So you’re in the throws of hammering out Bylaws for your new church. Every nonprofit needs them; they simply spell out how the association or corporation will govern itself. The sample Bylaws you got from a friend describes a Board of Directors/Elders. But then it mentions Corporate Officers.

Wait, aren’t those the same thing?

I’ve seen lots of confusion over Board vs Officers. It doesn’t seem very important, but then all of a sudden you have to file some form with your state telling them who your officers are. Or maybe you’re still filing your Articles of Incorporation and have to name the Board Directors.

I don’t know any church planters that got into ministry to deal with stuff like this. So here’s the quick skinny to get you through this:

Board is Oversight

The Board of Directors of a nonprofit are there to provide wisdom, structure, and accountability. The Board is responsible for hiring & firing the president of the corporation. It’s kind of like the systems of checks & balances built in to democratic governments. Who does the president answer to? The Board.

Having a Board follows the Biblical example of setting up a plurality of leadership. I find it common that the spiritual leaders of the congregation (Elders) also function as the corporation’s Board. But I’m not aware of any hard and fast rule there.

Officers Get it Done

Your state wants to know that your nonprofit/church corporation has:

• Someone who’s in charge (President or CEO)
• Someone who’s keeping track of the money (Treasurer or CFO)
• Someone who’s keeping good records (Secretary)

It’s not super complicated when you understand the basics. There’s some leeway in what you call them, but you have to covers these bases.

It’s OK to Overlap

In almost every circumstance it makes sense for the Lead Pastor to automatically be assigned as the president. Why would you put the Lead Pastor in charge of leading the congregation but not the corporation? Sounds like a recipe for a house divided.

And it is common for the Lead Pastor to automatically have a seat on the Board. Your Lead Pastor should meet the Biblical qualifications of Elder and be one of the spiritual leaders of the congregation, right?

If so, the Lead Pastor actually has 3 roles for the church:

1. President of the Corporation
2. Board Director
3. Employee of the Corporation (Pastor)

So if the President can ‘ride both sides of the fence’, why can’t the other officers, too? I’ve seen Bylaws that specify that the Board is automatically made up of the officers. In that case, they’re the same people, but they each ‘wear several hats’.

Roles, Not Headcount

The bottom line is that there are some basic but critical roles to fill to run your church as a nonprofit organization in your state. You get to specify (in your Bylaws) how you structure your boards and officers, and how it all works. That’s basically what Bylaws do. Just be sure that all the roles are filled, whether by one overlapping group or two separate groups of people.