Should Bible schools apply for recognition from the CHED?

Update as of October 17, 2018: School that granted Daniel Matsunaga honorary degree not recognized—CHED (Phil. Daily Inquirer) The Commission on Higher Education (CHED) said that a school that recently conferred an honorary degree on actor and model Daniel Matsunaga is an unrecognized higher education institution (HEI). In a statement released yesterday, Sept. 11, CHED said that the Brethren Evangelical School of Theology (BEST), which is based in Gapan, Nueva Ecija, does not have a permit to operate, as per CHED records. CHED: Nueva Ecija school that gave Daniel Matsunaga honorary degree unauthorized (Rappler) The Commission on Higher Education (CHED) on Wednesday, September 12, said Brethren Evangelical School of Theology (BEST) in Gapan, Nueva Ecija is not authorized to confer an honorary degree. The statement came after the institution apparently conferred an honorary Ph.D. in Humanities, major in Social Work to Daniel Matsunaga, a model and actor. In the first place, CHED pointed out, BEST is not even recognized as a Higher Education Institution (HEI) in the Philippines. “Based on CHED records, the school has never applied for an authority to operate from the Commission and is not recognized as a Higher Education Institution (HEI) in the Philippines,” said CHED officer-in-charge and spokesperson Prospero de Vera. CHED said BEST violated policies and guidelines under CHED Memorandum Order (CMO) No. 19, series of 2014 or the “Enhanced Policies and Guidelines on the Conferment of Honorary Doctorate Degrees by Higher Education Institutions (HEIs).” “The public is hereby advised that the awarding of an Honorary Doctorate Degree or Honoris Causa by Brethren Evangelical School of Theology to any person will not be recognized by the Commission on Higher Education,” De Vera said, adding that it would impose “necessary sanctions” against BEST. BEST Brethren Evangelical School of Theology (FB page) Brethren Evangelical School of Theology -Visayas Group This is a religious institution School situated in Gapan, Nueva Ecija. The aim of the institution is to help minister and church worker, and others whose heart and mind deserve to have this kind of learning and course to maximize their potentials by having credentials through the method of C.A.P.E, Customized Acceleration Program on Education. By Bishop Emmanuel E. Alano, (AB Theology, Bachelor of Theology, Bachelor of Arts in Pastoral Leadership, Master of Divinity, Doctor in Christian Ministry, PhD, in Christian Education and Public Administration): Brethren Evangelical School of Theology or B.E.S.T, is a God’s Loving Care International Church, Gapan, Nueva Ecija based, religious institution-school (which is in consortium with Living Rock Global Academy, a CHED accredited college) and founded by the Bishop Ariel P. Coleto, a graduate of Northwestern Theological Seminary, located in Florida, USA, whose vision is to professionalize and elevate the status of ministers and church workers of the Lord Jesus Christ for the glory of God’s Holy Name in this modern but decadent world.  Bishop Coleto, the president-professor of said school, uses the method of teaching called C.A.P.E which means Customized Acceleration Program of Education. In relation to the Tyndale decision and “Illinois Bible Colleges v. Anderson” case: Unregulated Religious Colleges Stir Fears of Diploma Mills (Texas Tribune) Relevant resource: Academic Freedom in Religious Colleges and Universities - Duke Law

Bible schools that are run by evangelical or fundamentalist churches can be found all over the Philippines, and in this post, I will discuss whether recognition with the Commission on Higher Education is necessary. At present, only a handful of Bible schools are recognized by the CHED. Some Bible schools in Metro Manila, on the other hand, have sidestepped the issue of CHED recognition by networking with a US seminary. It is the US seminary that grants the degree, not the Bible school in the Philippines.

(Please read the article Musings about Accreditation by Dr. Kevin T. Bauder of the Central Baptist Theological Seminary.

Governments around the world, including the Philippines, have generally been strict over the use of the words “college, university, seminary, credit, and degree.” If schools want to use these words as part of their name or want to grant degrees to their graduates, then they must seek recognition from government authorities.

In the Philippine context, that recognizing authority is the CHED, which was established in May 18, 1994 through Republic Act 7722 or the “Higher Education Act of 1994.” The CHED’s policies on voluntary accreditation in aid of quality and excellence in higher education are outlined in Commission Order 31, s. 1995. The CHED can close down any school that violates its regulations.

The CHED recognizes the educational institution, but accreditation comes from private agencies. Voluntary accreditation of all higher education institutions is subject to the policies of the Commission on Higher Education. Voluntary accrediting agencies in the private sector are the Philippine Accrediting Association of Schools, Colleges and Universities (PAASCU), the Philippine Association of Colleges and Universities' Commission on Accreditation (PACUCOA), and the Association of Christian Schools, Colleges and Universities Accrediting Association Inc. (ACSCU-AAI) which all operate under the umbrella of the Federation of Accrediting Agencies of the Philippines (FAAP), which itself is the certifying agency authorized by CHED. Accreditation can be either of programs or of institutions. (Wikipedia)

Conflicting views on the necessity or desirability of recognition and accreditation of Bible schools

Some Bible colleges in the US see nothing wrong with obtaining recognition from the State. For example, Southwestern Baptist Theological Seminary in Texas is a fully accredited private, non-profit institution of higher learning.

On the other hand, some Bible schools in the US believe that State regulation of Bible schools is not Biblical. These schools also believe that the establishment of a Bible school is an exercise of the Constitutionally-protected freedom of religion. In brief, “freedom of religion” implies unfettered freedom to worship, to print instructional materials, and to train teachers and organize schools in which to teach things that include religion. “Freedom of religion” means that any church or denomination can organize and maintain a Bible school without having to seek authority from the State.

Benefits from and criticism of recognition and accreditation, Philippine context

In the Philippines, those who desire CHED recognition of Bible schools say that recognition is beneficial and desirable for several reasons:

1. Recognition makes it easier for foreign students to come into the country and study in Bible school.

2. Bible school graduates who want to pursue higher education or other college courses can do so because the subjects they have taken or the degree they have obtained will be credited in secular colleges.

3. Bible school graduates can find employment in secular jobs because the degree they received will be accepted by companies.

4. Quality standards of teaching and facilities will be guaranteed.

The main criticism against these so-called benefits of CHED recognition is that Bible schools exist primarily, if not exclusively, to equip and train pastors, missionaries, evangelists, church workers, and lay leaders for the fulfillment of the Great Commission.

Under what circumstances should a Bible school seek recognition and accreditation? Does the government have authority to control the training of pastors and ministers?

My main point is this: CHED recognition becomes necessary if (1) the Bible school uses the word “college” or “university“ as part of its name, or (2) grants degrees like Bachelor of Theology, Bachelor of Christian Education, etc.

Thus, if the Bible school uses the words “institute” or “seminary,” then CHED recognition is not necessary. If the Bible school does not grant degrees but gives to its graduates, for example, a certificate of merit for completing a training program for pastors or missionaries, then again, CHED recognition is not necessary. The guiding principle is that “the State has no authority or competence to control the training of pastors and ministers.” (More on this below)

Can the Philippine government compel Bible schools to seek recognition from the CHED?

Several pastors who have church-based schools using the ACE or School of Tomorrow curriculum have approached me for legal advice. They told me that the Regional Offices of the Department of Education have been pressuring them to obtain government recognition through the submission of some 17 to 25 documentary requirements. My answer has always been for these pastors to network with other leaders of church-based schools that are experiencing the same kind of problem and to ask for legal help from the SOT itself.

The question is, can the Philippine government through the CHED force Bible schools to submit to regulation or accreditation?

In the United States, “22 states regulate religious schools to varying degrees, while 28 states have no regulations.” Some of the private entities that accredit Bible schools in the US are the Association of Advanced Rabbinical and Talmudic Schools (AARTS); Association of Theological Schools in the United States and Canada (ATS); Association for Biblical Higher Education (ABHE), and Transnational Association of Christian Colleges and Schools (TRACS).

Non-accreditation can lead to penalties or even the closure of the school. For example, in 1998 the state of Texas fined Tyndale Theological Seminary and Bible Institute (a non-accredited school in Fort Worth) $173,000 for issuing degrees as without a license and for its unauthorized use of the term “seminary”. Tyndale is an evangelical and dispensational Bible school.

