Minnesota Church Corporations.
Minnesota Church Corporations – Church Law
- Chapter 315, is a body of quasi-corporate law which loosely governs Minnesota religious corporations, societies, and certain churches;
- Chapter 317A comprises the corporate statutes which have comprehensively governed all Minnesota “non-profit corporations” since 1991 – including, but not limited to, many Minnesota Church Corporations.
Minnesota Church Corporations – Chapter 315
Chapter 315 – History
Minnesota Chapter 315 is a diverse collection of statutes, many dating from Minnesota’s early days, which may govern a variety of religious entities ranging from:
- those with congregational structures – where the members control the entity,
- those which are hierarchical in nature – where the church leaders are in charge.
However, the provisions of Minnesota Statutes, Chapter 315 have:
- no application to nonprofit corporations governed by Minnesota Chapter 317A,
- only limited application to church organizations which were formed under Chapter 315, since many of its statutes only apply to certain forms of religious entities.
Relatively few new churches elect to be formed under Chapter 315, although it is still an option.
Therefore, most new churches are now formed under Chapter 317A.
Chapter 315 – Certificate of Incorporation
Many Minnesota Chapter 315 religious corporations came into existence by filing either a “Certificate of Incorporation”, or a “Certificate of Election of Trustees”, with the county recorder where the church was located, which Certificate:
- identified the official name of the church,
- specified the qualifications for trustees – who serve a function equivalent to corporate directors,
- identified the initial trustees of the church,
- perhaps identified the church synod or denomination with which the Church would be affiliated, or to which it would be subjected.
Chapter 315 – Corporate Documents
A religious corporation or society subject to the provisions of Minnesota Statutes, Chapter 315, may have two, or perhaps three, documents which govern its affairs:
a Certificate of Incorporation, or Certificate of Election of Trustees, which:
- contains certain statements required by Chapter 315,
- is filed with the county recorder in the County where the church is located;
a Constitution – an internal church document not filed with any governmental agency – which contains:
- provisions governing the church’s internal affairs,
- usually, doctrinal statements of the church;
Bylaws – another internal church document not filed with any governmental agency – containing provisions governing the church’s affairs which may be given a lesser status than those contained in any church Constitution.
Minnesota Chapter 315 corporations that have both a Constitution and Bylaws tend to have:
- the more important provisions listed in a Constitution,
- the less important provisions listed in Bylaws.
Sometimes, the governing board of the denomination in which the church is a member may either require, or suggest, the adoption of a Constitution and Bylaws which contains certain provisions.
Often, there is a different, and more difficult, procedure required to amend a church’s Constitution, than to amend its Bylaws.
- the provisions of a church’s Constitution and Bylaws cannot be in conflict with any provisions of the church’s Certificate of Incorporation, or Certificate of Election of Trustees,
- neither the Certificate of Incorporation, the Certificate of Election of Trustees, nor the Constitution and Bylaws, can be in conflict with any applicable provisions of Chapter 315.
Chapter 315 – Management
Many Minnesota Chapter 315 corporations are under the direction and control of “trustees” or “elders”.
However, some churches limit the transactional powers of such trustees or elders by requiring that resolutions with respect to certain types of actions first receive the affirmative vote of a certain percentage of the members of the congregation.
Other Minnesota Chapter 315 corporations are under the direction and control of bishops, chancellors, wardens, ministers, vestrymen or other persons.
Minnesota Church Corporations – Chapter 317
Prior to January 1, 1991, some Minnesota non-profit corporations were governed by Minnesota Statutes, Chapter 317, the predecessor body of non-profit law to Chapter 317A.
Minnesota Church Corporations – Chapter 317A
Chapter 317A – History
Minnesota Statutes, Chapter 317A became effective on August 1, 1989, and now governs all Minnesota non-profit corporations, many of which are Minnesota Church Corporations.
Minnesota Statutes, Chapter 317A required that all Chapter 317 corporations which had not elected to be governed by Chapter 317A would automatically become subject to its provisions on January 1, 1991.
