Christ the King is a church, a body of believers organized for worship, ministry, and mission. As a church in the Presbyterian Church in America (PCA), our doctrinal standards are set forth in the Westminster Confession of Faith and Catechisms and our polity (church government) is described in the Book of Church Order (BCO), all subject to Scripture.

Christ the King (CTK) is also a corporation, organized under the laws of the Commonwealth of Massachusetts, and is also subject to its rules and regulations governing nonprofit religious corporations. As religious organizations, churches aren’t required to incorporate, but there are advantages to doing so related to liability, credibility and trust, and more. CTK incorporated in 1994.

Corporations are typically governed by two foundational legal documents. The first is the articles of incorporation, which establishes and legalizes the existence of the corporation and is approved by the Secretary of the Commonwealth. The articles state the name and purpose of the corporation and other essential information. The second is the bylaws. Bylaws are adopted internally (not submitted to or approved by the state) and serve as the framework for the internal structure, operations, and governance of a nonprofit organization. Bylaws play a vital role in ensuring transparency, accountability, and consistency within the nonprofit, while also ensuring compliance with legal and regulatory requirements.

A church that incorporates ordinarily adopts bylaws at the first meeting of its board of directors. In our case, there is no record of the church adopting bylaws, and so CTK has been operating without written bylaws throughout its history. The BCO, when applicable, has guided us in the absence of separate bylaws, but is not an adequate substitute. For example, because it’s an ecclesiastical document, the BCO doesn’t describe who can sign contracts or open bank accounts. These are typically codified in bylaws.

One more thing about bylaws: any bylaws adopted by the church must be consistent with and subject to our ecclesiastical governing documents (the Bible, the Westminster Confession of Faith and Catechisms, and the BCO). The bylaws articulated below endeavor to ensure that. The original template for these bylaws was drafted by an attorney within our denomination and these bylaws are consistent with others throughout the PCA.

Here’s a summary of what you will find in the bylaws below:

A general overview of the bylaws and how they interact with the BCO and our other ecclesiastical standards.

Article I: Where the principal office of the church is located.

Article II: The composition, powers, and meetings of the Board of Directors. Note that the Board is made up of the elected ruling elders serving on the Session and in good standing – this is consistent with our practice throughout the history of the church.

Article III: How committees of the Board are constituted (not to be confused with church committees or Session committees).

Article IV: Description and duties of the Corporate Officers. These are not to be confused with ecclesiastical (church) officers, which are elders and deacons. The Corporate Officers of President, Secretary, and Treasurer (and others) are appointed by the Board of Directors to execute the actions of the Board, for example, signing contracts and managing bank accounts.

Article V: Describes the membership and meetings of the corporation. All communing members of the church are also members of the corporation and are entitled to participate in meetings of the corporation. Congregational meetings are considered meetings of the corporation when matters of civil law are discussed.

Article VI: Includes a description of how the Articles of Incorporation and Bylaws may be amended.

Because the church does not have any existing bylaws that govern how new bylaws are to be adopted, it seemed reasonable to the Session to put these proposed bylaws before the congregation for adoption at a meeting of the corporation. We plan to do so at our upcoming congregational meeting in July.

To give the congregation adequate time to review the proposed bylaws in advance of the meeting, we’re posting these now, about 2 months prior to the congregational meeting planned for July. We will have a public comment period through June 23 during which we will receive comments or questions related to the proposed bylaws. Please use the form below to post your comments.

Section 1.01. Offices. The Corporation may have offices at such place or places within or without the Commonwealth of Massachusetts as the Board of Directors may from time to time appoint or as the business of the Corporation may require or make desirable.

Section 2.01. Powers. The civil activities and affairs of the Corporation shall be managed by its Board of Directors. In addition to the powers and authority expressly conferred on it by the Articles of Incorporation and these Bylaws, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not prohibited by law (provided such laws are not in conflict with the Holy Scriptures or doctrine or The Book of Church Order), by the Constitution of the Presbyterian Church in America, by the Articles of Incorporation, or by these Bylaws. Such powers and authority shall include, but not be limited to, the buying, selling and mortgaging of property for the church, the acquiring and conveying of title to such property, the holding and defending of title to the same, and the managing of any permanent special funds entrusted to them for the furtherance of the purposes of the church, provided that such duties do not infringe upon the powers and duties of the Session or of the Board of Deacons. In buying, selling, and mortgaging real property, the Directors shall act solely under the authority of the Corporation, granted in a duly constituted meeting of the members of the Corporation.

