INCORPORATION
of a Tennessee
UNITED METHODIST CHURCH
Instructions and Forms
See “Charter Forms” Package for other necessary incorporation documents
Office of Administrative Services
Tennessee Conference,
The United Methodist Church
April 6, 2009
Incorporating Your Church
I. Introduction
United Methodist churches are not required to incorporate, and for many small churches with
no staff and minimal programs, incorporation is of very limited value. The primary purpose and benefit
of incorporation for a church is to protect members, officers, and trustees of the church from personal
liability for obligations of the unincorporated church. Incorporation can also facilitate financial
transactions with banks and other business that are not familiar with the legal status of an
unincorporated association. Incorporation is a secular matter, and is not intended to interfere with the
theology or mission of any church. But churches should not expect too much from incorporation: it is
no substitute for proper policies and procedures intended to protect members and guests from injury, or
for adequate insurance covering the church’s buildings and property, its occupants, its members, guests,
and missions.
The information prepared here has been prepared for use by attorneys and other qualified
persons assisting local churches with incorporation. It is intended to be a useful tool in understanding
how a local church can be incorporated in the state of Tennessee in a manner consistent with church law
as found In The Book of Discipline of The United Methodist Church (2008), as amended (hereafter, The
Discipline). This package includes samples with suggestions for completion, but ultimately each church
and its counsel must decide whether incorporation is right for it, and if so how it should be done. This
package is not intended to serve as legal advice or to be a substitute for obtaining competent legal or
other professional advice.
In Tennessee, like most states, corporations come into existence by the filing of a Charter (also
commonly referred to as Articles of Incorporation) with the Tennessee Secretary of State. Churches that
are not incorporated are called “unincorporated associations.” United Methodist churches, whether or
not incorporated, automatically qualify for exemption from federal income tax under §501(c)(3) of the
Internal Revenue Code, and have been formally recognized as tax exempt by the IRS. More information
about the IRS’ “Group Ruling” is available on the Tennessee Conference’s website at
http://www.tnumc.org/ADMINISTRATION_AND_FINANCE/Taxes/ .
In Tennessee, there are minimal requirements and costs associated with incorporating a church.
This package is intended to provide guidance and suggestions needed for the preparation of documents
that will create a legal and valid Tennessee Nonprofit Corporation without interfering with the ordering
of the life of the church, as provided by Holy Scripture, and consistent with The Discipline.
Other information and samples of generic corporate documents are available on websites
hosted by United Methodist Church agencies, such as this: http://www.gcfa.org/Inc.LocalUMC.html.
A good resource on state corporate law is Tennessee Division of Business Services’ Filing Guide Nonprofit Corporations at http://www.state.tn.us/sos/forms/fg-np.pdf.
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I wish to thank Vivian Martin, former chair of the Tennessee Conference Council on Finance and
Administration, for her substantial work in preparing the first draft of this package, and the late Rudolph
C. Barnes, Esquire, who as a Conference Chancellor conceived the package on which this work is based.
I also wish to thank James L. Bass, Esquire of the Bass and Bass law firm in Carthage, Tennessee (Chair,
Conference Council on Finance and Administration) for reviewing and commenting upon drafts of this
document, and Bryan Mills, Esquire and Dan Gary, Esquire (General Council on Finance and
Administration) for their comments and suggestions.
Jim Allen
Treasurer/ Director of Administrative Services
Tennessee Conference of The United Methodist Church
jimallen@tnumc.org
II. Action Items
A.
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Review The Discipline, including:
¶ 2501 (Requirement of the Trust Clause for All Property);
¶ 2503 (Trust Clauses in Deeds);
¶ 2506 (Conformity with Local Law – Church Corporations);
¶ 2507 (The Terms Trustee, Trustees, and Board of Trustees);
¶ 2508 (Conformity of Deeds and Conveyances with Local Law)
¶ 2526 (Church Local Conference);
¶ 2528 (Charge Conference Authority, including authority to incorporate);
¶ 2529 (Local Church Board of Trustees Organization and Membership);
¶ 2537-38 (Incorporated Local Church Property).
B.
