Notes: (1) Please read my other posts on this topic (a) SEC registration of churches and (b) Registering a local Baptist church with the SEC as religious society / aggregate; what is a corporation sole? (2) Please read also “Of Church Organization, Part Three: Constitutions” by Dr. Kevin T. Bauder, Central Baptist Theological Seminary, and the US Supreme Court ruling on the two entities or dual nature of a church.
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One of the very first articles I wrote for my Legal Updates blog was on the importance of churches being registered with the Securities and Exchange Commission. You might want to review that article dated November 5, 2005 which contains an outline of the steps in SEC registration and a discussion of related issues. In brief, SEC registration gives the church a legal personality and thus, church properties can be titled under its own name, not under the name of the pastor or of some members. In that article, I also distinguished between corporation sole and religious society (or aggregate).
For churches wanting to register as a corporation, the SEC has ready-made forms for Constitution and Bylaws, sold at four hundred pesos, the last time I checked. The problem, however, is that these ready-made documents are not suitable for local churches. For example, in these forms, one of the corporate officers is the President. The question is, who’s the president of the church? Some churches, recognizing the deficiencies of these forms, thus attached their Articles of Faith as an annex to these documents.
Instead of relying on these ready-made forms from the SEC, churches here in the Philippines can use as a pattern the Constitution and Bylaws of Baptist churches in the USA or Canada, incorporating the changes that are necessary or desirable under Philippine conditions, denominational affiliation, Baptist organization or fellowship. In terms of writing and clarity of procedures, the Constitution and Bylaws of the First Baptist Church of Harvester in Missouri, USA is the best that I have seen. You can download a PDF of this constitution (plus two other NAMB resources) from Dropbox.
You can also find sample Constitutions from the Canadian Convention of Southern Baptists website. The Church Planting Group of the North American Mission Board, SBC also offers a readily adaptable sample Constitution for local churches.
By registering with the SEC, churches in a way are giving up some of their autonomy by agreeing to be bound by the laws of our country. In case of disputes or disagreements that eventually reach our judicial system, the courts will refer to the Constitution and By-Laws of the church for the resolution of the case. For SEC-registered churches, splits or disputes are intra-corporate disputes and are under the jurisdiction of the Regional Trial Courts designated as commercial courts. The SEC no longer has jurisdiction over intra-corporate disputes in view of the Securities Regulation Code.
In cases of disputes regarding doctrine however, there is a US Supreme Court ruling which states that such are beyond the jurisdiction of secular courts. I have discussed this ruling in seminars for churches, pastors’ groups and Bible schools on the “The 1987 Constitution and Freedom of Religion.” Romans chapter 13 is very instructive:
1. Let every soul be subject unto the higher powers. For there is no power but of God: the powers that be are ordained of God.
2. Whosoever therefore resisteth the power, resisteth the ordinance of God: and they that resist shall receive to themselves damnation.
3. For rulers are not a terror to good works, but to the evil. Wilt thou then not be afraid of the power? do that which is good, and thou shalt have praise of the same:
4. For he is the minister of God to thee for good. But if thou do that which is evil, be afraid; for he beareth not the sword in vain: for he is the minister of God, a revenger to execute wrath upon him that doeth evil.
5. Wherefore ye must needs be subject, not only for wrath, but also for conscience sake.
Note: Jerald Finney, a Baptist and a lawyer, in his book “Separation of Church and State” and in his blog of the same title argues strongly and passionately against the incorporation of churches. He states in Chapter 3 of his book:“A New Testament church cannot be organized according to the principles of both the Bible and civil law. Should a church organize, even partially, according to the principles of civil law, that church cannot also be in conformity to the principles of church organization laid down in the Word of God. For example, a church which incorporates is not a New Testament church.”
Finney’s blog contains a lot more articles of interest for pastors considering whether or not to incorporate their churches or ministries. Biblical Law Center, a ministry of the Indianapolis Baptist Temple under Dr. Greg Dixon, also provides a lot of articles on the issue of non-registration of churches.
