Minnesota Chapter 317A – Church Corporations

Minnesota Chapter 317A

Minnesota Chapter 317A – Church Corporations

Minnesota Church Corporation Law – Governing Statutes

Minnesota church organizations are generally governed by either Minnesota Chapter 315, or Minnesota Chapter 317A, of the Minnesota Statutes:

  • Chapter 315, is a collection of quasi-corporate statutes which loosely governs Minnesota religious corporations, societies, and certain churches and related organizations;
  • Chapter 317A is a comprehensive body of corporate statutes which have governed all Minnesota non-profit corporations since 1991 – including, but not limited to – many churches.

Minnesota Chapter 315 – History

Minnesota Chapter 315 is a diverse conglomeration of statutes, many dating from Minnesota’s early days, which may 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.

However, the provisions of Minnesota Chapter 315 have:

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

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

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

Minnesota Chapter 315 Churches – Certificate of Incorporation

Many Minnesota Chapter 315 religious corporations came into existence by filing either a Certificate of Incorporation, or a Certificate of Election of Trustees, with the County Recorder where the church was located, which Certificate:

  • identified the official name of the church,
  • specified the qualifications for trustees – who serve a function equivalent to corporate directors,
  • identified the initial trustees of the church, and
  • perhaps identified the church synod or denomination with which the Church would be affiliated, or to which it would be subjected.

Minnesota Chapter 315 Churches – Corporate Documents

A religious corporation or society subject to the provisions of Minnesota Chapter 315 may have two or more documents which govern its affairs.

Minnesota Chapter 315 Churches – Certificate of Incorporation / Election of Trustees

A religious corporation or society subject to the provisions of Minnesota Statutes, Chapter 315, may have a Certificate of Incorporation, or a 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.

 Minnesota Chapter 315 Churches – Constitution

A religious corporation or society subject to the provisions of Minnesota Chapter 315 may have a Constitution – which is an internal church document not filed with any governmental agency – which contains:

  • provisions governing the church’s internal affairs, and
  • often – doctrinal statements of the church.

Minnesota Chapter 315 Churches – Bylaws

A religious corporation or society subject to the provisions of Minnesota Chapter 315 may have Bylaws – another internal church document not filed with any governmental agency – containing provisions governing the church’s affairs which may be given a lower status than those contained in any church Constitution.

Minnesota Chapter 315 corporations that have both a Constitution and Bylaws tend to have:

  • the more important provisions listed in the Constitution, and
  • the less important provisions listed in the Bylaws.

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 contains certain provisions.

Minnesota Chapter 315 Churches – Amendment of 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 Churches – Hierarchy

In general:

  • 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.

Minnesota Chapter 315 Churches – Management

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

However, some churches limit the transactional powers of such trustees or elders by requiring that resolutions with respect to certain types of actions first receive the affirmative vote of a certain percentage of the members of the congregation.

Other Minnesota Chapter 315 corporations are under the direction and control of bishops, chancellors, wardens, ministers, vestrymen or other persons.

Minnesota Chapter 317 Churches

Prior to January 1, 1991, some Minnesota non-profit corporations were governed by Minnesota Statutes, Chapter 317, the predecessor body of non-profit law to Chapter 317A.

Minnesota Chapter 317A Churches

Minnesota Chapter 317A – History

Minnesota Chapter 317A became effective on August 1, 1989, and now governs all Minnesota non-profit corporations, many of which are churches.

Minnesota Chapter 317A required that all Chapter 317 corporations which had not elected to be governed by Minnesota Chapter 317A would automatically become subject to its provisions on January 1, 1991.

Minnesota Chapter 317A Churches – Conversions

Many Minnesota religious corporations originally formed under Minnesota Chapter 315 converted:

  • to Minnesota Chapter 317 prior to January 1, 1991, and
  • later to Minnesota Chapter 317A – either voluntarily, or automatically.

Minnesota Chapter 317A Churches – Election

Minnesota nonprofit corporations which were governed by either Minnesota Chapter 315 or Minnesota Chapter 317 could elect to be governed by Minnesota Chapter 317A by filing a resolution which had been approved by its members with the office of the Minnesota Secretary of State.

Minnesota Chapter 317A Churches – Articles of Incorporation

Minnesota Chapter 317A non-profit corporations are formed by filing Articles of Incorporation with the office of the Minnesota Secretary of State – which Articles of Incorporation must contain the following information:

(1)       the name of the corporation;

(2)       the address of the registered office of the corporation;

(3)        the name of its registered agent, if any, at the registered office address;

(4)       the name and address of each incorporator; and

(5)       a statement that the corporation is organized under Chapter 317A.