Review the Tennessee Nonprofit Corporation Act, T.C.A. §48-51-101 through §48-68105. Most of the provisions of the Act apply to a religious corporation, however,
exceptions are noted in §48-67-102 of the Act. The T.C.A. can be accessed directly at
http://www.michie.com/tennessee/lpext.dll?f=templates&fn=main-h.htm&cp=tncode .
C.
Hold Charge conference to authorize trustees to incorporate the church and convey
assets to the new corporation.
D.
Trustees meet to plan for and implement incorporation decisions, and retain attorney or
other advisor to assist church with decisions and process.
E.
Prepare corporate documentation (samples follow these instructions):
a.
b.
c.
d.
e.
Articles/charter [NOTE: sample Charter is in separate pdf file]
Bylaws
Charge conference resolution
Trustees resolutions
Organizational meeting documents
F.
File Articles (with filing fee) with Secretary of State
G.
File a stamped copy of the Articles with the Register of Deeds in the county in which the
church is located.
H.
Organizational meeting of the incorporators
I.
Convey all church property to the new corporation. See The Discipline ¶2503 for clauses
to be included in real property deeds. With approval by the charge conference, the
District Superintendent, and the pastor, real property can be deeded by use of a
quitclaim deed from the trustees of the unincorporated association to the new church
corporation.
J.
Notify insurance company, vendors, banks, and others who need to know that the
church is now incorporated.
K.
File annual report with Secretary of State on or before April 1 [the first day of the fourth
month following the close of the corporation’s fiscal year]. A report form should be
mailed to the Corporation’s registered agent by the Secretary of State. Annual filing fee
is currently $20. In lieu of the form, a church may instead file an Affidavit that it is a
church Form SS-4459. This will eliminate the inclusion of certain information on the
annual report respective to directors and principal officers.
http://state.tn.us/sos/forms/ss-4459.pdf
L.
Attention is directed to the statutory requirements that certain records and reports be
made and retained. These include minutes and the annual filing noted above.
III. Decisions and Options
A. Consult with and request that the District Superintendent convene a Charge Conference.
B. Decisions and instructions for completion of Charter Form SS-4418. These options have
already be included on the model form included in this package. The model form can be
used by merely filling in the unique information on the first page (such as names and
addresses), then printing, signing, and mailing to the Secretary of State with your check for
the filing fee of $100.
1.
Select a unique corporate name. In 2009, there were at least 19 Tennessee
corporations whose corporate name begins with “First United Methodist Church”. One
way to have a unique name is to add other descriptive words (for example) “… of
Crossville”. Check the Secretary of State’s website to ascertain if name of church is
already in use. http://www.tennesseeanytime.org/sosname/ . You can also reserve your
corporate name prior to filing, for a small fee. Tennessee allows but does not require a
corporate designator such as “Inc.” in the name of a church corporation.
2.
Type: A church corporation is classified as a public benefit corporation, and as a
religious corporation.
The Corporation should have members, who may be the professing members of
the local church, to protect from personal liability for the church’s obligations. The
Discipline ¶2528.1.
3.
Name and address of initial registered agent in Tennessee: You can use the
name of an individual, or you can just fill in the name of the new church corporation.
(The new church corporation can be its own Registered Agent.) You must use a street
address, not a post office box. If not the church, be sure the address is one where a
responsible person would accept and respond to official mail to the corporation in years
to come.
4 & 5. Name and address of Incorporator(s), and address of Corporation’s Principal
Office: Generally, the Chair and the Secretary of the Board of Trustees will assume
those same offices in the corporation. Those two offices cannot be held by the same
person. You can use the church’s street address; can not be a post office box. If not the
church, be sure the address is one where a responsible person would accept and
respond to official mail to the corporation in years to come.
7.
Delayed Effective Date (optional): The corporation comes into existence on the
date the articles of incorporation are filed with the Secretary of State. If this date is to be
delayed (perhaps as a convenience until some other event occurs), it must be so noted.
8.
