Minnesota Chapter 315 – Church Corporations

Minnesota Chapter 315 - Church Corporations

Minnesota Chapter 315 – Church Corporations

Minnesota Territorial Legislature Chapter 36

In 1851, the Minnesota Territorial Legislature adopted Chapter 36, which authorized the election of trustees to administer the temporal affairs of religious societies, by providing in part as follows:

Chapter 36

Minnesota Territorial Statutes of 1851

SEC. 1. It shall be lawful for all persons of full age belonging to any church, congregation or religious society not already incorporated,

  • to assemble at the church or meeting house, or other place where they statedly attend for divine worship,
  • and by a plurality of votes to elect any number of discreet persons of their church, congregation or society, not less than three, nor more than nine in number, as trustees

    • to take charge of the estate and property belonging thereto, and

    • to transact all affairs relative to the temporalities thereof.

Minnesota Chapter 315

Minnesota Chapter 315 is the successor to Chapter 36 of the 1851 Minnesota Territorial Legislature, and contains a diverse collection of statutes which govern a variety of religious entities, ranging:

  • from those with congregational structures – where the members collectively control the entity,
  • to those which are hierarchical in nature – where the church leaders are in charge – even if they are based in other states or countries.

Minnesota Chapter 315 – Application

The provisions of Minnesota Chapter 315 have:

  • no application to nonprofit corporations governed by Minnesota Chapter 317A – which include many churches, and
  • only limited application to church organizations which were formed under Minnesota Chapter 315 – since many of its provisions only apply to certain forms of religious entities.

Today, relatively few new churches elect to be formed under Minnesota Chapter 315 – although it is still an option – and in some cases, may even be desirable.

Therefore, most new churches are now formed under Minnesota Chapter 317A.

Minnesota Chapter 315 – Certificate of Incorporation

Many Minnesota Chapter 315 religious corporations came into existence by the filing of either a Certificate of Incorporation, or a Certificate of Election of Trustees, with the county recorder in the county where the church was located, which Certificate – among other requirements – may have:

  • identified the official name of the religious society or church;
  • identified the initial trustees of the Church – who serve in a capacity similar to corporate directors;
  • specified the qualifications, if any, for future trustees;
  • identified the church’s location, general purpose, and plan of operation;
  • identified the terms of admission or qualification of members;
  • designated certain offices;
  • identified the qualifications of officers, and the manner in which any vacancies would be filled;
  • identified the manner in which the Church was to be operated; and
  • perhaps identified the church synod or religious denomination with which the Church would be affiliated, or to which it would be subjected.

See Minnesota Religious Organizations – Chapter 315, for the various formation requirements.

Minnesota Chapter 315 – Powers of Trustees Over Property

M.S. Section 315.04 identifies certain powers of the trustees with respect to specified Minnesota Chapter 315 religious corporations, by providing in part as follows:

The trustees may . . . . take possession of temporalities of the church, congregation, or society, real and personal, given, granted, or devised, directly or indirectly, to the body or to any other person for their use. . . .

They may

  • hold, purchase, and receive title to, by gift, grant, devise, or bequest, real or personal property in any amount, for purposes authorized or approved by the congregation or society, as provided in section 315.05,
  • with power to mortgage, sell, convey, demise, lease, and improve it.

They may recover and hold debts, demands, rights, and privileges, churches, buildings, burial places, and the estate and appurtenances belonging to the church, congregation, or society as fully as though originally vested in them.

Minnesota Chapter 315 – Powers of Trustees in Litigation

 M.S. Section 315.04 identifies certain powers of the trustees with respect to specified Minnesota Chapter 315 religious corporations, by providing in part as follows:

They may

  • sue and be sued in their corporate name,
  • recover and hold debts, demands, rights, and privileges, . . . as fully as though originally vested in them.

Minnesota Chapter 315 – Powers of Trustees in Church Operation

M.S. Section 315.05 identifies certain powers of trustees with respect to specified Minnesota Chapter 315 religious corporations by providing in part as follows:

The trustees may repair and alter churches, make rules and orders for managing the temporal affairs of the church, congregation, or society, and dispose of money belonging to it.

They may regulate the renting of pews or slips, and the breaking of ground in their cemeteries.

Under the direction or approval of the congregation or society, they may erect, acquire, and operate churches, dwellings for their ministers, and other buildings for the use of the church, congregation, or society, hospitals, nurses’ homes and training schools, missions, camps and recreational grounds, and other buildings or facilities for other religious, moral, and charitable activities.

