A Letter About Incorporation from Pastor Jon

Dear Church Family,

Following the vote of the Church body earlier this year to pursue incorporation the

Leadership team has taken the steps necessary to accommodate this request and

recommend that we incorporate. This action will involve the adoption of Articles of

Incorporation as well as a new Constitution and Bylaws in keeping with the new

incorporation status. This letter attempts to explain the rationale behind this decision and

the needed changes to our Constitution and Bylaws. Church members will be voting on

the proposed changes at the Organizational Meeting on Sunday, October 4 th 2020.

Prior to the Falwell case in 2002, Virginia and West Virginia were the only two states in

the United States where churches and religious denominations could not incorporate.

Thus, Virginia churches were unincorporated associations, which status subjected their

members and particularly their leaders (such as the trustees, pastors, and boards) to all

forms of liability and precluded a church’s ability to hold title to its property.

On April 15, 2002, the United States District Court for the Western District of Virginia

held that the portion of § 14(20) of Article IV of the Constitution of Virginia which read

“the General Assembly shall not grant a charter of incorporation to any church or

religious denomination” violates the First Amendment rights of free exercise of religion.

The Attorney General for Virginia decided not to appeal the Summary Judgment ruling,

and thus, by order of the federal Court, this Virginia Constitutional provision was

invalidated, allowing churches and religious denominations to now incorporate in the

state of Virginia. In 2005, the Va. General Assembly amended Virginia church law

provisions to bring it into conformity with other nonprofit corporation benefits and

remove the obstacles that some churches felt made church incorporation still uncertain.

In November 2006, a Virginia constitutional amendment passed that removed all question

on the legality of a church’s right and privilege to incorporate.

Benefits of Church Incorporation Include:

1) Incorporation will substantially limit liability of the Pastor(s), Board members and

members, creating a sure liability shield, provided the church board is not ‘grossly

negligent’.

2) Unincorporated churches must comply with all the old law provisions requiring court

approvals for appointment of Trustees and buying, selling, encumbering or

transferring land to another entity.

3) Incorporation makes it easier for a church to buy, sell, and encumber real estate,

operate bank accounts and engage in other business transactions since court approvals

are no longer necessary under the new law after July 1, 2005 for church corporations.

4) Incorporation also lends to stability of an organization more so than an

unincorporated association, since the members, directors, trustees, and officers of a

church change over the years.

5) Churches must be incorporated to receive grants through government faith-based

social service provider programs or private foundations.

6) Incorporation and tax exemption can often permit special nonprofit mailing rates and

procure discounts from vendors.

7) Finally, some banks and lending institutions prefer to deal with an incorporated entity

to assure its governance, purpose, and legal status.

Reason for Revision of Constitution and Bylaws:

There are three primary reasons for revising the Constitution and Bylaws:

1) To make them consistent with the church corporation’s Articles of Incorporation;

2) To become legally compliant under state laws; and

3) To take advantage of best practices and risk management measures that other

churches have successfully pioneered.

In short, you cannot “pour new wine into old wineskins”. So, recognizing that we live in

the 21 st Century, we have made these changes to be “wise as serpents and gentle as

doves” in protecting ourselves and enhancing our operations and ministries. We have

inserted better church discipline procedures, board members’ terms, duties, procedures,

biblical dispute resolution clauses, membership covenant, fiscal policies and other

important risk management and best practices of churches around the state and nation.

Nature of Constitution and Bylaw Changes:

We have taken advantage of the opportunity to mitigate legal risk and make the document user friendly. The Constitution, while not legally necessary, is a high-level statement of who we are, why we exist, and what we believe as a church. We have chosen a condensed statement of faith for this purpose.

The Bylaws are a means of establishing commonly accepted standards for how we should treat one another and govern ourselves as a body of believers. In particular, these Bylaws are designed to accomplish some of the following goals:

1) To prevent surprises and disappointed expectations by providing potential members a

thorough explanation of how the church intends to govern itself.

2) To reduce the likelihood of confusion and conflict within the church by establishing

clear operational guidelines.

3) To prevent the misuse of authority by church leaders by balancing these powers and

establishing procedures that protect members from being disciplined or losing rights

without due process and full notice.

4) To reduce the church’s exposure to legal liability by satisfying recently developed

legal requirements, even in areas we deny that the state has jurisdiction.