Distribution of Assets upon Dissolution: One of the requirements of ¶501(c)(3)
is that corporate documents must provide that upon dissolution, corporate assets are
conveyed to another nonprofit. This standard clause, which is consistent with federal
and state law and The Discipline ¶¶2506, 2512, and 2548 should be inserted:
This corporation shall exist in perpetuity. If for any reason the corporation shall
be abandoned, discontinued, or cease to exist as a legal entity and its charter shall
expire or be terminated, the title to all its property both real and personal shall be
vested in and be the property of the Tennessee Conference, United Methodist
Church, Inc., pursuant to The Book of Discipline of The United Methodist
Church, provided it is then an organization qualified under Section 501(c)(3) of
the Internal Revenue Code of the United States; and if not, to any other
organization, designated by such Conference, which is then qualified under
Section 501(c)(3) of the Internal Revenue Code of the United States.
9.
Other Provisions: Include these clauses to ensure compliance with IRC
§501(c)(3) and The Discipline ¶2506.
The Corporation is to be operated exclusively for charitable, religious, and
educational purposes, including, for such purposes, the making of distributions
to organizations that qualify as exempt organizations under § 501(c)(3) of the
Internal Revenue Code, or the corresponding section of any future federal tax
code. No part of the net earnings of the corporation shall inure to the benefit of,
or be distributable to its members, directors, trustees, officers, or other private
persons, except that the corporation shall be authorized and empowered to pay
reasonable compensation for services rendered and to make payments and
distributions in furtherance of the purposes set forth above. No substantial part
of the activities of the corporation shall be the carrying on of propaganda, or
otherwise attempting to influence legislation, and the corporation shall not
participate in, or intervene in (including the publishing or distribution of
statements) any political campaign on behalf of or in opposition to any candidate
for public office. Notwithstanding any other provision of its charter, 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 § 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.
This corporation is organized as a local United Methodist Church exclusively for
religious purposes, supports the doctrine of The United Methodist denomination,
and declares itself and all of its property subject to the laws, usages and
ministerial appointments of The United Methodist Church.
The business of this corporation shall be conducted in conformity with the
Discipline as the same now exists or as may hereafter be amended, changed, or
modified, and the bylaws of the corporation shall include the Discipline and no
bylaws shall be adopted inconsistent with the provisions of the Discipline.
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Include a check for the filing fee ($100 as of 4/2009)
C. Other Secretary of State resources and options:
Secretary of State
Division of Business Services
312 Rosa L. Parks Avenue
6th Floor, Snodgrass Tower
Nashville, TN 37243-1102
Phone: (615) 741-2286
http://www.state.tn.us/sos/
www.state.tn.us/sos/bus_svc/corporations.htm.
1.
The Division of Business Services provides forms for many filings under the
Tennessee Nonprofit Corporation Act and other related statutes at
http://state.tn.us/sos/bus_svc/forms.htm#nonprofit .
2.
The Secretary of State encourages the use of their forms to ensure that all of the
statutory requirements for filing are met. However, the use of these forms (other than the
annual report form) is NOT mandatory; any document properly executed that meets all of the
statutory requirements will be accepted for filing.
3.
One of the forms, Charter (Nonprofit Corporation), Form SS-4418 is in a
separate file in pdf format. By using and properly completing this optional form, your charter
will almost certainly be accepted by the Secretary of State. The one page form alone is
insufficient to comply with The Discipline and IRC §501(c)(3). For that reason, there is an
Attachment to be filed with Form SS-4418, both in this document, and with the separate sample
Charter form.
4.
A basic charter can also be created and filed online, but the Secretary of State’s
system does not allow you to amend or add supplemental articles to ensure compliance with
federal tax law and The Discipline. If you file online, it will be necessary to file supplemental
articles by mail. For this reason, I do not recommend that a church use the online filing.
5.
Incorporation is a one time filing and requires fulfilling both statutory and church
law. Whether or not it uses these forms, the church should seek professional assistance to
assure that all legal and Disciplinary requirements have been fulfilled.
Forms
1.
2.
3.
4.
5.
6.
Attachment to Form SS-4418 Charter
Bylaws
Charge Conference Resolution
Board of Trustees Resolution (pre-incorporation)
Waiver of Notice of Organizational Meeting of the Board of Trustees
Minutes of the Organizational Meeting of the Board of Trustees (post-incorporation)
ATTACHMENT TO FORM SS-4418 CHARTER
___________________________________
(Name of United Methodist Church Corporation)
A Tennessee Nonprofit, Public Benefit, Religious Corporation
8.