They may appoint a clerk and treasurer of their board and a collector, regulate their compensation, and remove them at pleasure.

The clerk shall enter rules and orders made by the trustees, and payments ordered by them, in a book kept for that purpose.

Minnesota Chapter 315 – Application

M.S. Section 315.05 limits the application of certain of the above provisions, by providing in part as follows:

Sections 315.03 to 315.05 apply to religious corporations formed under Revised Statutes of the Territory of Minnesota 1851, chapter 36, as amended.

In general, Minnesota Chapter 315 is the successor body of law to Chapter 36 of the 1851 Minnesota Territorial Legislature.

Nevertheless, there are certain religious corporations which are not subject to the provisions of M.S. Section 315.03 to 315.05 – since they were formed under other provisions not found in Chapter 36 of the 1851 Minnesota Territorial Legislature.

Minnesota Chapter 315 – Determination of Minister’s Salary

 M.S. Section 315.05 limits the powers of the trustees to determine the salary of the church’s ministers, by providing in part as follows:

The trustees may not fix the salary of a minister; it must be fixed by a majority of the society entitled to vote at the election of trustees.

Sections 315.03 to 315.05 apply to religious corporations formed under Revised Statutes of the Territory of Minnesota 1851, chapter 36, as amended.

Minnesota Chapter 315 – Terms of Trustees

M.S. Section 315.06 identifies the terms of office of trustees of Minnesota Chapter 315 religious corporations, by providing in part as follows:

The term of office of the trustees is three years or less as prescribed in the constitution or articles, and until their successors have qualified.

Unless otherwise provided in the constitution or articles, immediately after their first election they shall be divided by lot into three classes,

  • the first class retiring at the end of the first year,
  • the second class at the end of the second year, and
  • the third class at the end of the third year.

After that, as near as may be, one-third of the whole number must be chosen annually.

Minnesota Chapter 315 – Powers of Trustees to Call a Meeting

M.S. Section 315.06 identifies that two trustees of a Minnesota Chapter 315 religious corporation may call a meeting of its board of trustees, by providing in part as follows:

Two trustees may call a meeting of the board.

Minnesota Chapter 315 – Quorum Requirements for Trustees’ Meeting

M.S. Section 315.06 identifies the quorum requirements for meetings of the board of trustees of Minnesota Chapter 315 religious corporations, by providing in part as follows:

When assembled, a majority of the whole number is a quorum for the transaction of business.

Minnesota Chapter 315 – Notice Requirements for Trustees’ Election Meeting

M.S. Section 315.06 identifies the notice requirements for electing a successor to the board of trustees of a Minnesota Chapter 315 religious corporation, by providing in part as follows:

Fifteen days before the expiration of the term of office of a trustee, the clerk shall give notice of the election of the trustee’s successor, by posting it where the society statedly meets for worship.

The notice must state the name of the trustee and the time and place of election.

The minister or other officer of the church or society shall give public notice of the election to the congregation again at least one week before the election.

These provisions apply to filling vacancies by death, resignation, or removal.

Minnesota Chapter 315 – Determination of Voting Members

M.S. Section 315.06 identifies some of the requirements with respect to determining the voting members of certain Minnesota Chapter 315 religious corporations, by providing in part as follows:

No member of the church, congregation, or society may vote at an election after its incorporation until the member 

  • has attended public worship in the church, congregation, or society for at least six months before the election, and
  • contributed to its support according to its customs.

Minnesota Chapter 315 – Duties of the Clerk of Trustees

M.S. Section 315.06 identifies certain of the duties of the clerk of trustees with respect to determining the voting members of certain Minnesota Chapter 315 religious corporations, by providing in part as follows:

The clerk of the trustees shall

  • keep a register of all persons who ask to join the church, congregation, or society 
  • note the time of the request, and
  • attend subsequent elections to test the qualifications of voters in case of question.

Minnesota Chapter 315 – Society Defined

Minnesota Chapter 315 frequently uses the term society in an attempt to distinguish:

  • the religious body represented by the society,
  • from the corporate entity owned and operated by the society.

M.S. Section 315.08 defines the term society by providing as follows:

In this chapter “society” means the religious body constituted in accordance with the principles of the ecclesiastical polity which forms the basis of the corporation designated in this chapter as the

  • church,
  • congregation, or
  • society,

as distinguished from the corporation itself.