The facts of the HEB Ministries/Tyndale case

(from the text of the Texas State Supreme Court August 2007 decision)

Petitioner HEB Ministries, Inc., a church in Fort Worth operates a school, Tyndale Theological Seminary and Bible Institute, which was founded in the early 1990s to offer a biblical education in preparation for ministry in churches and missions. By 1999, its campus consisted of a library, four or five classrooms, administrative offices, a small bookstore, and a computer department, and its enrollment was 300-350 students, with over three-fourths in correspondence courses.

Tyndale’s 1997-1998 course catalog stated: At Tyndale our focus is upon you — the professional minister or motivated layman who wishes to make a difference for Christ in our world. You are the most important part of the TYNDALE equation. Our job is to meet your needs — to meet you half-way with quality Bible courses that help you in your ministry endeavor.

The catalog also contained a lengthy “Doctrinal Statement” setting out Tyndale’s positions on issues of faith. The catalog listed 172 courses, 162 of which were in religious subjects. Of the other ten, three were in general education — “Basic English Grammar & Composition”, “Read, Research & Study Basics”, and “Ancient World History” — and seven were in typing, word processing, and use of the Internet, offered by the “Department of Theological and Biblical Research”. The catalog offered 20 “diplomas”, all in religious subjects.

Tyndale’s catalog offered no “diploma” in any secular subject and no “degree” of any kind, but it characterized programs of study required for a diploma as equivalent to programs of study required for a degree at the same level. For example, the catalog referred to its “Diploma Of Theological Studies” program as a “bachelor equivalent program” and “bachelor equivalent course of studies”, and the “Master of Arts Level Diploma” in “Counseling” as a “Masters Level Program”.

The course catalog did not state that Tyndale’s diplomas were the equivalent of college degrees, but neither did it state that they were not; it was silent on the subject. The catalog stated that Tyndale and Louisiana Baptist Theological Seminary were “going forward with parallel programs [in prophetic studies] and exchange of credits between the two institutions”, but did not otherwise say that Tyndale academic credits could be applied toward earning degrees.

In 1998, Tyndale had never been accredited by an agency recognized by the Coordinating Board and had never obtained a certificate of authority from the Board. Tyndale never sought accreditation or a certificate of authority for what it describes as “doctrinal reasons”. In its 1997-1998 course catalog, Tyndale described its position on accreditation as follows:

Many seminaries are on shifting sands. They feel they must impress the world or the culture with their intellectualism. Thus, some schools are spending large sums of money on appearance and are no longer focusing on the substance — strong theology, solid Bible courses, practical language exegesis, etc.

What validates Tyndale? Tyndale believes it is affirmed by its Board of Advisors, Board of Governors, the students attending and, the world-class Guest Faculty who give our students the best of academics and the greatest training in the spiritual message of the Scriptures. But again, many schools seek RECOGNITION and AFFIRMATION from the state, from secular associations or professional groups that really have no business meddling in biblical matters.

The approach of many seminaries and Bible schools is obsolete and antiquated. They are still trying to be, as they call it, “traditional” schools. But mainly, they simply try to keep up with the Joneses. They attempt to look and act like secular universities. But in reality, a school like Tyndale, and other schools with our convictions, are the ones that are traditional, not the other way around.

For example, in the 1960s, most Christian schools were not accredited, nor did the best want to be. They were satisfied with serving the Lord by being complete and whole within their framework and calling. As well, a student could get the best education at these institutions and know he had not been compromised with the culture. But in the 1970s, a push was on for state approval and accreditation. “We want state and federal government approval. We want the world to like us?” [sic] Did any of this have anything to do with the quality or teaching message of those schools? It did not! When one of the big seminaries became accredited in the 1970s, almost all of the older faculty and all of the graduates testify that the school went down hill — not in a certain secular quality manner, but in its message and commitment to truth and the Gospel.

One of the largest Christian Universities in America has said, “We will not become accredited!” That school today is highly respected and other schools want their graduates. Accreditation or lack of it has not had anything to do with the school’s quality or mission.

At commencement exercises on June 26, 1998, Tyndale recognized graduates with 34 awards, listed in the program with titles as follows:

“Certificate of Biblical Studies (Cert. BS)” — two;
“Diploma of Basic Biblical Studies (Dip. BBS)” — three;
“Associate of Biblical Studies (ABS)” — one;
“Diploma of Advanced Biblical Studies (Dip. ABS)” — one;
“Bachelor Level Diploma in Biblical Studies (BBS)” — two;
“Bachelor Level Diploma in Theological Studies (Dip. Th.S.)” — six;
“Diploma of Christian Studies (DCS)” — two;
“Master of Arts (MA)” — nine;
“Master of Theology (Th.M.) — two;
“Doctor of Ministries (D.Min)” — one;
“Doctor of Theology (Th.D)” — two;
“Doctor of Philosophy (Ph.D)” — three.

In conferring these awards, Tyndale did not use the word “degree.” Nevertheless, the Commissioner of Higher Education fined Tyndale $173,000.00 for for using the word "seminary" and issuing theological degrees without receiving government approval.

Attorneys of the Liberty Legal Institute then filed a suit in district court against the state for violating the U.S. and state constitutions. The suit, entitled “HEB Ministries v. Texas Higher Education Coordinating Board” and filed on behalf of Tyndale as well as two other other seminaries in Texas, argued that government attempts to control the religious training of seminaries are unconstitutional. The Austin Court of Appeals ruled in favor of the state and the case was appealed to the Texas Supreme Court.

“The State has no authority or competence to control the training of pastors and ministers”

In August 2007, the Texas State Supreme Court ruled in favor of Tyndale, saying that “state education requirements affecting the institutions ‘impermissibly intrude’ upon religious freedom protected by the U.S. and Texas constitutions.”

The Court ruled that “since the government cannot determine what a church should be, it cannot determine the qualifications a cleric should have or whether a particular person has them. Likewise the government cannot set standards for religious education or training.”

Does the HEB Ministries/Tyndale ruling apply here in the Philippines?

The freedom of religion clause of our 1987 Constitution is of American origin. Thus, interpretations and decisions of the United States Supreme Court with regards freedom of religion are given great weight by our own Supreme Court. In the landmark case of Estrada vs. Escritor (which I also discussed in this blog) for example, our High Court cited numerous passages from US Supreme Court decisions.

Should the issue of recognition or accreditation of Bible schools in the Philippines ever reach our courts, then we can cite the Texas State Supreme Court ruling in Tyndale that “the State has no authority or competence to control the training of pastors and ministers.”

Read the complete Tyndale decision of the Texas State Supreme Court

Related US case: “Illinois Bible Colleges v. Anderson”

Backgrounders from Illinois Bible colleges sue for right to issue degrees (Chicago Tribune):

Bible colleges in Illinois have filed a federal lawsuit against state education regulators, seeking the unencumbered right to award degrees to students who complete their programs. 

The crux of the issue is the word “degrees.” Currently, the schools can offer “diplomas” or “certificates” to students who complete coursework, Scudder says. But the schools can’t stay competitive unless they offer “degrees,” he said, a term that has great meaning to prospective students, particularly international students.

Update as of March 26, 2015:

Should Unaccredited Bible Colleges Be Allowed to Grant Degrees? (Christianity Today)

“College students strive for one goal: a degree. Dayspring Bible College and Seminary wants to give them one after they complete its programs. But the suburban Chicago school only issues certificates and diplomas. The Illinois Board of Higher Education forbids Dayspring from offering a ‘degree’ because it doesn’t meet accreditation standards.

“Earlier this year, Dayspring and a handful of other Illinois-based Bible colleges filed a federal lawsuit accusing the state board of overstepping the First Amendment and infringing on their rights to free religious exercise and free speech.”

Illinois Bible colleges sue for right to issue degrees (Chicago Tribune)

“Bible colleges in Illinois have filed a federal lawsuit against state education regulators, seeking the unencumbered right to award degrees to students who complete their programs.”

Update as of January 18, 2017

Illinois Bible Colleges Head to Court of Appeals (Illinois Review, December 5, 2016)

On March 28, 2016, almost one year after the parties finished briefing on the State’s motion to dismiss, District Court Judge Sharon Coleman dismissed the Bible colleges’ case. Although the lower court took a long time to issue a ruling, the Court of Appeals promptly scheduled oral argument and has allotted each side twenty-five minutes to present arguments.