Many Minnesota religious corporations originally formed under Minnesota Chapter 315 converted:
- to Chapter 317 prior to January 1, 1991,
- later to Chapter 317A – either voluntarily, or automatically.
Minnesota nonprofit corporations which were governed by either Chapter 315 or Chapter 317 could elect to be governed by Chapter 317A by filing a resolution which had been approved by its members with the office of the Minnesota Secretary of State.
Chapter 317A – Articles of Incorporation
Minnesota Chapter 317A non-profit corporations are formed by filing Articles of Incorporation with the office of the Minnesota Secretary of State, which Articles of Incorporation must contain the following information:
(1) the name of the Minnesota Church Corporation;
(2) the address of the registered office of the Minnesota Church Corporation;
(3) the name of its registered agent, if any, at the registered office address;
(4) the name and address of each incorporator of the Minnesota Church Corporation;
(5) a statement that the Minnesota Church Corporation is organized under Chapter 317A.
If official recognition of tax exempt status by the Internal Revenue Service is desired by the church, certain paragraphs may be inserted into its Articles of Incorporation in order to facilitate obtaining a determination letter of tax exempt status from the Internal Revenue Service.
Chapter 317A – Corporate Documents
Minnesota non-profit corporations subject to the provisions of Minnesota Statutes, Chapter 317A – including Minnesota Church Corporations – generally have two documents which govern their affairs:
Articles of Incorporation, which:
- are filed with the Minnesota Secretary of State;
- contain statements required by Chapter 317A,
Bylaws, which are not filed with any governmental agency, but contain:
- provisions which govern the Minnesota Church Corporation’s affairs,
- doctrinal statements of the church.
Chapter 317A – Articles
Although Articles of Incorporation are the most common type of document identified in Minnesota Statutes, Chapter 317A, such chapter also defines the term “articles” of Minnesota Church Corporations to include one or more of the following documents:
- articles of incorporation;
- articles of amendment;
- a resolution of election to become governed by Chapter 317A;
- a statement of change of registered office, registered agent, or name of registered agent;
- articles of merger;
- articles of consolidation;
- articles of abandonment; and
- articles of dissolution.
Chapter 317A – Bylaws
Minnesota Statutes, Chapter 317A defines the term “bylaws” to mean the code adopted for the regulation or management of the internal affairs of Minnesota Church Corporations, regardless of how designated.
Minnesota Statutes, Chapter 317A provides that bylaws may contain any provision relating to the management or regulation of Minnesota Church Corporations consistent with law or the articles, including, but not limited to, provisions relating to property, voting, and other rights and privileges of members.
Chapter 317A – Constitution
A Minnesota Church Corporation which converts from Chapter 315 to Chapter 317A generally remains subject to the same Constitution and Bylaws it had when it was governed by Chapter 315 – unless any of such provisions are contrary to Chapter 317A.
However, Minnesota Statutes, Chapter 317A does not recognize a Constitution as being substantively different than Bylaws.
Therefore, under Minnesota Statutes, Chapter 317A, a document which is identified as a Constitution is either:
- merely a section of the organization’s Bylaws,
- its entire Bylaws.
This means that even though the internal governing documents of a Minnesota Church Corporation may be separately referred to as its “Constitution” and its “Bylaws”, under Chapter 317A both documents are of the same nature, and are classified as bylaws.
Hierarchy of Governing Provisions
Bylaw provisions cannot be inconsistent with any terms contained in the corporation’s Articles of Incorporation, and neither the Articles of Incorporation nor the Bylaws can be in conflict with Chapter 317A.
However, Minnesota Chapter 317A does provide that a Minnesota Church Corporation’s statutory powers may be subject to certain limitations which are identified in its Articles of Incorporation or Bylaws.
Chapter 317A – Amendment of Articles and Bylaws
Under Minnesota Statutes, Chapter 317A, the method required to be used for amending a Minnesota Church Corporation’s Articles is different, and more restrictive, than the method used for amending its Bylaws.