Distribution of Assets upon Dissolution. This corporation shall exist in perpetuity. If for any
reason the corporation shall be abandoned, discontinued, or cease to exist as a legal entity and its charter
shall expire or be terminated, the title to all its property both real and personal shall be vested in and be
the property of the Tennessee Conference, United Methodist Church, Inc., pursuant to the Discipline,
provided it is then an organization qualified under Section 501(c)(3) of the Internal Revenue Code of the
United States; and if not, to any other organization, designated by such Annual Conference, which is then
qualified under Section 501(c)(3) of the Internal Revenue Code of the United States.
9-1.
Members. Upon the filing of these Articles of Incorporation, the professing members of the
former unincorporated local United Methodist Church shall be members of such corporation. Only those
members of the Corporation who are members of the Charge Conference, as defined in The Discipline of
the United Methodist Church (hereinafter, the Discipline), are entitled to vote at a meeting of the
members; provided, however if the District Superintendent convenes a Charge Conference as a Church
Conference, all members of the Corporation present shall be entitled to vote.
9-2.
Purpose. The church of Jesus Christ exists in and for the world. The function of this local church,
under the guidance of the Holy Sprit, is to help people to accept and confess Jesus Christ as Lord and
Savior and to live their daily lives in light of their relationship with God. Under the discipline of the Holy
Spirit, the church exists for the maintenance of worship, the edification of believers, and the redemption
of the world. The Book of Discipline of the United Methodist Church, ¶¶ 201-202 (2008).
This corporation is organized as a local United Methodist Church exclusively for religious
purposes, supports the doctrine of The United Methodist Church, and declares itself and all of its
property subject to the law, usages and ministerial appointments of The United Methodist Church.
9-3.
Powers. The business of this corporation shall be conducted in conformity with the Discipline as
the same now exists or as may hereafter be amended, changed, or modified, and the bylaws of the
corporation shall include the Discipline and no bylaws shall be adopted inconsistent with the provisions of
the Discipline.
In addition to the powers and duties granted to this corporation by the Discipline, the
corporation assumes for itself all the rights, powers, and privileges and immunities which are now, and
which may be during the existence thereof be conferred by law upon a corporation with a similar
character, provided the same are not inconsistent with the Discipline. All amendments, bylaws, and
regulations of this corporation shall at all times be in conformity with the Discipline. But notwithstanding
the above, however, at no time shall any of the amendments, bylaws, or regulations of the corporation
be prohibited by or in conflict with the nonprofit corporate laws of the State of Tennessee.
9-4.
Nonprofit operation. The Corporation is to be operated exclusively for charitable, religious, and
educational purposes, including, for such purposes, the making of distributions to organizations that
qualify as exempt organizations under § 501(c)(3) of the Internal Revenue Code, or the corresponding
section of any future federal tax code. No part of the net earnings of the corporation shall inure to the
benefit of, or be distributable to its members, directors, trustees, officers, or other private persons,
except that the corporation shall be authorized and empowered to pay reasonable compensation for
services rendered and to make payments and distributions in furtherance of the purposes set forth
above. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or
otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in
(including the publishing or distribution of statements) any political campaign on behalf of or in
opposition to any candidate for public office. Notwithstanding any other provision of its charter, 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 § 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.
BYLAWS OF
_____________________________________________________
(Name of United Methodist Church Corporation)
___________________________________, Tennessee
(City, County of Corporation’s Principal office)
A Tennessee Nonprofit, Public Benefit, Religious Corporation
ARTICLE I
IDENTITY
The church of Jesus Christ exists in and for the world. The function of this local church, under the
guidance of the Holy Sprit, is to help people to accept and confess Jesus Christ as Lord and Savior and to
live their daily lives in light of their relationship with God. Under the discipline of the Holy Spirit, the
church exists for the maintenance of worship, the edification of believers, and the redemption of the
world. The Book of Discipline of the United Methodist Church, ¶¶ 201-202 (2008).
These are the Bylaws of the above-named United Methodist Church, a nonprofit religious corporation
organized and existing pursuant to the laws of Tennessee, with its principal place of business at the above
stated city and county in Tennessee (hereinafter, "the Corporation").