In practice, it is often hard to distinguish the religious body from the corporate entity owned and operated by the religious body – and attempts to do so in the Certificate of Incorporation, Constitution, or Bylaws of the Church often lead to confusion.

Minnesota Chapter 315 – Members of the Church Corporation

Chapter 315 contains a few statutes which identify that the holders of certain church offices are the members of the corporate entity – including M.S. Section 315.15, which provides in part as follows:

The persons at any time holding the offices specified in any diocese are, by virtue of their respective offices, members of the corporation and, with the two lay members, constitute it, but on ceasing to hold office, they cease to be members, and their successors in office become members.

The two lay members designated remain members for two years from the date of the certificate, after that their term of office is two years, in either case until their successors are chosen.

They must always be designated and appointed by the bishop, vicar general, and pastor, who shall also fill vacancies in their number.

In the same manner, M.S. Section 315.16 provides in part as follows:

Subd. 2.  Term of membership.

The persons who hold the offices, respectively, of bishop, vicar general, and chancellor of the religious denomination in the diocese, and their successors in office are members of the corporation.

On ceasing to hold office the corporate membership of each at once ends.

The other two incorporators and their successors in office must always be selected and appointed by the bishop, vicar general, and chancellor of the diocese, or a majority of them, for the same term and in the same manner as provided in section 315.15 for the selection and appointment of the two lay members by the bishop, vicar general, and pastor.

In such churches, the actual members of the church corporation are very limited.

While the persons regularly attending the worship services in such churches may or may not be members of the religious society,

  • if they were not one of the two lay members,
  • they would not be in any event members of the church corporation entitled to any voting rights with respect to the management of the church corporation’s affairs.

Minnesota Chapter 315 – General Powers of Religious Corporations

M.S. Section 315.09 identifies certain general powers of Minnesota Chapter 315 religious corporations, by providing in part as follows:

A corporation organized under this chapter may, in its corporate name,

  • sue and be sued,
  • hold, purchase, and receive title to, by gift, grant, or other conveyance, property, real or personal, with power to mortgage, sell, or convey it.

 Minnesota Chapter 315 – Management by Trustees and Elders

 Many Minnesota Chapter 315 corporations are under the direction and control of “trustees” or “elders”.

However, the transactional authority of trustees or elders in some churches are limited – since certain proposed actions of the trustees must first receive the affirmative vote of a certain percentage of the voting members of the congregation in order to be effective.

Minnesota Chapter 315 – Management by Bishops or Other Clergy

Other Minnesota Chapter 315 corporations are under the direction and control of bishops, chancellors, wardens, ministers, vestrymen or other persons – who are not subject to the control of the congregation.

Minnesota Chapter 315 – Limitations on the Powers of Religious Corporations

M.S. Section 315.11 identifies certain limitations on the powers of Minnesota Chapter 315 religious corporations with respect to real property, by providing in part as follows:

A religious corporation may not take or hold real or personal property for purposes other than those of its incorporation. . . . .

Minnesota Chapter 315 – Sale of Real Property by Certain Religious Corporations

M.S. Section 315.12 identifies the manner in which certain Minnesota Chapter 315 religious corporations may sell real property, by providing in part as follows:

A religious corporation organized under this chapter, by and through its trustees, may sell and convey, encumber, or otherwise dispose of real estate.

To do so, the trustees must first be authorized by resolution of the society adopted by a two-thirds vote of the members present and voting at a meeting called for that purpose.

Minnesota Chapter 315 – Notice Requirements Prior to the Sale of Real Property

M.S. Section 315.12 identifies the notice requirements before certain Minnesota Chapter 315 religious corporations may sell real property, by providing in part as follows:

Notice of the time, place, and object of the meeting must be given for at least four successive Sabbaths immediately before it on which the society statedly meets for public worship.

When a religious society ceases to have stated meetings for public worship, or is unable to give notice of the time and place of the meeting, the corporation may make the sale, conveyance, or encumbrance by its trustees, upon being authorized by resolution adopted at a meeting of which at least 20 days’ posted notice has been given.

If the society has, for any reason, ceased to exist, for a period of one year, the corporation may sell and convey its property by its trustees upon giving at least 20 days’ posted notice upon the premises of its intention to do so.

Minnesota Chapter 315 – Evidentiary Support for the Sale of Real Property

M.S. Section 315.12 identifies the evidentiary requirements which may be required to be satisfied in order to facilitate the sale of real property of certain Minnesota Chapter 315 religious corporations, by providing in part as follows:

Proof of nonexistence, notice, meeting, and the adoption of resolution may be made by the affidavit of a trustee or member of the society cognizant of them.