If official recognition of tax exempt status by the Internal Revenue Service is desired by the church, certain paragraphs may be inserted into its Articles of Incorporation in order to facilitate obtaining a determination letter of tax exempt status from the Internal Revenue Service.

Minnesota Chapter 317A Churches – Corporate Documents

Minnesota non-profit corporations subject to the provisions of Minnesota Chapter 317A – including churches – generally have two documents which govern their affairs.

Minnesota Chapter 317A Churches – Articles of Incorporation

A religious corporation or society subject to the provisions of Minnesota Chapter 317A will have Articles of Incorporation, which:

  • have been filed with the Minnesota Secretary of State; and
  • contain certain statements required by Minnesota Chapter 317A.

Minnesota Chapter 317A Churches – Bylaws

A religious corporation or society subject to the provisions of Minnesota Statutes, Chapter 317A, may have Bylaws, which are not filed with any governmental agency, but contain:

  • provisions which govern the church’s affairs, and
  • sometimes, doctrinal statements of the church.

Minnesota Chapter 317A Churches – Articles

Although Articles of Incorporation are the most common type of document identified in Minnesota Chapter 317A, such chapter also defines the term “articles” to include one or more of the following documents:

  • articles of incorporation;
  • articles of amendment;
  • a resolution of election to become governed by Chapter 317A;
  • a statement of change of registered office, registered agent, or name of registered agent;
  • articles of merger;
  • articles of consolidation;
  • articles of abandonment; and
  • articles of dissolution.

Minnesota Chapter 317A Churches – Bylaws

Minnesota Chapter 317A defines the term “bylaws” to mean the code adopted for the regulation or management of the internal affairs of a corporation, regardless of how designated.

Minnesota Chapter 317A provides that bylaws may contain any provision relating to the management or regulation of the corporation consistent with law or the articles, including, but not limited to, provisions relating to property, voting, and other rights and privileges of members.

Minnesota Chapter 317A Churches – Constitution

 A Minnesota church corporation which converts from Minnesota Chapter 315 to Minnesota Chapter 317A generally remains subject to the same Constitution and Bylaws it had when it was governed by Chapter 315 – unless any of such provisions are contrary to the provisions of Minnesota Chapter 317A.

However, Minnesota Chapter 317A does not recognize a Constitution as being substantively different than Bylaws.

Therefore, under Minnesota Chapter 317A, a document which is identified as a Constitution is either:

  • merely a section of the organization’s Bylaws, or
  • its entire Bylaws.

This means that even though the internal governing documents of a Minnesota church corporation may be separately referred to as its Constitution and its Bylaws, under Minnesota Chapter 317A, both documents are of the same nature, and are classified as Bylaws.

Minnesota Chapter 317A Churches – Hierarchy of Governing Provisions

 Bylaw provisions cannot be inconsistent with any terms contained in the corporation’s Articles of Incorporation, and neither the Articles of Incorporation nor the Bylaws can be in conflict with Minnesota Chapter 317A.

However, Minnesota Chapter 317A does provide that a corporation’s statutory powers may be subject to certain limitations which are identified in its Articles of Incorporation or Bylaws.

Minnesota Chapter 317A Churches – Amendment of Articles and Bylaws

Under Minnesota Chapter 317A, the method required to be used for amending a Minnesota nonprofit corporation’s Articles of Incorporation is different, and more restrictive, than the method used for amending its Bylaws.

The procedure for the amendment of Articles of Incorporation may require the approval of both:

  • the corporation’s members, and
  • its board of directors.

However, unless reserved by the Articles of Incorporation to the members, the power to adopt, amend, or repeal a corporation’s Bylaws is vested in the board of directors.

Nevertheless, any such power of the board of directors is subject to the power of the voting members (usually the congregation), to adopt, amend, or repeal Bylaws adopted, amended, or repealed by the board of directors.

Minnesota Chapter 317A Churches – Board of Directors

 Minnesota Chapter 317A provides that:

  • the business and affairs of a Minnesota nonprofit corporation must be managed by, or under the direction of, a board of directors, and
  • all directors are entitled to vote, and have equal rights and preferences, except as otherwise provided in the Articles of Incorporation or Bylaws.

Conclusion – Minnesota Church Corporation Law – Minnesota Chapter 317A Churches

Minnesota church organizations are generally governed by either Chapter 315, or Chapter 317A, of the Minnesota Statutes.

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.

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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

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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.

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