ARTICLE II
PURPOSES AND POWERS
Section 1. The Corporation is organized as a local United Methodist Church exclusively for religious
purposes, supports the doctrine of The United Methodist Church, and declares itself and all of its
property subject to the law, usages and ministerial appointments of The United Methodist Church.
Section 2. All the powers authorized and permitted by The Book of Discipline of the United Methodist
Church (2008) as amended from time to time by its General Conference (hereafter, "The Discipline") shall
be the powers of this Corporation, together with such powers as granted to religious corporations in the
Tennessee Nonprofit Corporation Act, as amended from time to time.
Section 3. The business of this corporation shall be conducted in conformity with the Discipline as the
same now exists or as may hereafter be amended, changed, or modified, and the bylaws of the
corporation shall include the Discipline and no bylaws shall be adopted inconsistent with the provisions of
The Discipline.
Section 4. The Corporation is to be operated exclusively for charitable, religious, and educational
purposes, including, for such purposes, the making of distributions to organizations that qualify as
exempt organizations under § 501(c)(3) of the Internal Revenue Code, or the corresponding section of
any future federal tax code. No part of the net earnings of the corporation shall inure to the benefit of,
or be distributable to its members, directors, trustees, officers, or other private persons, except that the
corporation shall be authorized and empowered to pay reasonable compensation for services rendered
and to make payments and distributions in furtherance of the purposes set forth above. No substantial
part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting
to influence legislation, and the corporation shall not participate in, or intervene in (including the
publishing or distribution of statements) any political campaign on behalf of or in opposition to any
candidate for public office. Notwithstanding any other provision of its charter, 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 § 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.
ARTICLE III
GOVERNANCE
Section 1. The Corporation shall look to these Bylaws, to the Discipline, and to the laws of Tennessee
with reference to nonprofit religious corporations for guidance in the operation of its affairs.
Section 2. Where these Bylaws conflict with the Discipline, the Discipline shall control.
Section 3. Where either these Bylaws or The Discipline conflict with the laws of Tennessee with reference
to nonprofit religious corporations, to the extent such conflict is not permitted by the Constitutions of the
United States or the State of Tennessee, Tennessee law shall control.
Section 4. In addition to those councils, boards, and committees provided for in the Discipline, either the
Charge Conference or the Board of Trustees may designate certain committees and delegate to such
committees such authority, responsibility and duties not inconsistent with the Discipline or statutes.
Section 5. The rules contained in the then current edition of Roberts’ Rules of Order shall govern the
corporation in all cases to which they are applicable and in which they are not inconsistent with the
Articles of Incorporation, these bylaws, the Discipline, statutory authority or any special rules of order or
procedure the corporation may adopt.
ARTICLE IV
MEMBERS and MEETINGS
Section 1. The initial members of the Corporation shall be the professing members of the local church
congregation immediately prior to incorporation. Persons subsequently becoming professing members
of the local church congregation shall be members of the Corporation, and persons ceasing to be
professing members of the local church congregation shall cease to be members of the Corporation.
Section 2. Only those members of the Corporation who are members of the Charge Conference, as
defined in the Discipline, are entitled to vote at a meeting of the members; provided, however if the
District Superintendent convenes a Charge Conference as a Church Conference, all members of the
Corporation present shall be entitled to vote.
Section 3. The annual Charge Conference shall be the annual meeting of the Corporation. The annual
meeting and any special meeting of the members (whether convened by the District Superintendent as a
Charge Conference or a Church Conference) shall be convened and held, with notice, quorum and voting
rights, all as provided for in the Discipline.
ARTICLE V
BOARD OF TRUSTEES
Section 1. As provided in both Tennessee law and the Discipline, when used herein, “trustee” shall be
synonymous with “director.” T.C.A. §48-51-201(10); Discipline ¶2507.
Section 2. An organizational meeting of the Board of Trustees shall be held in January.
Section 3. Special meetings of the Board of Trustees may be called by the Chairperson or as otherwise
provided by the Discipline.
Section 4. Notice of all regular and special meetings of the Board of Trustees shall be given to each
Trustee personally or by email, mail, church bulletin, telephone, fax machine, or other method(s) allowed
by Tennessee Law and The Discipline, at least ten (10) days prior to the date of the meeting. The notice
shall include the date, hour and place of all such meetings. Notice may be waived as provided for in the
Tennessee Nonprofit Corporation Act and the Discipline.