The affidavit must be recorded with the county recorder where the certificate of incorporation was recorded, and the affidavit and record, or certified copies of it, are presumptive evidence of the facts they contain.

Minnesota Chapter 315 – Voting Restrictions with Respect to the Sale of Real Property

M.S. Section 315.12 identifies voting restrictions with respect to any proposed sale of real property by certain Minnesota Chapter 315 religious corporations, by providing in part as follows:

No person shall vote at a meeting called to authorize the trustees to sell, convey, encumber, or dispose of the corporation’s real estate unless the person is a member of the religious body.

Minnesota Chapter 315 – Denominational Restrictions with Respect to the Sale of Real Property

M.S. Section 315.12 identifies additional procedural requirements which must be satisfied before certain Minnesota Chapter 315 religious corporations may sell real property, by providing in part as follows:

No religious corporation shall sell, transfer, or otherwise dispose of its real estate except as provided by the denominational rules and certificates of association of the society as it appears of record in the office of the county recorder of the county.

This section does not limit sections 500.01 to 500.20.

Chapter 315 – Corporate Documents

A religious corporation or society subject to the provisions of Minnesota Statutes, Chapter 315, may generally have two, or perhaps three, documents which govern its affairs:

A. a Certificate of Incorporation, or Certificate of Election of Trustees, which:

  • contains certain statements required by Chapter 315, and
  • is filed with the county recorder in the County where the church is located;

B. a Constitution – which is an internal church document not filed with any governmental agency – and which contains:

  • provisions governing the church’s internal affairs, and
  • usually – doctrinal statements of the church;

and/or

C. Bylaws – another internal church document not filed with any governmental agency – containing provisions governing the church’s affairs which may be given a lesser status than those contained in any church Constitution.

Minnesota Chapter 315 – Amendment of a Certificate of Incorporation

M.S. Section 315.30 identifies the manner in which certain Minnesota religious corporations may change their Certificate of Incorporation, or Certificate of Election of Trustees, by providing as follows:

A religious corporation may change its certificate by a resolution adopted, certified, acknowledged, and recorded in the same way as the original.

The change must be consistent with law.

When recorded, the amended certificate replaces the original.

Minnesota Chapter 315 – Restrictions on Changes to a Certificate of Incorporation

M.S. Section 315.31 identifies restrictions on any changes to the Certificate of Incorporation, or Certificate of Election of Trustees of certain Minnesota religious corporations, by providing as follows:

A religious society, religious association, or religious corporation existing under section 315.21, upon compliance with sections 315.31 to 315.33, may change its articles of incorporation as to any matter that could have been included in the original articles of incorporation.

It may not change matters relating to the management or the conduct of affairs of a cemetery owned or controlled by it if the cemetery is managed or conducted according to sections 306.69 to 306.72.

Minnesota Chapter 315 – Procedure for Amending a Certificate of Incorporation

 M.S. Section 315.32 identifies the manner in which the trustees of certain Minnesota religious corporations may change the church’s Certificate of Incorporation, or Certificate of Election of Trustees, by providing as follows:

The board of trustees or other governing body of a religious organization under section 315.21 may, by unanimous vote of its members, alter or amend the articles of incorporation under section 315.31, when authorized by resolution so to do at a special meeting of the religious organization.

The meeting must be called for that expressly stated purpose, and a majority of the members of the religious organization must be present.

The resolution must be passed by vote of a majority of the members present and voting.

The board of trustees or other governing body shall record the resolution in a certificate executed and acknowledged by its president and secretary, or by its other presiding and recording officers, under the corporate seal of the religious organization.

The certificate is presumptive evidence of the facts stated in it.

The certificate must be recorded with the county recorder of the county where the religious organization is located.

The amendment is effective on filing.

Minnesota Chapter 315 – Religious Corporations’ Bylaws and other Regulations

M.S. Section 315.09 identifies the power of Minnesota Chapter 315 religious corporations to adopt Bylaws or other governing rules, by providing in part as follows:

It may adopt bylaws and make regulations necessary or expedient to manage its affairs in accordance with law.

The last clause indicated above may be statutory support for the priority of Minnesota Statutes, Chapter 315 over the terms of any Constitution and Bylaws of a Minnesota Chapter 315 religious corporation.