Another issue that was raised was the need for a member’s covenant, statement and/or

application with a commitment to live in community with the church members and

attempt to live the Christian life under the grace and mercy of God and by the power of

the Holy Spirit. Western Heights Baptist Church believes that church membership is

clearly implied by the Scriptural record. The lists of widows kept in 1 Timothy 5 implies

that certain lists of members of a church were kept. Also, the case of corrective discipline

in 1 Corinthians 5 clearly implies that there was public knowledge of who was part of the

church and who was not. Furthermore, corrective discipline assumes that it is important

for those outside of the church to know who the members of the church are, because one of the main motives for corrective discipline is the corporate testimony of the church in the unbelieving community. Finally, the commendations given by the apostles when

believers relocated from one city or province to another indicates that there was some

kind of record kept of who was in good standing within the various local members (Rom.

16:1-2; Col. 4:10-11; 3 Jn. 12). These commendations serve as the scriptural basis for the

receiving and granting of “letters of membership” between churches of like faith and

practice.

Thus, based on scriptural evidence, common sense and modern legal requirements, it is

clear and consistent that there should be some means by which Christians distinguish the boundaries of the local church. Local church membership, then, is a good and necessary implication of God’s desire to keep a clear distinction between His own people (Tit. 2:14) and the sinful world around them. Moreover, it is also apparent that accountability for one another’s lives and conduct was a key component in helping each other pursue Godliness and grow in Christ.

These are some of the Biblical reasons for a members’ covenant and why we believe that it helpful to commit to one another to “walk the walk” as well as “talk the talk” together. As we live in the 21 st century, it is also important to commit and be held accountable since the world would suggest that any commitments should be avoided, any accountability be minimized and everything should be tolerated.

While grace should be extended as Christ extended each of us grace, there is a standard

that God sets out for Christians to live by and there is absolute truth. Our members’/

church covenant is an attempt to capture these concepts and commit to live and grow

together in unity and accountability. Finally, while young people generally avoid

commitments and older persons do not like change, it is necessary that we all agree how

we will live together as a church body, govern in an orderly fashion and resolve disputes

outside the civil courts and within this body of fellowship or at least under a similar set of

rules different from the world. A signed covenant, statement or application with the

agreement to abide by the bylaws and polices of the church will prevent lawsuits and

allow us to live and operate together in harmony.

Still there were some issues that generated discussion among the church leadership that

were or were not changed. I want to identify those for you and give you our reasoning in

advance of our meetings. These are not presented in any order.

1) Membership in General

a. Over the years at WHBC maintaining a reasonable standard for

membership has proven to be difficult. The language in our old

constitution was somewhat ambiguous and often left leadership and

members questioning the proper procedures to follow when challenges

arose.

b. The Membership portion of our old constitution also did not clearly define

the requirements of current members, who provided accountability to

members, and how members would be held accountable if they did not

adhere to the reasonable requirements of membership.

c. Church discipline while mentioned in our old constitution was not clearly

defined leaving the church vulnerable to apathy toward sin or

misunderstandings when church discipline became necessary.

2) The Leadership Team Model

a. The leadership structure of our current constitution lent itself to discord

and disharmony by overlapping the responsibilities of various committees.

b. The old constitution does not clearly define who responds to emergent

situations and to what extent they carry the authority to do so. It leaves

the church vulnerable to disharmony and neglect in situations such as the

current pandemic.

c. The new leadership team model has proven effective over the past 16

months and has proven itself to be a prudent form of leadership to meet

the ever-changing demands of the modern church.

d. The New leadership team model offers clear

i. Roles for leadership

ii. Restrictions for leadership

iii. A clear and effective operational model

3) Liability

a. While no one can eliminate the liability faced by the church in it’s entirety

we worked hard to reduce it in all areas as much as possible.

In Conclusion: Proverbs 22:3 warns, “A prudent man sees danger and takes refuge, but

the simple keep going and suffer for it”. In today’s litigious culture, your church leaders

believe it to be wise to incorporate the church. In order to do so, it is necessary to adopt

Articles of Incorporation and a new Constitution and Bylaws in keeping with

incorporation status.

As a church member or interested attendee, we are asking you to review the proposed

Articles of Incorporation as well as the revised Constitution and Bylaws prior to the

Organizational Meeting on October 4 th 2020. You are also invited to the informational

meetings on Sept 13 th and 20 th as well as a special Question and Answer session on

October 27th in the church sanctuary to answer any questions you may have on the

revised Constitution and Bylaws and members covenant.

Until He Comes,

Pastor Jon