Section 5. A quorum at any Trustees' meeting shall consist of a majority of the members of the Board of
Trustees, as constituted at the time of such meeting. The acts approved by a majority of those present at
any meeting at which a quorum is present, shall constitute the acts of the Board of Trustees. Less than a
quorum may adjourn a meeting, from time to time, until a quorum is present.
Section 6. The number, qualifications, and constitution of the Board of Trustees, their term in office and
their method of election, removal and replacement shall be in accordance with the provisions of the
Discipline.
ARTICLE VI
OFFICERS
Section 1. The officers of the Corporation shall be as provided in The Discipline. These may include a
Chairperson, a Vice Chairperson, a Secretary and if need requires, a Treasurer, and as otherwise provided
for in the Discipline. The Chairperson, Vice Chairperson, and Secretary shall be members of the Board of
Trustees.
Section 2. The officers shall be elected at the organizational meeting of the Board of Trustees, and all
such officers shall hold office until the second annual meeting of the Board following their election and
until such time as their successors are duly elected and qualified.
Section 3. Any officer may be removed from his or her office at any time as provided in The Discipline.
Section 4. Any vacancy in any office, regardless of the cause, may be filled as provided in The Discipline.
Section 5. The Chairperson shall preside at all meetings of the Board of Trustees. The Chairperson shall
execute all contracts authorized by the Board of Trustees and shall perform such other duties as are
incident to the office or properly required of him or her by the Board of Trustees.
Section 6. The Vice Chairperson shall perform the duties of the Chairperson in the absence or disability
of the Chairperson. In addition, the Vice Chairperson shall have such powers and discharge such duties as
may be properly assigned to him or her, from time to time, by the Board of Trustees.
Section 7. The Secretary shall keep a record of all proceedings at the meetings of the Board of Trustees.
The Secretary shall attend to the giving of notices, have custody of the corporate seal, attest when
necessary the signature of the Chairperson, and affix the seal to all instruments required to be executed
under seal and authorized by the Board of Trustees. The Secretary shall have such other powers and
perform such other duties as are incident to the office or properly required by the Board of Trustees.
Section 8. Subject to the direction of the charge conference, the Treasurer may be in charge of all the
monies and securities belonging to the Corporation. The Treasurer shall cause the monies of the
Corporation to be deposited in the name of the Corporation in such banks or other institutions as the
Board of Trustees may designate; and shall cause the securities of the Corporation, together with other
valuable documents of the Corporation to be deposited for safekeeping with such bank or institution as
the Board of Trustees may designate. The Church Treasurer who is elected by the Charge Conference
may also serve as Treasurer of the Corporation if the Board of Trustees and the Charge Conference so
agree. The Treasurer shall have such other powers and perform such other duties as are incident to the
office or properly required of him or her by the Board of Trustees or the Charge Conference.
ARTICLE VII
FISCAL YEAR AND AUDIT
Section 1. The fiscal year of the Corporation shall commence on the 1st day of January and end on the
31st day of December.
Section 2. Audit requirements and procedures for the local church as set forth in the Discipline shall be
complied with.
ARTICLE VIII
FIDELITY BONDS AND INSURANCE
The Corporation shall comply with the fidelity bond and insurance requirements for the local church as
set forth in the Discipline.
ARTICLE IX
AMENDMENTS
Except as proscribed by The Discipline¸ these Bylaws may be amended by a two-thirds vote of the full
Board of Trustees, as then constituted, at any meeting of the Board of Trustees, provided that the notice
of such meeting clearly sets forth the proposed changes which are to be considered.
ARTICLE X
SEAL
The Corporation may have a seal of such design as the Board of Trustees may adopt setting forth the
name of the Corporation.
ARTICLE XI
INDEMNITY OF TRUSTEES AND OFFICERS
The Corporation is authorized to indemnify its trustees and officers to the full extent permitted in the
Tennessee Nonprofit Corporation Act, as amended from time to time.
