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
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
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
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
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
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
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,