Section 2.02. Number. The Board of Directors shall consist of not more than the number of Ruling Elders serving on the Session of the church pursuant to Section 2.03 nor less than two (2) persons.

Section 2.03. Qualifications - Election and Term. Directors shall be of the age of eighteen (18) years or over, but need not be residents of the Commonwealth of Massachusetts. The Board of Directors shall consist of all Ruling Elders serving on the Session of the church, excluding any Ruling Elders suspended from office. Each Ruling Elder/Director shall be elected according to the qualifications and procedure detailed in The Book of Church Order of the Presbyterian Church in America. Each Director shall serve on the Board of Directors as long as he is a member of the Session of the church and not suspended from office or otherwise removed as a Director pursuant to Section 2.15.

Section 2.04. No Compensation. The Directors shall serve without compensation, except that the Board by resolution may provide for reasonable expenses for attendance at meetings of the Board to be reimbursed.

Section 2.05. Regular Meetings. Meetings of the Board of Directors shall be held at such place, either within or outside the Commonwealth of Massachusetts, as may from time to time be fixed by resolution of the Board of Directors, or as may be specified in the notice of meeting. Regular meetings of the Board of Directors shall be held at such time as may from time to time be fixed by resolution of the Board of Directors.

Section 2.06. Special Meetings. Special meetings may be held if called pursuant to Section 2.07 herein with at least two days' notice by telephone or personal delivery or electronic mail, or five days' notice by first class mail, of the time and place of the meeting to each Director.

Section 2.07. Calling Meetings. Meetings of the Board of Directors may be called by the President of the Corporation when he may judge it requisite or when requested to do so by any two of the Directors.

Section 2.08. Waiver of Notice. Notice of a meeting of the Board of Directors need not be given in any event to any Director who signs a waiver of notice either before or after the meeting. Attendance of a Director at a meeting shall constitute a waiver of notice of such meeting and waiver of any and all objections to the place of the meeting, the time of the meeting, or the manner in which it has been called or convened, except if a Director states, at the beginning of the meeting, any such objection or objections to the transaction of business.

Section 2.09. Contents of Notice. The business to be transacted at, and the purpose of, any regular or special meeting of the Board of Directors need not be specified in the notice or waiver of notice of such meeting.

Section 2.10. Quorum. A majority of the number of Directors stated in the Articles of Incorporation or the number last fixed by the Directors, as the case may be, at a meeting duly assembled, shall constitute a quorum for the transaction of business, and the act of a majority of such Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors except as may be otherwise specifically provided by law, by the Articles of Incorporation, or by these Bylaws. If at any meeting of the Board of Directors there shall be less than a quorum present, a majority of those present may adjourn the meeting, without further notice, from time to time until quorum shall have been obtained.

Section 2.11. Conduct of Meetings. The President of the Corporation, and in his absence the acting President, named by the Board of Directors, shall preside at meetings of the Board of Directors. The Secretary of the Corporation, or in the Secretary's absence any person appointed by the presiding Officer, shall act as Secretary for meetings of the Board of Directors. Meetings shall be governed by The Book of Church Order of the Presbyterian Church in America and most recent edition of Robert's Rules of Order, except where Robert's Rules of Order are inconsistent therewith.

Section 2.12. Videoconference, Teleconference, Telephone, and/or Remote Participation. Directors may participate in meetings of the Board of Directors through use of video conference, conference telephone or similar communications equipment so long as all Directors participating in the meeting can hear one another. Such participation shall constitute personal presence at the meeting, and consequently shall be counted toward the required quorum in any vote.

Section 2.13. Written Consent. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if a written consent, setting forth the action so taken, is signed by all members of the Board or of such committee, as the case may be. Such written consent shall be filed with the minutes of the proceedings of the Board or committee.

Section 2.14. Adjournment. A majority of the Directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of any such adjourned meeting shall be given to the Directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other Directors, with at least two days' notice by telephone or personal delivery or electronic mail, or five days' notice by first class mail, of the time and place of the meeting.