ARTICLE XII
TERM
This corporation shall exist in perpetuity. If for any reason the corporation shall be abandoned,
discontinued, or cease to exist as a legal entity or its charter shall expire or be terminated, the title to all
its property both real and personal shall be vested in and be the property of the Tennessee Conference ,
United Methodist Church, Inc. pursuant to the Discipline, provided it is then an organization qualified
under Section 501(c)(3) of the Internal Revenue Code of the United States; and if not, to any other
organization, designated by such Conference, which is then qualified under Section 501(c)(3) of the
Internal Revenue Code of the United States.
Effective as of
____ , 20____
_____________________
Secretary
CHARGE CONFERENCE RESOLUTION
WHEREAS, Conference leaders have recommended that every United Methodist church consider
incorporation under the Tennessee Nonprofit Corporation Act and in accordance with The Book of
Discipline of The United Methodist Church (hereinafter the Discipline); and
WHEREAS, said members of the Charge Conference have been duly notified of the special meeting of the
Charge Conference of this said association for the purpose of considering said recommendation to
incorporate this local church, which meeting has been duly authorized and called in accordance with the
Discipline; and
WHEREAS, it will become necessary upon the incorporation of said association to transfer all of the
property of said association both real and personal to the new corporation.
NOW, THEREFORE, BE IT RESOLVED THAT:
1.The membership of the Charge Conference of
_______________________ United Methodist
Church, an unincorporated association, duly called and convened, do hereby authorize and direct the
incorporation of the said association as (name of church corporation)
_________________________________________________________________________________
a Tennessee nonprofit religious corporation in accordance with the Discipline and for the purposes as set
forth in, the Discipline and do further authorize and direct the Board of Trustees of this association to
forthwith cause a proper Charter (Articles of Incorporation) to be prepared, executed, and transmitted
forthwith to the Office of the Secretary of the State of Tennessee for filing therein, and that Bylaws,
resolutions, minutes or other documents required by Tennessee law and the Discipline be prepared as
necessary, and that the expense of said incorporation be paid from the General Treasury of said
association.
2.
The following are designated as the original Board of Trustees of said new nonprofit corporation:
______________________________________ ________________________________________
______________________________________ ________________________________________
______________________________________ ________________________________________
______________________________________ ________________________________________
______________________________________
3.
The Board of Trustees of said association in order to further perfect and carry on the operation
of said association as a corporation and to comply with the Discipline is directed to prepare, transfer and
convey unto the newly formed corporation, by proper deeds, bills of sale, and other instruments, all the
property of said association, real and personal, of whatever kind and description whatsoever, subject to
all encumbrances and liabilities of the unincorporated association and that thereupon all the rights,
privileges, immunities, powers, franchises, and authority and all the property and obligations of such
unincorporated association shall pass to, vest in, and be the property and (in the case of encumbrances
and liabilities) obligations of the corporation so formed, and that the expense of said transfer and
conveyance and all matters necessary and incidental thereto shall be borne by and paid from the General
Treasury of said unincorporated association.
4.
The said Board of Trustees is further authorized to do and perform any and all acts necessary to
carry this resolution into full force and effect.
APPROVED, this _____ day of ______________, 20___.
____________________________________
Secretary, Charge Conference
BOARD OF TRUSTEES RESOLUTION
WHEREAS, the Charge Conference has directed this Board by its proper officers to prepare, execute, and
file Articles of Incorporation, Bylaws, deeds, and other documents for this religious, unincorporated
association in order to complete its incorporation under the laws of Tennessee,
NOW, THEREFORE, BE IT RESOLVED THAT:
1. The Chairperson and Secretary are authorized to retain legal counsel, if needed, for the purpose of
causing Articles of Incorporation to be prepared, executed, and filed with the Secretary of State of
Tennessee as a religious nonprofit corporation; to prepare Bylaws and minutes necessary to complete the
organization of the Corporation; to prepare, have executed and record in the proper office of the Register
of Deeds transferring all church real estate from the old association to the new Corporation (said deeds
to contain the proper trust clauses as required by the Discipline); and to ensure that the Corporation is
qualified under Section 501(c)(3) of the Internal Revenue Code.
