Members vs. Trustees: How church governance differs from that of traditional nonprofit corporations


CLE credits earned: 2 General Credits (WA 2 Law and Legal (pending))

Over a century of decisions by the U.S. Supreme Court and the highest courts of various states have mandated that the members of a non-hierarchical church, and not its trustees, are responsible for the church’s key corporate decisions. Indeed, it may well be argued that the Free Exercise Clause of the First Amendment prohibits statutory law, such as a state’s not-for-profit law, from depriving the members of a religious society of the right to govern themselves by imposing rules or restrictions limiting member authority. In this course we will review the underlying principles of church governance in congregational churches, with a focus on member vs. trustee authority, and the courts treat governance disputes.

Key topics to be discussed:

•   What is a church corporation?
•   Who owns and makes decisions about a church corporation?
•   What is the role of church trustees?
•   What actions can trustees take on behalf of a church corporation?
•   What is the role of not-for-profit corporation law in a church corporation?

Date / Time: April 28, 2021

•   2:00 pm – 4:10 pm Eastern
•   1:00 pm – 3:10 pm Central
•   12:00 pm – 2:10 pm Mountain
•   11:00 am – 1:10 pm Pacific

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•   Live Video Broadcast/Re-Broadcast: Watch Program “live” in real-time, must sign-in and watch program on date and time set above. May ask questions during presentation via chat box. Qualifies for “live” CLE credit.
•   On-Demand Video: Access CLE 24/7 via on-demand library and watch program anytime. Qualifies for self-study CLE credit. On-demand versions are made available 5 business days after the original recording date and are view-able for up to one year.

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Original Broadcast Date: April 28, 2021

Barry Black | Nelson Madden Black LLP

Barry Black is an experienced litigator and trial lawyer. He represents religious institutions, municipalities, clergy, and other litigants in a variety of issues ranging from governance, property, and employment disputes to religious liberty other First Amendment claims. He has extensive knowledge of and experience with administration and governance issues in religious organizations. Mr. Black has represented religious organizations and associations of various faiths and denominations and provided counsel to municipal and corporate clients on a wide array of matters connected with Religion Law. He has counseled and represented both religious institutions and ministers on clergy-related issues, from parsonage and tax matters to intraorganizational disputes, in federal and state court as well as in mediation and arbitration.
A former litigation partner at a New York City law firm, Mr. Black’s clients have ranged from municipalities and banking institutions to corporations involved in international litigation. Mr. Black is experienced in trial and appellate advocacy. Mr. Black is the Religion Law columnist for the New York Law Journal.

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I. What is a church corporation? 2:00-2:24
II. Who owns and makes decisions about a church corporation? 2:24-2:48
III. What is the role of church trustees? 2:48-3:00
IV. Break 3:00-3:10
V. What actions can trustees take on behalf of a church corporation? 3:10-3:34
VI. What is the role of not-for-profit corporation law in a church corporation? 3:34-4:10