The procedure for the amendment of Articles of Incorporation of Minnesota Church Corporations may require the approval of both:
- the corporation’s members,
- its board of directors.
However, unless reserved by the Articles of Incorporation to the members, the power to adopt, amend, or repeal a Minnesota Church Corporation’s Bylaws is vested in the board of directors.
Nevertheless, any such power of the board of directors of Minnesota Church Corporations is subject to the power of the voting members (usually the congregation), to adopt, amend, or repeal bylaws adopted, amended, or repealed by the board of directors.
Chapter 317A – Board of Directors
Minnesota Statutes, Chapter 317A provides that:
- the business and affairs of a Minnesota nonprofit corporation must be managed by, or under the direction of, a board of directors,
- all directors are entitled to vote, and have equal rights and preferences, except as otherwise provided in the articles or bylaws.
For additional information on Minnesota Chapter 315 churches, see Dahlelaw.com
For additional information on Minnesota Chapter 317A churches, see Dahlelaw.com
Since 1992, Attorney Gary C. Dahle has represented a variety of Minnesota Church Corporations – Baptist, Evangelical, Lutheran, Pentecostal, Presbyterian, and independent churches, with respect to:
- Minnesota Church Corporations,
- Minnesota Church Mergers,
- application for IRC Section 501(c)(3) tax exempt status,
- bond financing for construction purposes,
- bond “refinancing” in order to obtain a lower interest rate on church debt,
- clergy issues,
- employment issues,
- Minnesota church insurance issues,
- Minnesota church on-site day care issues,
- Minnesota church probate matters,
- Minnesota church property tax exemption issues,
- real property easements,
- real property title issues,
- school issues,
- the sale of church real property – including the manner of congregational approval of such sales,
- congregational disputes;
- conflicts in the congregation, and
- the drafting and revising of Articles of Incorporation, Constitutions and Bylaws.
Attorney Gary C. Dahle has represented churches located in the Minnesota cities of Arden Hills, Blaine, Bloomington, Brooklyn Park, Burnsville, Chaska, Corcoran, Coon Rapids, Eden Prairie, Fridley, Glencoe, Minneapolis, Mounds View, Roseville, St. Louis Park, St. Paul and Wyoming.
Topics of Interest:
- Minnesota Chapter 315 Church Mergers – Minnesota Church Merger
- Minnesota Chapter 315 Churches
- Minnesota Chapter 317A Church Mergers – Minnesota Church Mergers
- Minnesota Chapter 317A Churches
- Minnesota Church Attorney – Minnesota Church Laws
- Minnesota Church Attorney Gary C. Dahle – Minnesota Church Lawyer
- Minnesota Church Cemeteries Property Tax Exemption
- Minnesota Church Conflicts
- Minnesota Church Day Care Centers
- Minnesota Church Disputes – State Limits
- Minnesota Church Law – Gary C. Dahle, Attorney at Law
- Minnesota Church Meals – Minnesota Church Dinners
- Minnesota Church Property Tax Exemptions – Use Changes
- Minnesota Property Tax Exemptions – Partial Exemption by Churches
- Minnesota Real Property Tax Exemptions – Churches
- Parsonage Allowance – IRC Section 107
- Religious Land Use Act – RLUIPA
- Rental of Minnesota Church Property
Gary C. Dahle – Attorney at Law
2704 Mounds View Blvd., Mounds View, MN 55112
Phone: 763-780-8390 Fax: 763-780-1735
Information provided herein is only for general informational and educational purposes. The laws relating to Minnesota churches and non-profit corporations involve many complex legal issues. If you have a specific legal problem about which you are seeking advice, consult with legal counsel. Gary C. Dahle, Attorney at Law, is licensed to practice law only in the State of Minnesota, and in the State of North Dakota, in the United States of America. Therefore, only those persons interested in matters governed by the laws of the State of Minnesota or the State of North Dakota should consult with, or provide information to, Gary C. Dahle, Attorney at Law, or take note of information provided herein.
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