Section 2.15. Removal. The Board of Directors may declare the position of a Director vacant, and may remove such Director for cause, on occurrence of any of the following events: the Director has been declared of unsound mind by a final order of court, the Director has been convicted of a felony, or the Director has been suspended or deposed from the office of Ruling Elder through church discipline.

Section 2.16. Resignation. Any Director may resign by following the procedures prescribed by The Book of Church Order of the Presbyterian Church in America for resigning from duty on the Session or by being divested of the office of Ruling Elder.

Section 3.01. Committees. Committees may be established by the Board from time to time; shall consist of two or more Directors, as provided by the Board; and shall be authorized to exercise the authority of the Board of Directors to the extent provided in the resolution creating any such committee. Any such committee shall act by majority vote; and shall have a quorum of one-third of the member Directors, but in any event not less than two Directors.

Section 4.01. Election. The Board of Directors shall elect a Treasurer and a Secretary. The President shall serve ex officio as provided pursuant to Section 4.06 herein.

Section 4.02. Other Officers. The Board of Directors at any time and from time to time may appoint such other Officers as it shall deem necessary, including one or more Assistant Treasurers, and one or more Assistant Secretaries, who shall hold their offices for such terms as shall be determined by the Board and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors or the President.

Section 4.03. Multiple Offices. Any person may hold any two or more Offices, except that no person may hold both the Offices of President and Secretary.

Section 4.04. Compensation. The salaries of the Officers of the Corporation shall be fixed by the Session of the church.

Section 4.05. Term. Each Officer of the Corporation shall hold office until his successor is chosen or until his resignation, death, or removal.

Section 4.06. President. The Senior Pastor of the church shall serve as the President of the Corporation. The President shall preside at all meetings of the members of the Board of Directors and at all Congregational meetings; shall be an advisory member of all committees; shall sign such papers as may be required by his office or as may be directed by the Board of Directors; shall make such reports and recommendations to the Board of Directors of the Corporation at any regular or special meetings, concerning the work and affairs of the Corporation, as in his judgment may be necessary for their information and guidance, may require such reports from the Treasurer and Secretary, as in his judgment are necessary, shall manage the affairs and direct the work and employees of the Corporation, subject to and in accordance with the directions of the Session, shall be authorized to incur expenses in accordance with the approved budget, or as directed by the Session, and shall perform such other duties as may be incidental to the office.

Section 4.07. Vice Presidents. The Associate and/or Assistant Pastors of the church may be named by the Board to serve as Vice Presidents of the Corporation. The Vice Presidents, in the order named by the Board of Directors, shall perform the duties of the President in the event of the absence, resignation, refusal to act, or inability to act of the President. One Vice President may be designated by the Board as Executive Vice President.

Section 4.08. Secretary. The Secretary shall be a resident of the Commonwealth of Massachusetts unless the Corporation shall have a duly appointed resident agent. The Secretary shall issue in writing all notices of meetings, shall notify individuals of their election to the Session and the Board of Directors, shall keep complete records and minutes of meetings of the Board and of the Congregation, shall furnish the Board of Directors with a list of officers, members of the Board of Directors, and members of committees whose terms are expiring, shall mail or e-mail such other notices as may be directed by the Board of Directors, shall be custodian of all records of the Corporation, except such records and papers as shall be kept by the Treasurer as herein provided, shall sign such papers as may be required by his office or as directed by the Board of Directors, and shall perform such other duties as may be incidental to the office.

