Overview of Corporate Bylaws for Madison Square Presbyterian Church
Presented For Adoption August, 2011
The Session has approved the attached corporate bylaws for presentation to the congregation to be voted
on for adoption. The church has no working bylaws to compare with this proposed set. The following table
highlights important procedures and practices in the bylaws and compares these with our current practices.
On July 10, 2011 the Presbyterian Church replaced the long used “Book of Order: Form of
Government” (BoO) with a new “Form of Government” as the constitution for the church and its congregations.
These new bylaws make all references to this new, much shorter, “Form of Government” (FOG). Some of the
changes in the bylaws from our current practices are the result of more flexible or changed constitutional
requirements.
The “Preliminary Principles” of the old Book of Order have largely been retained and are referred to as
“Foundations of Presbyterian Polity” (FPP).
Our church is incorporated in the state of Texas and abides by the proper rules for such corporations.
The bylaws are written so that issues for both the church (ecclesiastical) and state (corporate) are addressed.
Hence, the language equates the church and corporation; elders as trustees, and the session as the board of
directors. When we act, we act as both church and corporation as the rules apply.
Proposed Bylaws
Article I and II: Members, Trustees, Deacons
15 elders to constitute the session; Deacons may elect
9to 12 deacons to the board; deacons to elect
moderator, vice moderator and secretary. Time set for
new class and election for deacons and elders. Quorum
set for deacons
Current Practice
No change from current rules and practice in
defining membership. Currently have 21 elders on
session, and 9 deacons elected. Deacons do not
elect vice moderator or secretary. Current time for
elections and taking office not specific. Quorum
not set.
Article III: Authority, Powers, Duties
Section establishes powers and duties of session
generally, and in regard to property. Property cannot be
sold or encumbered without permission of Presbytery,
and is held in trust on behalf of Presbytery.
No change from current rules and practice. Rules
regarding property and its use are unchanged.
Authority of session remains the same.
Article III: Sec. 6 Committees
Requires the session to establish and use a “manual of
administrative operations.” Requires committee for
finance and budget. Lists other committee functions.
Establishes Nominations committee minimum at 7, 4
from congregation; elected every year; no member of
committee eligible to be nominated for office.
No administrative manual required, or established.
Currently use Finance committee and currently
have other committees, but nothing written to
require committees. Nomination committee
currently may elect for two years; currently
committee member may be nominated for office.
Article IV Meetings
Establishes first meeting of session in which certain
decisions are to be made; quorum set
No significant change in meeting date, but
nothing written for date or special business; no
change in quorum.
Article V –Meeting of Members
Establishes time frame for annual meeting of
congregation; establishes quorum for meeting
No written time frame for annual meeting, but
customary in first weeks of year; quorum same as
in former BoO
Necessary in new FOG
Article VI – Officers
Sets certain date for election of officers; establishes
office of President on session elected annually for one
year; sets criteria for officers: President a session
member but not Pastor, clerk an elder, and treasurer a
member of the church; allows for appointment of
additional officers.
Article VI – Officers, President, Vice President
Establishes a line of authority for signing all documents
binding on the church, and allows for annual delegation
to certain persons for particular signing authority;
maintains control over who signs checks, leases,
contracts, documents. Responsible for maintenance of
“Administrative manual of operations”. Pastors are
ineligible to be President or for these functions. All
fiscal authority resides in session to hold and delegate.
Changes made in officers of session. President
was not an officer of session, but a name on the
Corporation documents for the state, now a
functioning office, Pastor listed as President;
allows treasurer to be a member of church, but not
elder (not changed from former BoO).
Article VI – Officers, Clerk
No change.
Article VI –Officers, Treasurer, Assistant Treasurer
Specifies duties of treasurer; does not sign checks or
documents unless by delegation. Has oversight of
counting and receiving all money, and depositing
money.
No substantial change, but current situation is not
specified or detailed. Some duties left with
ambiguity. No detailed line of authority regarding
treasurer.
Article VI –Section 4, Checks, Notes, Obligations
Empowers the session to establish how all obligations
shall be handled and by whom. The President with the
session sets the authority and its limits on all signers
and handlers of funds and documents.
Article VII –Fiscal Year; Seal; Office
All new. While the session has the responsibility
for handling all funds and documents, there has
been no established protocol, and ambiguous use
of authority and signing of documents.
Article VIII –Indemnification
Establishes necessary protection for elders and officers.
No statement requiring this protection, but
insurance policy offers protection.
Article IX –Amendments
No current bylaws.
Article X – Dissolution
Sets out process of handling property if church
dissolves.
Essentially the same rules by which property is
handled under the former BoO and non-profit
statement in the state charter.
All new. No singular line of authority for
signatures on documents; ambiguous line of
delegation for signing authority. No
administrative manual of operations written or in
effect. Pastor had presumptive powers in some of
these areas. Fiscal authority ambiguous.
No change from current practice.