The Bible colleges are encouraged that the Court of Appeals has decided to act quickly and that it has granted almost three times as much time for oral argument than the average case. These signs indicate that the Court of Appeals appreciates the significance of the Bible colleges’ constitutional arguments and the impact that a ruling will have on religious liberty in post-secondary education.

Christian colleges don't have implicit constitutional right to award degrees free of state regulation, judge says (Cook County Record, March 29, 2016)

The First Amendment does not shield Christian colleges from state authority to regulate degree-awarding higher educational institutions, a federal judge has ruled.

On March 28, U.S. District Judge Sharon Johnson Coleman ruled in Chicago federal court to dismiss a legal challenge brought in 2015 by the Illinois Bible Colleges Association, several affiliated institutions and a student at one of the colleges, asserting the Illinois Board of Higher Education should not have authority under the U.S. Constitution to set standards by which religious colleges can be allowed to confer degrees to graduates.

“Plaintiffs here are essentially seeking to teach any subject in any manner and to describe student achievement in whatever way they choose, entirely free from government oversight, under the auspices of religious freedom,” Coleman wrote.

“They should seek the exemption through the legislative process rather than by injunction,” she said, adding, “Such a result simply is not compelled by the First Amendment.”

The decision delivered a blow to the efforts by the association and its member institutions to secure a declaration Christian colleges and similar religious educational institutions should be free, under the U.S. Constitution, to award degrees to students without first meeting curricular and other requirements demanded by the IBHE and similar state regulators of colleges and universities.

 Update as of November 22, 2017:

The United States Court of Appeals, Seventh Circuit, in Illinois Bible Colleges v. Anderson (decided on August 29, 2017), ruled against Dayspring Bible College and the other Illinois Bible colleges, stating that the Constitutional rights of the Bible colleges have not been violated:

“The Bible Colleges and student Pietsch seek a complete exemption from the Illinois statutes governing oversight of post-secondary education based on the Free Exercise and Establishment Clauses of the constitution. But the Illinois statutes apply equally to secular and religious post-secondary institutions and are thus neutral and generally applicable. The State also has several secular reasons for requiring Board oversight of the educational institutions—to safeguard students and employers from sub-standard or fraudulent degrees and to protect legitimate institutions of higher learning from dilution of their degrees. The statutes also do not advance or inhibit religion or excessively entangle the government with religion. Accordingly, the district court properly dismissed the plaintiffs’ religious-clause claims.”

Soul Winning Leadership Conference with Dr. Mike Wells, September 8-11, Bethany Makati

Free and open to all churches in Luzon areas. Please call 831-7734 and 831-4123 for details.

1. Starts from 9 AM general assembly Monday and will run daily from 6:30 AM campus outreach until the evening service. The Team is led by keynote speaker - Dr. Mike Wells. Other members of the team are Dr. Marshall Carson and Bro. Anthony Jones. Dr. Dimver Andales will speak in the morning services from Monday to Wednesday.

2. Conference will conclude on Thursday September 11 morning service with Dr. Wells as speaker.

3. Every delegation from church or mission church in Luzon area should include preferably the pastor, wife and 3 workers. This is to accommodate all churches who wish to participate.

4. Register early and avoid the rush. In-house guests from outside Metro Manila, please pre-register at 831-7734/831-4123.

Registering a local Baptist church with the SEC as a religious society or aggregate; what is a corporation sole?

I have previously written about the desirability and necessity of registering local Baptist churches with the Securities and Exchange Commission. I subsequently wrote about sample Constitutions and by-laws which local churches can use instead of the SEC-issued forms. In this post, I will discuss:

1. Registering a church as a religious society or aggregate
2. Provisions of the Corporation Code of the Philippines on religious society or aggregate
   
3. Powers and capacity of a corporation
4. Revocation of SEC registration for non-submission of annual reportorial requirements
5. Church registration with SEC good only for 50 years; how to extend the term
6. Consequences for a church losing its legal personality through expiration of corporate term or revocation of SEC registration
7. What is the difference between a deacon and a trustee?
   
8. Practical difficulties with a religious society or aggregate
9. What is a corporation sole?
10. Can a non-Filipino pastor, bishop, elder, etc. be a corporation sole?
11. In a corporation sole, if the church buys real property, who will be registered in the title as the owner?
12. Practical problems with a corporation sole
13. Does the concept of the corporation sole conflict with the Baptist distinctive of congregational church government?
14. Provisions of the Corporation Code of the Philippines on corporation sole
    

Registering a church as a religious society or aggregate

A church can be registered with the SEC as a religious society or aggregate (multiple directors, with minimum of five). Posted below are the provisions of BP 68 “Corporation Code of the Philippines” on religious society/aggregate:

Sec. 116. Religious societies. - Any religious society or religious order, or any diocese, synod, or district organization of any religious denomination, sect or church, unless forbidden by the constitution, rules, regulations, or discipline of the religious denomination, sect or church of which it is a part, or by competent authority, may, upon written consent and/or by an affirmative vote at a meeting called for the purpose of at least two-thirds (2/3) of its membership, incorporate for the administration of its temporalities or for the management of its affairs, properties and estate by filing with the Securities and Exchange Commission, articles of incorporation verified by the affidavit of the presiding elder, secretary, or clerk or other member of such religious society or religious order, or diocese, synod, or district organization of the religious denomination, sect or church, setting forth the following:

1. That the religious society or religious order, or diocese, synod, or district organization is a religious organization of a religious denomination, sect or church;

2. That at least two-thirds (2/3) of its membership have given their written consent or have voted to incorporate, at a duly convened meeting of the body;

3. That the incorporation of the religious society or religious order, or diocese, synod, or district organization desiring to incorporate is not forbidden by competent authority or by the constitution, rules, regulations or discipline of the religious denomination, sect, or church of which it forms a part;

4. That the religious society or religious order, or diocese, synod, or district organization desires to incorporate for the administration of its affairs, properties and estate;

5. The place where the principal office of the corporation is to be established and located, which place must be within the Philippines; and

6. The names, nationalities, and residences of the trustees elected by the religious society or religious order, or the diocese, synod, or district organization to serve for the first year or such other period as may be prescribed by the laws of the religious society or religious order, or of the diocese, synod, or district organization, the board of trustees to be not less than five (5) nor more than fifteen (15). (160a)

Powers and capacity of a corporation

Sec. 36 of BP 68 Corporation Code of the Philippines enumerates the powers and capacity of a corporation:

Every corporation incorporated under this Code has the power and capacity:

1. To sue and be sued in its corporate name;

2. Of succession by its corporate name for the period of time stated in the articles of incorporation and the certificate of incorporation;

3. To adopt and use a corporate seal;

4. To amend its articles of incorporation in accordance with the provisions of this Code;

5. To adopt by-laws, not contrary to law, morals, or public policy, and to amend or repeal the same in accordance with this Code;

6. In case of stock corporations, to issue or sell stocks to subscribers and to sell stocks to subscribers and to sell treasury stocks in accordance with the provisions of this Code; and to admit members to the corporation if it be a non-stock corporation;

7. To purchase, receive, take or grant, hold, convey, sell, lease, pledge, mortgage and otherwise deal with such real and personal property, including securities and bonds of other corporations, as the transaction of the lawful business of the corporation may reasonably and necessarily require, subject to the limitations prescribed by law and the Constitution;

8. To enter into merger or consolidation with other corporations as provided in this Code;

9. To make reasonable donations, including those for the public welfare or for hospital, charitable, cultural, scientific, civic, or similar purposes: Provided, That no corporation, domestic or foreign, shall give donations in aid of any political party or candidate or for purposes of partisan political activity;

10. To establish pension, retirement, and other plans for the benefit of its directors, trustees, officers and employees; and

11. To exercise such other powers as may be essential or necessary to carry out its purpose or purposes as stated in the articles of incorporation.

Non-submission of annual reportorial requirements leads to revocation of SEC registration

Some pastors and churches think that they do not have to do anything else once they have registered with the SEC. Please take note that the SEC requires all registered corporations to submit annually certain requirements (audited financial statement, names of elected officers, etc). The SEC imposes penalties for non-submission of these requirements. The total amount of penalties is commensurate with the number of years the church has not submitted its reportorial requirements. One pastor I know told me that his church has been penalized Php 50,000.00 for its non-submission of the reportorial requirements for the last five years.

The SEC revokes the certificate of registration of a church as a religious corporation if it fails to file the reportorial requirements and pay the penalties. Two Baptist pastors have told me that since their churches could not pay the penalties, they have opted to register their respective churches as new corporations.