Similarly, M.S. Section 315.05 identifies the power of the trustees of certain Minnesota Chapter 315 religious corporations to adopt rules for the religious society, by providing in part as follows:

The trustees may . . . make rules and  orders for managing the temporal affairs of the church, congregation, or society . . .

Minnesota Chapter 315 – Church Constitution and Bylaws

Minnesota Chapter 315 religious corporations that have both a Constitution and Bylaws often provide:

  • its more important governing provisions in a Constitution, and
  • its less important governing provisions in Bylaws.

Minnesota Chapter 315 – Denominational Requirements

Sometimes, the governing board of the denomination in which the church is a member may either require, or suggest, the adoption of a Constitution and Bylaws which contain certain provisions.

Minnesota Chapter 315 – Amendment of the Church Constitution and Bylaws

Often, there is a different, and more difficult, procedure required to amend a church’s Constitution, than to amend its Bylaws.

Minnesota Chapter 315 – Statutory Priority Over the Church Constitution and Bylaws

In general – and perhaps subject to constitutional limitations:

  • the provisions of a church’s Constitution and Bylaws cannot be in conflict with any provisions of the church’s Certificate of Incorporation, or Certificate of Election of Trustees, and
  • neither the Certificate of Incorporation, the Certificate of Election of Trustees, nor the Constitution and Bylaws, can be in conflict with any applicable provisions of Chapter 315.

Conclusion – Minnesota Chapter 315;

Minnesota Church Attorney

Legal Representation of Minnesota Churches

Since 1992, Attorney Gary C. Dahle has represented a variety of Minnesota churches with respect to:

  • church mergers,
  • application for IRC Section 501(c)(3) tax exempt status,
  • bond financing for construction purposes,
  • bond refinancing in order to obtain a lower interest rate on church debt,
  • clergy issues,
  • employment issues,
  • insurance issues,
  • on-site day care issues,
  • probate matters,
  • property tax exemption issues,
  • real property easements,
  • real property title issues,
  • real property leasing issues,
  • school issues,
  • the sale of church real property – including property acquired by gift,
  • Minnesota Secretary of State filings, and
  • the drafting and revising of Articles of Incorporation, Constitutions and Bylaws.

Attorney Gary C. Dahle has represented churches located in the Minnesota cities of Arden Hills, Blaine, Bloomington, Brooklyn Park, Chaska, Corcoran, Coon Rapids, Glencoe, Mounds View, Roseville, St. Louis Park, and Wyoming.

If you need assistance with any aspect of church law in any Minnesota county, contact attorney Gary C. Dahle, at 763-780-8390, or gary@dahlelaw.com.

Related Pages:

Minnesota Religious Organizations – Chapter 315

 

Copyright 2017 – All Rights Reserved

Gary C. Dahle – Attorney at Law

2704 Mounds View Blvd., Mounds View, MN 55112

Phone:  763-780-8390  Fax: 763-780-1735

gary@dahlelaw.com

Topics of Interest:

Legal Disclaimer

Information provided herein is only for general informational and educational purposes. The laws relating to Minnesota churches and non-profit corporations involve many complex legal issues. If you have a specific legal problem about which you are seeking advice, consult with legal counsel.

Gary C. Dahle, Attorney at Law, is licensed to practice law only in the State of Minnesota, and in the State of North Dakota, in the United States of America. Therefore, only those persons interested in matters governed by the laws of the State of Minnesota or the State of North Dakota should consult with, or provide information to, Gary C. Dahle, Attorney at Law, or take note of information provided herein.

Accessing the web site of Gary C. Dahle, Attorney at Law – https://www.dahlelaw.com – may be held to be a request for information. However, the mere act of either providing information to Gary C. Dahle, Attorney at Law, or taking note of information provided on http://www.dahlelaw.com, does not constitute legal advice, or the establishment of an attorney/client relationship.

Nothing herein will be deemed to be the practice of law or the provision of legal advice. Clients are accepted by Gary C. Dahle, Attorney at Law, only after preliminary personal communications with him, and subject to mutual agreement on terms of representation.

If you are not a current client of Gary C. Dahle, Attorney at Law, please do not use the e-mail links or forms to communicate confidential information which you wish to be protected by the attorney-client privilege.

Please use caution in communicating over the Internet. The Internet is not a secure environment and confidential information sent by e-mail may be at risk. Gary C. Dahle, Attorney at Law, provides the http://www.dahlelaw.com web site and its contents on an “as is” basis, and makes no representations or warranties concerning site content or function, including but not limited to any warranty of accuracy, or completeness.