2. The following person(s) is (are) designated as the incorporators of said new nonprofit corporation
(only one incorporator required, typically Chairperson of the Board of Trustees):
______________________________________
______________________________________
______________________________________
3. The following is designated as Registered Agent of this corporation upon whom any process, notice, or
demand required or permitted by statute to be served upon the corporation may be served (either name
or title, such as Chair of Trustees, Business Manager, or Pastor):
Name:
Church address:
4. The Chairperson and Secretary of the Board are authorized and directed to do and take such actions as
they deem necessary to carry into effect the foregoing resolutions, all pursuant to The Discipline.
APPROVED, this _____ day of ______________, 20___.
____________________________________
Secretary, Board of Trustees
WAIVER OF NOTICE OF
ORGANIZATIONAL MEETING OF THE BOARD OF TRUSTEES
___________________________________
(Name of United Methodist Church Corporation)
We, the undersigned, being all the Trustees of the above named nonprofit religious corporation, do
hereby waive notice of the time, place and purpose of the first meeting of the Board of Trustees of said
corporation.
We designate the ______ day of ___________________, 20_____, as the time and the corporation’s
principal office as the place of said meeting, the purpose thereof being to elect officers, complete the
organization of said corporation, and to transact such other business as may be necessary or advisable.
Dated: _______________________, 20____
______________________________________ ________________________________________
______________________________________ ________________________________________
______________________________________ ________________________________________
______________________________________ ________________________________________
______________________________________
MINUTES
ORGANIZATIONAL MEETING OF THE BOARD OF TRUSTEES
___________________________________
(Name of United Methodist Church Corporation)
The organizational meeting of the Board of Trustees of the above named nonprofit corporation was held
at
on the _
day of
, 20
, pursuant to a
written waiver of notice signed by all the Trustees fixing said place and time and specifying the purpose
of the meeting.
There were present the persons whose names appear at the end of this document, constituting a
majority or more of the full Board.
___________________________ was chosen temporary chairperson and
was chosen temporary secretary of the meeting.
The Secretary presented and read the waiver of notice of the meeting, signed by all the Trustees.
The Chairperson stated that the first business to come before the meeting was the election of officers to
hold office until December 31 of this year, or until their respective successors are elected and qualified,
and called for nominations. The following persons were nominated to the offices of the corporation set
opposite their respective names:
CHAIRPERSON
__________________________________
VICE CHAIRPERSON
__________________________________
SECRETARY
__________________________________
TREASURER
__________________________________
All the Trustees present having voted, the Chairperson announced that the aforesaid persons had been
elected to the offices set before their respective names. The duly elected Chairperson thereupon took
charge of the meeting and the Secretary entered upon the discharge of his/her duties.
Upon motion, duly made, seconded and carried, it was RESOLVED, that the seal, an impression of which
is herewith affixed (if any) , be adopted as the corporate seal of the corporation.
Upon motion, duly made, seconded and carried, it was RESOLVED, that the Bylaws, a copy of which was
presented to the meeting and read section by section by the secretary, be adopted as the Bylaws of the
Corporation.
Upon motion, duly made, seconded and carried, it was RESOLVED, that the Charter (Articles of
Incorporation) heretofore filed with the Secretary of State of Tennessee by
_______________________________________ as Incorporator(s), on ____________________, 20___,
be, and are hereby, adopted in all respects as the charter for the corporation.
Upon motion, duly made, seconded and carried, it was RESOLVED, that, unless otherwise ordered, all
meetings of the Board of Directors shall be held at the Office of the principal office of the corporation.
Upon motion, duly made, seconded and carried, it was RESOLVED, that the Treasurer is authorized and
directed
to
open
a
deposit
account
of
the
corporation
at
(bank)
_________________________________________________ and to perform any and all acts necessary
and incidental thereto.
RESOLVED, FURTHER, that the Treasurer is hereby authorized to pay all fees and expenses incident to and
necessary for the organization of the corporation.
The Secretary was authorized and directed to procure and maintain appropriate corporate books. The
Secretary was further instructed to file with the minutes of the meeting:
(a)
(b)
(c)
Waiver of Notice;
Copy of Bylaws;
Charter (Articles of Incorporation).
There being no further business, the meeting was adjourned.
_______________________________
Secretary
APPROVED:
______________________________
________________________________
______________________________
________________________________
______________________________
________________________________
______________________________
________________________________
______________________________