Church registration with SEC good only for a period of 50 years; how to extend the term

Section 11 of BP 68 Corporation Code of the Philippines states:

Sec. 11. Corporate term. - A corporation shall exist for a period not exceeding fifty (50) years from the date of incorporation unless sooner dissolved or unless said period is extended. The corporate term as originally stated in the articles of incorporation may be extended for periods not exceeding fifty (50) years in any single instance by an amendment of the articles of incorporation, in accordance with this Code; Provided, That no extension can be made earlier than five (5) years prior to the original or subsequent expiry date(s) unless there are justifiable reasons for an earlier extension as may be determined by the Securities and Exchange Commission.

Please take note that Section 11 does not distinguish as to private corporation, educational corporation, religious corporation, stock or non-stock corporation. It simply states that “A corporation shall exist for a period not exceeding fifty (50) years from the date of incorporation unless sooner dissolved or unless said period is extended.” Section 116 also does not provide that a religious society or aggregate is exempt from the coverage of Section 11.

(Please take note also that prior to 1980 when BP 68 Corporation Code of the Philippines became effective, the governing law for corporations was Act 1459 which became effective on April 1, 1906. Act 1459 provided for a maximum non-extendible corporate term of 50 years. However, Republic Act 3531 amended Section 18 of the Corporation Law, allowing domestic private corporations to extend their corporate life beyond the period stated by the articles of incorporation for a term not exceed 50 years in any one instance. This amendment is now part of Section 11 of BP 68.)

The 50-year period starts upon the issuance to the church of the certificate of registration as a religious corporation by the SEC. If a church registered with the SEC is nearing the end of its 50-year term, it should therefore file for extension. The filing can be done as early five years before the end of the 50-year term. (Some of the pioneer Baptist churches in the Philippines were registered with the SEC in the 1950s and 1960s; they should take note of this 50-year limit and take the necessary steps.)

Consequences if the church as a religious corporation loses its legal personality through revocation of SEC registration or failure to file for extension of its corporate term; winding up period of three years

As Section 11 provides, the church as a religious corporation will lose its status as an SEC-registered corporation and its legal personality as such. As a consequence of losing its legal personality, the church as a religious corporation (or any corporation for that matter) will lose its powers and capacities under Section 36.

Under Section 122 of BP 68, however, the church as a religious corporation (like any other corporation) has a three-year period from the end of its corporate term to “wind up” its corporate affairs. The said section states:

Sec. 122. Corporate liquidation. - Every corporation whose charter expires by its own limitation or is annulled by forfeiture or otherwise, or whose corporate existence for other purposes is terminated in any other manner, shall nevertheless be continued as a body corporate for three (3) years after the time when it would have been so dissolved, for the purpose of prosecuting and defending suits by or against it and enabling it to settle and close its affairs, to dispose of and convey its property and to distribute its assets, but not for the purpose of continuing the business for which it was established.

At any time during said three (3) years, the corporation is authorized and empowered to convey all of its property to trustees for the benefit of stockholders, members, creditors, and other persons in interest. From and after any such conveyance by the corporation of its property in trust for the benefit of its stockholders, members, creditors and others in interest, all interest which the corporation had in the property terminates, the legal interest vests in the trustees, and the beneficial interest in the stockholders, members, creditors or other persons in interest.

Upon the winding up of the corporate affairs, any asset distributable to any creditor or stockholder or member who is unknown or cannot be found shall be escheated to the city or municipality where such assets are located.

Except by decrease of capital stock and as otherwise allowed by this Code, no corporation shall distribute any of its assets or property except upon lawful dissolution and after payment of all its debts and liabilities.

Please take note that this “winding up” period of three years is for settling and closing the affairs of the church as a religious corporation (I will discuss below the distinction between the church as an SEC-registered corporation and as a Biblical institution). As the Supreme Court ruled in the 1968 case of Alhambra Cigar & Cigarettes Manufacturing Inc. vs. SEC (24 SCRA 269), the three-year period is for the final closure of the corporation’s affairs. The period is specifically for:

(1) Prosecuting and defending suits by or against it and enabling it to settle and close its affairs; and

(2) Disposing of and conveying its property and to distribute its assets to trustees for the benefit of stockholders, members, creditors, and other persons in interest, but not for the purpose of continuing the business for which it was established.

What will happen if the church as a religious corporation failed to file for extension of its corporate term and the three year period for winding up either lapsed without its knowledge or without complying with Section 122? Well, as Section 122 states, the properties of the corporation can possibly be escheated in favor of the town or city where the properties are located. This means that the properties of the corporation will now become the properties of that town or city. Escheat proceedings are governed by Rule 91 of the Rules of Court.

What will happen to the properties of the church if it is dissolved or loses its legal personality?

Religious corporations (whether religious society or aggregate or corporation sole) are classified as non-stock corporations. Subject to the three-year winding up period under Section 122 of the Corporation Code as discussed above, the church must comply with Sections 94 and 95:

Sec. 94. Rules of distribution. - In case dissolution of a non-stock corporation in accordance with the provisions of this Code, its assets shall be applied and distributed as follows:

1. All liabilities and obligations of the corporation shall be paid, satisfied and discharged, or adequate provision shall be made therefore;

2. Assets held by the corporation upon a condition requiring return, transfer or conveyance, and which condition occurs by reason of the dissolution, shall be returned, transferred or conveyed in accordance with such requirements;

3. Assets received and held by the corporation subject to limitations permitting their use only for charitable, religious, benevolent, educational or similar purposes, but not held upon a condition requiring return, transfer or conveyance by reason of the dissolution, shall be transferred or conveyed to one or more corporations, societies or organizations engaged in activities in the Philippines substantially similar to those of the dissolving corporation according to a plan of distribution adopted pursuant to this Chapter;

4. Assets other than those mentioned in the preceding paragraphs, if any, shall be distributed in accordance with the provisions of the articles of incorporation or the by-laws, to the extent that the articles of incorporation or the by-laws, determine the distributive rights of members, or any class or classes of members, or provide for distribution; and

5. In any other case, assets may be distributed to such persons, societies, organizations or corporations, whether or not organized for profit, as may be specified in a plan of distribution adopted pursuant to this Chapter. (n)

Sec. 95. Plan of distribution of assets. - A plan providing for the distribution of assets, not inconsistent with the provisions of this Title, may be adopted by a non-stock corporation in the process of dissolution in the following manner:

The board of trustees shall, by majority vote, adopt a resolution recommending a plan of distribution and directing the submission thereof to a vote at a regular or special meeting of members having voting rights. Written notice setting forth the proposed plan of distribution or a summary thereof and the date, time and place of such meeting shall be given to each member entitled to vote, within the time and in the manner provided in this Code for the giving of notice of meetings to members. Such plan of distribution shall be adopted upon approval of at least two-thirds (2/3) of the members having voting rights present or represented by proxy at such meeting. (n)

In terms of properties donated to the church, either paragraph (2) or (3) of Section 94 will apply. The terms and conditions of the Deed of Donation must be looked into to determine which sub-paragraph applies.

(Please take note that under the New Civil Code of the Philippines, donations worth more than five thousand pesos or of real property are required to be in writing. Also, I have mentioned elsewhere that mother churches should consider setting terms and conditions in donating real property to their daughter churches or mission works. Such terms and conditions must however must take into consideration the Baptist distinctive of the autonomy of local churches.)

If the church as a religious corporation loses its legal personality through the expiration of its corporate term or through revocation of its SEC certificate of registration, is it no longer a church?

Here we have to make distinctions between the church as a Biblical institution and as an SEC-registered religious corporation.

Section 122 of BP 68 states that if a corporation has been dissolved “… it shall nevertheless be continued as a body corporate for three (3) years after the time when it would have been so dissolved, for the purpose of prosecuting and defending suits by or against it and enabling it to settle and close its affairs, to dispose of and convey its property and to distribute its assets, but not for the purpose of continuing the business for which it was established.” Thus in the cases of “Buenaflor vs. Camarines Sur Industry Corp” (108 Phil 472) and “Cebu Port Labor Union vs. States Marine Corp” (101 Phil 468), the dissolved corporations were not allowed to continue their business (selling ice and shipping respectively) during the three-year winding up period. Can the same be true of an SEC-registered church that has lost its legal personality through non-extension of its corporate term or revocation of its registration?