Section 4.09. Treasurer. The Treasurer shall be a member of the Congregation but may or may not be a member of the Board of Directors. The Treasurer shall receive all moneys of the Corporation and have custody thereof, shall deposit the funds of the Corporation in one or more banks selected by the Board of Directors, shall disburse funds in accordance with the directions of and upon the signatures of persons designated by the Board, shall keep a full account of all moneys received and paid out, and shall make such reports thereof to the President and Board of Directors as they may require, shall receive and have custody of all deeds, securities, notes, contracts and other financial papers of the Corporation and shall place them for safekeeping in the safe deposit vaults of a bank designated by the Board and under such rules as to access as the Board shall determine, shall keep full account of all deeds, securities, notes and financial papers of the Corporation and shall make such accountings and reports thereof to the President and Board of Directors as they may require, may cause the books of account of the Corporation to be reviewed by a public accountant approved by the Board of Directors, shall cause to be prepared and shall present annually at a meeting of the Board of Directors a comprehensive financial statement, shall sign such papers as may be required by his/her office or as may be directed by the Board of Directors and shall perform such other duties as may be incidental to the office. He/She shall not be required to give any bonds, unless the Board of Directors provide otherwise, and in the amounts as they shall determine, for the faithful performance of his/her duties. The said books of account shall be open at any time during regular business hours to inspections by any Director, the President, and the Secretary.

Section 4.10. Contracts. Unless authorized in a particular instance by the Board of Directors by resolution, no Officer, employee, or agent shall have any authority to bind the Corporation by any contract, to pledge its assets or credit, or to render it liable pecuniarily, for any amount in excess of $10,000. If so authorized, or if less than $10,000, any of the foregoing Officers singly may execute contracts or deliver instruments on behalf of the Corporation, pledge its assets or credit, or render it liable pecuniarily.

Section 4.11. Removal. The Board of Directors may remove any Officer other than President or Vice President with or without cause whenever in its judgment the best interests of the Corporation will be served thereby. Removal of the President or a Vice President shall be handled according to The Book of Church Order of the Presbyterian Church in America. Election or appointment of an Officer or other agent shall not of itself create contract rights.

Section 4.12. Resignation. Any Officer may resign at any time on written notice to the Board of Directors, to take effect immediately unless a future effective date is specified, without prejudice to any rights of the Corporation under any contract to which the Officer is a party.

Section 4.13. Vacancies. A vacancy in any Office shall exist on the death, resignation, or removal of any Officer. In case of a vacancy, the Board of Directors may elect a new Officer, except for the Offices of President and Vice President, which shall be filled by men selected according to the procedures detailed in The Book of Church Order of the Presbyterian Church in America. In case of the absence of any Officer of the Corporation, or for any other reason that the Board of Directors may deem sufficient, the Board of Directors may delegate, for the time being, any or all of the powers or duties of such Officer to any other Officer or to any Director.

Section 5.01. Qualifications. Members of the Corporation shall be those persons who have qualified and been admitted into the communing membership of the church according to the requirements and provisions of The Book of Church Order of the Presbyterian Church in America and the Session of the church. Each member shall be entitled to one vote each.

Section 5.02. Meetings. Meetings of the Congregation of the church, when called pursuant to the procedures required by The Book of Church Order of the Presbyterian Church in America, shall be considered to be meetings of the Corporation when the purpose of calling such meetings is for the consideration of matters concerning civil law, such as the buying, selling or mortgaging of real estate. Such Congregational meetings shall be conducted according to the rules and procedures of The Book of Church Order of the Presbyterian Church in America and the most recent edition of Robert's Rules of Order, except where Robert's Rules of Order are inconsistent therewith. Vote by proxy is not allowed.

Section 5.03. Videoconference or Teleconference Participation. At its discretion, the Board of Directors may authorize a meeting of the Congregation to be conducted by videoconference or teleconference or similar communications equipment so long as all Members participating in the meeting can hear one another at the same time. Technical means shall be employed to maintain the deliberative character of the meeting. Such participation shall constitute personal presence at the meeting, and consequently shall be counted toward the required quorum in any vote.

Section 6.01. Amendment. Amendments to the Articles of Incorporation may be made by resolution of the Members of the Corporation at a meeting at which two-thirds of the entire membership is present and voting therefore. The Board of Directors shall have the power to adopt and amend by a majority vote these Bylaws in any way not inconsistent with The Book of Church Order of the Presbyterian Church in America, the Articles of Incorporation or the laws of the Commonwealth of Massachusetts or the United States (provided such laws are not in conflict with the Holy Scriptures or doctrine or The Book of Church Order).

Section 6.02. Indemnification. The Corporation shall indemnify its Directors, Officers, employees, and other agents to the extent permitted by relevant law. The Board of Directors may maintain liability insurance coverage for any or all of the Corporation's Directors, Officers, employees, or agents.