.

The Historical Development of the PCA Book of Church Order

Chapter 25 : Congregational Meetings

Paragraph 7 :

25-7. If a particular church is incorporated, the provisions of its charter and bylaws must always be in accord with the Constitution of the Presbyterian Church in America. All the communing members on the roll of that church shall be members of the corporation. The officers of the corporation, whether they be given the title trustee or some other title, shall be elected from among the members of the corporation in a regularly constituted congregational meeting. The powers and duties of such officers must not infringe upon the powers and duties of the Session or the Board of Deacons.
All funds collected for the support and expense of the church and for the benevolent purposes of the church shall be controlled and disbursed by the Session and the Board of Deacons as their relative authorities may from time to time be established and defined.
To the officers of the corporation may be given by the charter and bylaws of the corporation any or all of the following responsibilities:
a. the buying, selling and mortgaging of property for the church,
b. the acquiring and conveying title to such property, the holding and defending title to the same.
c. 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 such officers shall act solely under the authority of the corporation, granted in a duly constituted meeting of the congregation.


DIGEST: The text of BCO 25-7 remains largely that of PCA 1973 and the Proposed BCO (1973), but with several modest changes. In short, these changes make the current text more specific and more inclusive; also an unnecessary reiteration at the start of the second sentence has been removed.]

ANTECEDENT TEXTS:
PCA 1973, 26-7, Adopted text, as printed in the Minutes of General Assembly, p. 143-144
and
Continuing Presbyterian Church 1973, 26-7, Proposed text, p. 36

If a particular church is incorporated, the provisions of its charter and bylaws must always be in accord with the Constitution of the parent Church. If the congregation is an incorporated body, all the communing members on the roll of that church shall be members of the corporation. The officers of the corporation, whether they be given the title "Trustee" or some other title, shall be elected from among the members of the corporation in a regularly constituted congregational meeting. The powers and duties of such officers must not infringe upon the powers and duties of the Session or the Board of Deacons. All funds collected for the support and expense of the church and for the benevolent purposes of the church shall be controlled and disbursed by the Session and the Board of Deacons as their relative authorities may from time to time be established and defined. To the officers of the corporation may be given by the charter and bylaws of the corporation any or all of the following responsibilities: The buying, selling and mortgaging of property for the church, the acquiring and conveying title to such property, the holding and defending title to the same, 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 such officers shall act solely under the authority of the corporation, granted in a duly constituted meeting of the congregation.

PCUS 1933, XXVIII, 158
and

PCUS 1925, XXVII, 158
When a particular church is incorporated, its meetings for the transaction of the business of the corporation will be provided for in its charter and by-laws, which must always be in accord with the Standards of the Presbyterian Church in the United States, and must not infringe upon the powers or duties of the Session or of the Board of Deacons.

PCUS 1879
[no comparable text]

PCUS 1869 draft
[no comparable text]

PCUS 1867 draft
[no comparable text]


COMMENTARY:
F.P. Ramsay, Exposition of the Book of Church Order
(1898)
[no comparable text for discussion]

CONSTITUTIONAL INQUIRY:

2004 - Constitutional Inquiry #3 from TE Paul Hurst [M32GA, 32-54, II, Item 1, pp. 203-205]
Question - Inasmuch as the officers or trustees of a corporation shall be members of the congregation per BCO 25-7; and,
Since teaching elders are members of the Presbytery and not the congregation per BCO 13-2;
Is it unconstitutional for teaching elders to serve as officers or trustees of the corporation?
If so, what is the remedy?
a. Enforce the present BCO prohibiting teaching elders from serving as officers or trustees of the corporation, or
b. Amend the BCO to permit teaching elders to serve as officers or trustees of the corporation, or
c. Propose another remedy.
Response -
Question 1: Is it unconstitutional for teaching elders to serve as officers or trustees of the corporation?
Answer 1: Yes, assuming the corporation in question is that of a particular church as defined by BCO chapter 4.
Rationale: BCO 25, sections 9, 10, and 11 are designed to protect the property and relationships of the local congregation from the higher courts. BCO 25-7 must be understood in this context. A provision that allows one who is a member of Presbytery, rather than the local congregation, to be an officer or trustee of the entity that "... shall have sole title to [the local church's] property, real personal, or mixed, tangible or intangible, and shall be sole owner of any equity in any real estate, or any fund or property of any kind held by or belonging to any particular church..." would be inconsistent with that design.
The following provisions of the BCO, taken together, underscore this interpretation.
1. BCO 25-7, sentence 1 states "If a particular church is incorporated, the provisions of its charter and bylaws must always be in accord with the Constitution of the Presbyterian Church in America."
2. BCO 13 sections 1 and 2 make clear that teaching elders are members of Presbyter, not the particular church.
3. BCO 25-7, sentence 2 states "All the communing members on the roll of that church shall be members of the corporation." In the absence of any other provision in the BCO relating to corporate membership, this indicates a limit on membership in the corporation.
4. Nothing in the BCO indicates any pool other than communing members from which members, officers or trustees of the corporation may be drawn.
5. BCO 25-7, sentence 3 states, "The officers of the corporation, whether they be given the title trustee or some other title, shall be elected from among the members of the corporation in a regularly constituted congregational meeting."
Therefore, it is unconstitutional for teaching elders to serve as officers or trustees of the corporation of a particular church.
The CCB notes that BCO 25-11 provides for appropriate accommodation of the BCO and civil law in order to comply with mandates of civil law that do not pertain to "matters ecclesiastical." This Inquiry does not raise an issue that requires such an accommodation.
Question 2: What is the remedy?
Answer 2: The CCB's charge is to provide Constitutional advice and interpretation. It is, therefore, beyond the Committee's purview to propose a remedy. This is particularly true in the case of an abstract remedy such as a potential BCO change because there may be civil and ecclesiastical consequences the Committee cannot anticipate.
Adopted by CCB.



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