The Supreme Court decisions on the matter of corporate dissolution have involved private corporations engaged in business activities and not religious corporations. The SEC registration is a prerequisite before business licenses by various government agencies or offices can be issued. Without such registration, therefore, business licenses could not longer be issued or remain valid.

The activities of a church, on the other hand, are evangelism, worship and missions, for which no government licenses are required or necessary (unlike in some countries like Bangladesh or Restricted Access Nations). As I noted in my Legal Updates blog post on registering local Baptist churches with the Securities and Exchange Commission, the church as a Biblical institution can exist even without SEC registration. One reason however why it is desirable or necessary for the church to register with the SEC as a religious corporation is to be able to purchase and own property under its own name, rather than under the name of the pastor or of some members. Without such SEC registration, the property cannot be titled in the name of the church.

Thus, a church that has lost its legal personality through non-extension of its corporate term or revocation of its SEC registration can, as a Biblical institution, continue its “business” of evangelism, worship and missions since no government license is necessary for such activities under the freedom of religion clause of our Constitution. However, as with private corporations engaged in business, the church as a religious corporation can no longer exercise the corporate powers and capacity enumerated under Section 36 of BP 68.

US Supreme Court decision on the two entities of the incorporated church

The United States Supreme Court in 20 AM JUR 2D § Religious Societies 5 (2007) stated:

“In determining the threshold question of the applicability of religious corporation law, a court will look to the provisions of the corporation’s certificate of incorporation as well as the actual practices of the organization as revealed in it papers.

“A church society, by incorporating does not lose its existence or become wholly merged in the corporation. The religious corporation and the church, although one may exist within the pale of the other, are in no respect correlative. The objects and interests of the one are moral and spiritual; the other deals with things temporal and material. Each as a body is entirely independent and free from any direct control or interference by the other.

“Thus, where is an incorporated church, there are two entities – the one, the church as such, not owing its ecclesiastical or spiritual existence to the civil law, and the other, the legal corporation – each separate, although closely allied. The former is purely voluntary and is not a corporation or a quasi corporation. On the other hand, a corporation which is formed for the acquisition and taking care of the property of the church, must be regarded as a legal personality, and is in no sense, ecclesiastical in its function.”

What is the difference between a deacon and a trustee?

Deacon is a Biblical officer, the other officer being the pastor (bishop or elder). On the other hand, trustee refers to the officer of the religious society or aggregate as provided by law. Some churches therefore have a board of deacons and, to fulfill the legal requirement, also have a different board of trustees. On the other hand, some churches in the election (or selection) of deacons provide that the deacons will automatically be the trustees.

Practical difficulties with a religious society or aggregate

The practical problems that some churches have with a religious society/aggregate are the difficulty of calling for meetings and of arriving at decisions. At the trivial end, some pastors have said, "Do we still need to have a meeting just to talk about whether we should buy a can of floor wax?" At the other extreme, some churches have been dominated by the board of trustees at the expense of the Biblical leadership of the pastor. (The ideal church, as someone said, is pastor-led, board of trustees-supported, deacon-served and congregationally-approved.)

With a corporation sole, what is being incorporated is not the church itself but the office of the pastor, bishop, elder, etc.

Update as of June 10, 2017: In registering a corporation sole, the SEC previously used the general format “Pastor (Bishop) of Baptist Church of ________” for the name. For example, you may have “Senior Pastor of Grace Baptist Church” or “Bishop of Faith Baptist Church Metro Manila” as the name of a corporation sole. But recently, the SEC has allowed the use of, for example, “Grace Baptist Church” or “Faith Baptist Church Metro Manila” as the name for the corporation sole. I don't agree with this new SEC policy for two reasons. First, as I discussed, in a corporation sole, it is not the church, but the office of the pastor or bishop that is being incorporated. Second, the new SEC policy causes confusion. For example, with “Senior Pastor of Grace Baptist Church”, you can immediately know that it is a corporation sole. But with the name, for example, of “Grace Baptist Church”, you don't know whether it is a corporation sole or a religious society (aggregate). You need to examine the certificate of registration or inquire with the SEC.

The corporation sole is the second kind of religious corporation provided under the Corporation Code of the Philippines. There are a lot of misconceptions about what a corporation sole is. For example, one church in Metro Manila states in its website that “the name of the church is Baptist Church of ________ but its corporate name is Senior Pastor of Baptist Church of ________”. Please take note that with a corporation sole, what is being incorporated is not the church itself but the pastor, bishop, elder, etc. (or technically, the office of such religious leader).

Once the pastor, bishop. elder, etc. (or technically his office) has been formed into a corporation sole, he now acts by himself in administering and managing the affairs, properties, etc. of the church. Needless to say, the church itself does not have to register with the SEC although it will have its internal, binding rules for church membership, rights and responsibilities of members and officers, etc. There is no legal or practical point for a church to register as a religious society or aggregate AND at the same time register the office of its pastor as a corporation sole.

Perpetuity of the corporation sole

For example, Pastor “A” who formed the corporation sole dies. Once Pastor “B” the successor to the office of the pastor has been chosen or elected according to the rules of the church, then Pastor “B” is now the corporation sole. This called in law as “perpetuity”. The Supreme Court in “Roman Catholic Apostolic Adm. of Davao, Inc. vs. LRC” (102 Phil. 596, December 20, 1957) citing an American case, said,

“A corporation sole consists of one person only, and his successors (who will always be one at a time), in some particular station, who are incorporated by law in order to give them some legal capacities and advantages, particularly that of perpetuity, which in their natural persons they could not have had.”

Please take note that this so-called “perpetuity” does not exempt the corporation sole from the coverage of Sections 11 of BP 68 (50-year corporate term as discussed above).

What if the pastor resigns, retires, or dies? Disputes as to who the rightful corporation sole is

[1] There must be rules as to the succession of the corporation sole: As discussed above, there is perpetuity in the office of the corporation sole. Section 111, paragraph 4 of the Corporation Code of the Philippines requires that the articles of incorporation of the corporation sole must provide for the manner in which any vacancy occurring in the office of chief archbishop, bishop, priest, minister, rabbi or presiding elder is required to be filled, according to the rules, regulations or discipline of the religious denomination, sect or church to which he belongs. Section 114 of the Corporation Code of the Philippines outlines the process of filling vacancies in the office of the corporation sole.

[2] Please read the Supreme Court decision in “Natanael B. Juane, Petitioner, vs. Iglesia Evangelica Metodista En Las Islas Filipinas (IEMELIF), Inc., Respondent, G.R. No. 179404”. In this case, Reverend Natanael B. Juane of the IEMELIF Cathedral in Tondo, Manila contended that the transformation of IEMELIF from a corporation sole to a corporation aggregate was legally defective, and that therefore, he was the corporation sole, not Bishop Nathanael P. Lazaro. The Supreme Court ruled:

Even if the transformation of IEMELIF from a corporation sole to a corporation aggregate was legally defective, its head or governing body, i.e., Bishop Lazaro, whose acts were approved by the Highest Consistory of Elders, still did not change. A corporation sole is one formed by the chief archbishop, bishop, priest, minister, rabbi or other presiding elder of a religious denomination, sect, or church, for the purpose of administering or managing, as trustee, the affairs, properties and temporalities of such religious denomination, sect or church. As opposed to a corporation aggregate, a corporation sole consists of a single member, while a corporation aggregate consists of two or more persons. If the transformation did not materialize, the corporation sole would still be Bishop Lazaro, who himself performed the questioned acts of removing Juane as Resident Pastor of the Tondo Congregation. If the transformation did materialize, the corporation aggregate would be composed of the Highest Consistory of Elders, which nevertheless approved the very same acts. As either Bishop Lazaro or the Highest Consistory of Elders had the authority to appoint Juane as Resident Pastor of the IEMELIF Tondo Congregation, it also had the power to remove him as such or transfer him to another congregation.

(In my research with the PRU on corporation sole, I came across the articles of incorporation of a corporation sole which provided in its rules of succession this very amusing provision: “I shall occupy the position of Chief Elder until my death. Upon my death, my position shall be occupied by a person that I will appoint.”)

Can a non-Filipino pastor, bishop, elder, or missionary be a corporation sole?

There are foreigners (Americans, Koreans, etc) who are the chief archbishop, bishop, priest, minister, rabbi or presiding elder of their religious denomination, sect or church. As Baptists, we are all familiar with American missionaries.

