall include The Discipline of The Wesleyan Church as legislated and declared from time to time; and no other bylaws shall be adopted that are inconsistent with the provisions of said Discipline (4005).

(5) The term for which the corporation is to exist is perpetual.

(6) If the corporation shall be dissolved or become inactive, or whenever the board of directors (4010:7) shall cease to function or cease to be amenable to The Wesleyan Church as set forth in the Judiciary (5006; 5305–5320), any or all assets of the corporation shall inure to the district of which the local church is a member and the district board of administration shall be authorized and empowered to carry on the function of said board of directors (1233:33, 36), provided such district is then exempt under 501(c)(3), and if not, then the assets shall inure to another district or entity of The Wesleyan Church at the discretion of the General Board, provided such district or entity is then exempt under 501(c)(3); and if no such Wesleyan entity exists that is a 501(c)(3) tax exempt entity, then to a similar organization which is tax exempt under 501(c)(3) of the Internal Revenue Code.

(7) The directors of the corporation shall be the members of the local board of trustees as set forth in The Discipline (c. 850–859; 4500–4780), who shall carry out the directions of the local church conference (655:13) and the local board of administration (782:28) as set forth in The Discipline. A member of the board of directors shall not be personally liable for the debts, liabilities or obligations of the corporation.

(8) The members of the corporation shall be the covenant members of the local church, or such other body as local laws may require, provided that each voting member of the corporate body shall be a covenant member of The Wesleyan Church.

COMMITTEE ON MEMORIALS

Wayne A. MacBeth, Secretary

Committee on Memorials

Recommended

General Conference

____ Adopted ____ Not Adopted

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