[1] The Corporation Code of the Philippines does not state a Filipino citizenship requirement for a pastor, bishop or missionary in becoming a corporation sole. It may therefore be argued that an American or Korean missionary, for example, may register as a corporation sole.

[2] In the case of Roman Catholic Apostolic Adm. of Davao, Inc. vs. LRC, 102 Phil. 596, December 20, 1957, the Supreme Court ruled that a corporation sole with an alien as administrator may acquire private land which is held in trust for the benefit of the faithful residing within its territorial jurisdiction. In this case, the Roman Catholic Apostolic Adm. of Davao, Inc. was a corporation sole organized and existing in accordance with Philippine law, with Msgr. Clovis Thibault, a Canadian citizen, as actual incumbent.

If the church buys a piece of land, who will be registered in the land title as the owner of the property?

Since the church itself is not registered with the SEC and therefore has no legal personality, the title to any land or property it purchases will be registered in the name of the corporation sole (Republic vs. Intermediate Appellate Court, 168 SCRA165, November 29, 1988).

Section 113 of the Corporation Code of the Philippines (posted below) governs the acquisition and alienation of property by a corporation sole. In our example above, the land purchased by the church will be titled in the name of “Senior Pastor of Baptist Church of ________”.

Please take note again that in a corporation sole, the pastor, bishop or elder acts as the trustee and manager of the church's property. In case the pastor dies, the property (in our example, the piece of land) will not be inherited by his heirs. (Please read my post guidelines and precautions in buying church property.)

Can a corporation sole be transformed into a religious society or aggregate?

Yes. The Supreme Court ruled in “IEMELIF et al vs. Bishop Nathanael Lazaro et al”, G.R. No. 184088, July 6, 2010 that such change can be done by mere amendment of its articles of incorporation without the need of going through the process of dissolution.

Practical problems with a corporation sole

[1] Unlike with a religious society or aggregate, the SEC does not have ready-made forms or documents for a corporation sole. A pastor, bishop, chief elder, etc. has to consult a lawyer in drafting the articles of incorporation and other documents like authorization from the congregation, rules of succession, etc. He can also do some research with the Public Reference Unit (PRU) of the SEC and get samples of these documents on file.

[2] Some members of the church might misunderstand what a corporation sole is. They might think that the pastor now owns all the properties of the church.

[3] As the church grows in membership, the pastor will find it more difficult to combine his responsibilities of teaching and preaching with the administration of the church. Some big churches have a pulpit pastor who is responsible only for preaching and teaching, an administrative pastor (the term is self-explanatory), a youth pastor, a pastor for visitation and follow-up, etc.

[4] The pastor, bishop, elder, etc. as a corporation sole acts by himself without having to deal with a board of trustees. If he has a domineering personality or is carnal, he may abuse his authority.

Does the concept of the corporation sole conflict with the Baptist distinctive of congregational church government?

Once the corporation sole has been registered with the SEC, the pastor, bishop or elder as the case may be, now acts by himself (without having to deal with a board of trustees) in managing the affairs, temporalities and properties of the church. But what about the Baptist distinctive of congregational church government? For example, what if a missionary to a foreign field is asking for financial support from the church? Can the pastor as the corporation sole decide all by himself whether to support or not this missionary? If he decides one way or another, isn’t he disregarding this distinctive of congregational form of church government?

Another example: What if the pastor wants an increase in his salary? Can the pastor as the corporation sole decide on this matter by himself or would such require congregational approval?

(It must be noted that some Baptist churches in the Philippines follow what they call a theocratic form of church government, that is, God rules the church through the pastor. One church I know of follows a theocratic form of church government but amazingly is registered with the SEC as a religious society or aggregate.)

For more information about the congregational form of church government, please read “Congregational Church Governance” and “Baptist Congregational Church Governance: A Challenge”.

If a church decides on a corporation sole instead of a religious society or aggregate, here are some suggestions:

[1] Section 111, paragraph 4 of the Corporation Code of the Philippines states that the rules, regulations and discipline of the religious denomination, sect or church are not inconsistent with and do not forbid the formation of a corporation sole. As part of the registration requirements, the pastor must submit either his notarized affidavit or an authorization letter or affidavit from the congregation allowing him to form a corporation sole. If a Baptist church observes the congregational form of church government BUT allows its pastor to form a corporation sole, it must define in the letter or affidavit the limits of the pastor’s authority or what matters require congregational approval.

[2] In the articles of incorporation to be submitted by the pastor to the SEC or in the authorization letter or affidavit, the church’s Articles of Faith, Church Covenant, Constitution and By-laws and other rules and regulations must be stated therein or included as annexes.

Provisions of the Corporation Code of the Philippines on corporation sole

Sec. 109. Classes of religious corporations. - Religious corporations may be incorporated by one or more persons. Such corporations may be classified into corporations sole and religious societies.

Religious corporations shall be governed by this Chapter and by the general provisions on non-stock corporations insofar as they may be applicable. (n)

Sec. 110. Corporation sole. - For the purpose of administering and managing, as trustee, the affairs, property and temporalities of any religious denomination, sect or church, a corporation sole may be formed by the chief archbishop, bishop, priest, minister, rabbi or other presiding elder of such religious denomination, sect or church. (154a)

Sec. 111. Articles of incorporation. - In order to become a corporation sole, the chief archbishop, bishop, priest, minister, rabbi or presiding elder of any religious denomination, sect or church must file with the Securities and Exchange Commission articles of incorporation setting forth the following:

1. That he is the chief archbishop, bishop, priest, minister, rabbi or presiding elder of his religious denomination, sect or church and that he desires to become a corporation sole;

2. That the rules, regulations and discipline of his religious denomination, sect or church are not inconsistent with his becoming a corporation sole and do not forbid it;

3. That as such chief archbishop, bishop, priest, minister, rabbi or presiding elder, he is charged with the administration of the temporalities and the management of the affairs, estate and properties of his religious denomination, sect or church within his territorial jurisdiction, describing such territorial jurisdiction;

4. The manner in which any vacancy occurring in the office of chief archbishop, bishop, priest, minister, rabbi or presiding elder is required to be filled, according to the rules, regulations or discipline of the religious denomination, sect or church to which he belongs; and

5. The place where the principal office of the corporation sole is to be established and located, which place must be within the Philippines.

The articles of incorporation may include any other provision not contrary to law for the regulation of the affairs of the corporation. (n)

Sec. 112. Submission of the articles of incorporation. - The articles of incorporation must be verified, before filing, by affidavit or affirmation of the chief archbishop, bishop, priest, minister, rabbi or presiding elder, as the case may be, and accompanied by a copy of the commission, certificate of election or letter of appointment of such chief archbishop, bishop, priest, minister, rabbi or presiding elder, duly certified to be correct by any notary public.

From and after the filing with the Securities and Exchange Commission of the said articles of incorporation, verified by affidavit or affirmation, and accompanied by the documents mentioned in the preceding paragraph, such chief archbishop, bishop, priest, minister, rabbi or presiding elder shall become a corporation sole and all temporalities, estate and properties of the religious denomination, sect or church theretofore administered or managed by him as such chief archbishop, bishop, priest, minister, rabbi or presiding elder shall be held in trust by him as a corporation sole, for the use, purpose, behalf and sole benefit of his religious denomination, sect or church, including hospitals, schools, colleges, orphan asylums, parsonages and cemeteries thereof. (n)

Sec. 113. Acquisition and alienation of property. - Any corporation sole may purchase and hold real estate and personal property for its church, charitable, benevolent or educational purposes, and may receive bequests or gifts for such purposes. Such corporation may sell or mortgage real property held by it by obtaining an order for that purpose from the Court of First Instance of the province where the property is situated upon proof made to the satisfaction of the court that notice of the application for leave to sell or mortgage has been given by publication or otherwise in such manner and for such time as said court may have directed, and that it is to the interest of the corporation that leave to sell or mortgage should be granted. The application for leave to sell or mortgage must be made by petition, duly verified, by the chief archbishop, bishop, priest, minister, rabbi or presiding elder acting as corporation sole, and may be opposed by any member of the religious denomination, sect or church represented by the corporation sole:

Provided, That in cases where the rules, regulations and discipline of the religious denomination, sect or church, religious society or order concerned represented by such corporation sole regulate the method of acquiring, holding, selling and mortgaging real estate and personal property, such rules, regulations and discipline shall control, and the intervention of the courts shall not be necessary. (159a)

Sec. 114. Filling of vacancies. - The successors in office of any chief archbishop, bishop, priest, minister, rabbi or presiding elder in a corporation sole shall become the corporation sole on their accession to office and shall be permitted to transact business as such on the filing with the Securities and Exchange Commission of a copy of their commission, certificate of election, or letters of appointment, duly certified by any notary public.

During any vacancy in the office of chief archbishop, bishop, priest, minister, rabbi or presiding elder of any religious denomination, sect or church incorporated as a corporation sole, the person or persons authorized and empowered by the rules, regulations or discipline of the religious denomination, sect or church represented by the corporation sole to administer the temporalities and manage the affairs, estate and properties of the corporation sole during the vacancy shall exercise all the powers and authority of the corporation sole during such vacancy. (158a)

Sec. 115. Dissolution. - A corporation sole may be dissolved and its affairs settled voluntarily by submitting to the Securities and Exchange Commission a verified declaration of dissolution.

The declaration of dissolution shall set forth:

1. The name of the corporation;

2. The reason for dissolution and winding up;

3. The authorization for the dissolution of the corporation by the particular religious denomination, sect or church;

4. The names and addresses of the persons who are to supervise the winding up of the affairs of the corporation.

Upon approval of such declaration of dissolution by the Securities and Exchange
Commission, the corporation shall cease to carry on its operations except for the purpose of winding up its affairs. (n)

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 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.

Legal seminar, Soldiers of Christ Baptist Church, Sta. Maria, Bulacan, August 15

I will be conducting a seminar for pastors and workers in the Bulacan area on Friday, August 15, 3 PM at the Soldiers of Christ Baptist Church. Topics will be the essential provisions of the Family Code of the Philippines, relevant laws affecting the Filipino family like RA 9255 and RA 9262, the need for SEC registration of churches, freedom of religion under the 1987 Constitution, the DepEd regulations on the teaching of religion in public schools, among others.

Missionary-Evangelist Siegfred de Guzman (www.scgem.org) is organizing the seminar. Host pastor is Rev. David Eisma. For more information, please contact Ptr. Fred at fred@scgem.org or at fbcmsmi@yahoo.com.

WorldTeach Annual National Convention, September 4 to 6

For more information, please call Jackie de Guzman at 925-6775, 383-0123, 0918-392-6972, and 0917-793-1347.

“A Crude Lifesaving Station” (a modern day parable of and for the church)

The most popular post of this blog is the directory of Baptist churches, missions and ministries in the Philippines. There are some 3,000 churches and missions all over the Philippines, and every Sunday there are probably dozens of churches celebrating their anniversaries.

I would like to share with you a classic modern day parable written way back in 1953 by Thedore Wedel. As you read this selection, the meaning and significance to the goal, purpose, function of churches and the danger of a church losing its focus become very clear. I first read Chuck Swindoll’s version of Wedel’s parable in his book “Growing Strong in the Seasons of Life” many years ago. Posted below are Wedel’s original version and an adaptation by Pastor Dave Miller of Southern Hills Baptist Church in Sioux City, USA.

“A Crude Lifesaving Station” by Theodore Wedel

On a dangerous seacoast where shipwrecks often occur there was once a crude lifesaving station. The building was just a hut, and there was only one boat, but the few devoted members kept a constant watch over the sea, and with no thought for themselves went out day and night tirelessly searching for the lost. Many lives were saved by this wonderful little station, so that it became famous. Some of those who were saved, and various others in the surrounding area, wanted to become associated with the station and give of their time and their money and their effort for the support of its work. New boats were bought and new crews were trained. The little lifesaving station grew.

Now some of the members of the lifesaving station became unhappy, in time, however, because the building was so crude and so poorly equipped. They felt that a more comfortable, suitable place should be provided as the first refuge of those saved from the sea. And so they replaced the emergency cots with beds, and they put better furniture in the now enlarged building, so that now the lifesaving station actually became a popular gathering place for its members. They took great care in decorating it beautifully and furnishing it exquisitely, for they found new uses for it in the context of a sort of club. But fewer members were now interested in going to sea on lifesaving missions, and so they hired lifesaving crews to do this work on their behalf, and in their stead. Now, don’t misunderstand, the lifesaving motif still prevailed in the club’s decoration and symbols — there was a liturgical lifeboat (symbolic rather than fully functional) in the room where the club initiations were held, for example — so the changes did not necessarily mean that the original purposes were totally lost.

About this time a large ship was wrecked off the coast, and the hired crews brought in boatloads of cold and wet, half-drowned people. They were dirty people and they were sick people, some of them with black skin, some with yellow skin. The beautiful new club, as you might imagine, was thrown into chaos, so that the property committee immediately had a shower house built outside the club where these recent victims of shipwreck could be cleaned up before coming inside the main clubhouse.

At the very next meeting, there was a split in the club membership. Most of the members wanted to stop the club’s lifesaving activities for being so unpleasant, as well as for being a hindrance to the normal social life of the club. Some members insisted upon lifesaving as their primary purpose, pointing out that, indeed, they were still called a lifesaving station. But these few were finally voted down and told that if they wanted to save the lives of all the various kinds of people who were shipwrecked in those waters, they could begin their own lifesaving station down the coast. And so, they did just that.

Now as the years passed, the new station down the coast came to experience the very same changes that had occurred in the older, initial station. It evolved into a club, and yet another lifesaving station had to be founded to restore the original purpose.

Well, history continued to repeat itself, so that if you visit that seacoast today, you will find a great number of exclusive clubs along that shore. Shipwrecks are frequent in those waters, but most of the people drown!”

A Crude Lifesaving Station (adaptation by Ptr. David Miller)

Along a dangerous seacoast, shipwrecks often occurred. Grieved by the tragedies, a small group of people gathered together to establish a lifesaving station. They built a little hut, bought one small boat, and set out to save lives. They kept a constant watch over their coastline, and went out selflessly, day and night, to rescue those in need. This little lifesaving station became famous because they saved so many lives. Those whose lives were saved joined in the work, and folks came from all around the area to be a part of this noble project. They donated their money joyfully, gave of their time and effort willingly, and grew dramatically. They were able to purchase new boats and train new crews, so more people were saved than ever before.

Over time, though, some of the members of the lifesaving station became concerned that the hut was so crude and the equipment was so basic. They believed that a larger, better-equipped station would help them to accomplish their work more effectively. They built a large new station, replaced the emergency cots with comfortable beds, and filled their new station with functional furniture. In fact, the lifesaving station was now so nice and so comfortable that it became a popular gathering place for the members. They decorated and furnished the station exquisitely. They met and discussed the importance of lifesaving; they developed programs to teach their children about lifesaving. And they grieved together at how many ships were running aground.

But the members found that the maintenance and upkeep of the lifesaving station left them too busy and tired to go out on the boats. So, they hired crews to man the boats. Because the members still cared deeply about lifesaving, they held classes on lifesaving, sang songs about life saving, and gave demonstrations. All of the decorations in the station supported the lifesaving theme. They even had a large lifeboat at the front of the station as a constant reminder. Comfortable in their modern lifesaving station, and encouraged by the results of the professional lifesaving teams, the people felt good about themselves and more people continued to become a part of their lifesaving club. Every now and again a dispute would arise about which brand of boats was better for lifesaving, or about certain techniques and methods for the crews, but the lifesaving club continued to promote the concept of lifesaving.

Then, one day, a crisis came. A large ship foundered off the coast, and the hired crews made an heroic rescue. They brought boatloads of cold, wet, dirty, half-drowned folks into the lifesaving station. As you can imagine, the beautiful new lifesaving station was thrown into chaos. The rescued people made an absolute mess of the place. They dripped mud and water everywhere, soiled the sheets of the beds, and left the place smelling like dead fish. There were children who did not behave well and a few young people who did not show proper respect for the beautiful lifesaving club. Most of those rescued were foreigners, not of the same social standing as those in the lifesaving club. A few members were offended and vowed never to return.

So, the life-saving club did the only thing it could. They set up a shower-house outside the station. They mandated that rescued people must wash up and put on clean, proper clothes before they were allowed to enter the clubhouse. At the next club meeting, a sharp division occurred. Some members felt as if the lifesaving should be stopped, as it was so unsavory, disruptive to the club, and destructive to the station. Some of the original members and a few that had been rescued in the early days argued that they could not abandon their lifesaving purpose. Eventually, the majority won out and the lifesaving operations were suspended for the good of the club.

A few folks still believed in lifesaving, so they went down the beach and established a new lifesaving station. They did not have the money for a fancy clubhouse, so they erected a tiny, crude lifesaving station with one old boat. But many lives were saved. Soon, people began to join with them, excited about saving lives. They trained volunteer crews to save lives off the coast. The task quickly grew beyond their ability, and they hired the crews from the old lifesaving station and put them back to work. Some of the members began to wonder why the old lifesaving club had such nice accommodations, while theirs were so sparse. So, they erected a new lifesaving station. Eventually, like the first, they suspended lifesaving operations for the good of the club. A small group split from them and started a new lifesaving station, small and humble, farther down the beach.

Over and over again, the process repeated itself. Today, if you go to that place, you will find the coastline populated with large, ornate, beautiful lifesaving stations.

For Filipino missionaries working in foreign fields

“Teaming with an interpreter” tutorial, from Speak Your Languages

This free course (with videos and text in MS Word or PDF) is for anyone who wants to communicate clearly with people who do not speak English. To communicate across a language barrier, you need the help of an interpreter who speaks both languages. But it’s a team effort. You can help your interpreter as much as he or she helps you. This course prepares you to work effectively with an interpreter, as part of a team. Working together, you will be able to communicate confidently and comfortably with people from all over the world.

Since it is about a team approach, interpreters will also find this course useful. All types of organizations will benefit, including businesses, professional services, non-profits, government entities and educational institutions. Highline Public Schools, near Burien, Washington provided support for development of this online tutorial in conjunction with professional interpreters.

Happy Father's Day!

The world will celebrate Father’s Day on Sunday, June 15. This early, I’d like to share with you a very popular selection entitled “Father’s Love Letter”, the video version of which has been viewed by million of people around the world. Father's Love Letter is a compilation of Bible verses from both the Old and New Testaments that are presented in the form of a love letter from God to the world. The Flash movie version (around eight minutes long) is available in English and more than 80 other languages. The website’s home page describes FLL in this way:

Father's Love Letter is a selection of paraphrased Scriptures. Each line in the Father's Love Letter message is paraphrased, which means we have taken each scripture's overall message and summarized it as a single phrase to best express its meaning.

The Power Of God's Word

This message has the ability to change lives because it is God's Word. The Bible describes God's Word as living & active, sharper than any two-edged sword (Hebrews 4:12) and promises not to return empty (Isaiah 55:11).

Countless Stories

We have heard countless testimonies from thousands of people all over the world who have had a life-changing encounter with God while experiencing the message found in Father's Love Letter.

This Letter Was Written For You ...

... and its words are penned from a God who loves you and desires to be the Father that you have been looking for all your life. Wherever you are in your journey, we hope that this love letter will encourage you, comfort you and guide you on your way home.

Misgivings about Father’s Love Letter

In a world of absentee or abusive fathers, FLL provides abundant hope, indeed a very rare commodity these days. I have misgivings, however, about FLL’s presentation, especially its failure to mention repentance. Yes, God is love but His love is filtered through His holiness. Without mentioning the need to repent of sins and that God's holiness calls for punishment of sin, FLL becomes a sugar-coated presentation of the Gospel. As Ptr. John Piper says in his book “The Passion of Jesus Christ” (page 29),

“There is only one explanation for God’s love for us. It is not us. It is ‘the riches of his grace’ (Ephesians1:7). It is all free. It is not a response to our worth. It is the overflow of his infinite worth. In fact, that is what divine love is in the end: a passion to enthrall undeserving sinners, at great cost, with what will make us supremely happy forever, namely, his infinite beauty.”

Be that as it may, below is the text of Father’s Love Letter. To view the Flash movie (English version), click here.

You may not know me, but I know everything about you. Psalm 139:1

I know when you sit down and when you rise up. Psalm 139:2

I am familiar with all your ways. Psalm 139:3

Even the very hairs on your head are numbered. Matthew 10:29-31

For you were made in my image. Genesis 1:27

In me you live and move and have your being. Acts 17:28

For you are my offspring. Acts 17:28

I knew you even before you were conceived. Jeremiah 1:4-5

I chose you when I planned creation. Ephesians 1:11-12

You were not a mistake, for all your days are written in my book. Psalm 139:15-16

I determined the exact time of your birth and where you would live. Acts 17:26

You are fearfully and wonderfully made. Psalm 139:14

I knit you together in your mother's womb. Psalm 139:13

And brought you forth on the day you were born. Psalm 71:6

I have been misrepresented by those who don't know me. John 8:41-44

I am not distant and angry, but am the complete expression of love. 1 John 4:16

And it is my desire to lavish my love on you. 1 John 3:1

Simply because you are my child and I am your Father. 1 John 3:1

I offer you more than your earthly father ever could. Matthew 7:11

For I am the perfect father. Matthew 5:48

Every good gift that you receive comes from my hand. James 1:17

For I am your provider and I meet all your needs. Matthew 6:31-33

My plan for your future has always been filled with hope. Jeremiah 29:11

Because I love you with an everlasting love. Jeremiah 31:3

My thoughts toward you are countless as the sand on the seashore. Psalms 139:17-18

And I rejoice over you with singing. Zephaniah 3:17

I will never stop doing good to you. Jeremiah 32:40

For you are my treasured possession. Exodus 19:5

I desire to establish you with all my heart and all my soul. Jeremiah 32:41

And I want to show you great and marvelous things. Jeremiah 33:3

If you seek me with all your heart, you will find me. Deuteronomy 4:29

Delight in me and I will give you the desires of your heart. Psalm 37:4

For it is I who gave you those desires. Philippians 2:13

I am able to do more for you than you could possibly imagine. Ephesians 3:20

For I am your greatest encourager. 2 Thessalonians 2:16-17

I am also the Father who comforts you in all your troubles. 2 Corinthians 1:3-4

When you are brokenhearted, I am close to you. Psalm 34:18

As a shepherd carries a lamb, I have carried you close to my heart. Isaiah 40:11

One day I will wipe away every tear from your eyes. Revelation 21:3-4

And I'll take away all the pain you have suffered on this earth. Revelation 21:3-4

I am your Father, and I love you even as I love my son, Jesus. John 17:23

For in Jesus, my love for you is revealed. John 17:26

He is the exact representation of my being. Hebrews 1:3

He came to demonstrate that I am for you, not against you. Romans 8:31

And to tell you that I am not counting your sins. 2 Corinthians 5:18-19

Jesus died so that you and I could be reconciled. 2 Corinthians 5:18-19

His death was the ultimate expression of my love for you. 1 John 4:10

I gave up everything I loved that I might gain your love. Romans 8:31-32

If you receive the gift of my son Jesus, you receive me. 1 John 2:23

And nothing will ever separate you from my love again. Romans 8:38-39

Come home and I'll throw the biggest party heaven has ever seen. Luke 15:7

I have always been Father, and will always be Father. Ephesians 3:14-15

My question is…Will you be my child? John 1:12-13

I am waiting for you. Luke 15:11-32

Love, Your Dad.

For high school students from Metro Manila: Join the Legal Awareness Club!

Starting this school year 2008-2009, I am organizing a club for high school students in the Metro Manila area to be known as the “Legal Awareness Club.” This organization seeks to provide high school students (2nd year up to 4th year, from public and private high schools), with a functional knowledge of the law and legal procedures in order to help them become more productive members of Philippine society.

This organization is inspired by a pioneering program of the Georgetown University in the USA and the “Popularizing the Law” program of the University of the Philippines. It will complement the Human Rights Education program of the Department of Education which was incorporated into the Basic Education Curriculum several years ago.

Activities of this club will include observation of actual courtroom proceedings and barangay conciliation proceedings, interviews with lawyers and judges, essay writing competitions, and lecture-seminars on public speaking, argumentation and debate and various legal topics. Certificates of merit and of attendance will be awarded to the participants.

Chapters of this club will be organized in different schools. Each school chapter will meet once a month for the activities mentioned above during an agreed upon schedule. All chapters will meet once a month for a general meeting at a time and venue to be arranged later.

For those who are interested in this organization (school principals, Human Rights Education teachers, Values Education teachers, and students from 2nd year up to 4th year), please e-mail me for more information at gtgalacio@yahoo.com.