A Primer on Board and Agency Organization

Today's post is by UM & Global blogmaster Dr. David W. Scott, Director of Mission Theology at the General Board of Global Ministries. The opinions and analysis expressed here are Dr. Scott's own and do not reflect in any way the official position of Global Ministries.

As recent posts on this blog about apportionments make clear, the uncertainty about the future of The United Methodist Church extends to its boards and agencies. Thus, it seems useful to provide a brief overview of how boards and agencies are organized and governed. This post will examine the variety of authorizing documents and supervising authorities for church boards and agencies.

United Methodists might think that boards and agencies exist because the Book of Discipline says they should exist, right?

That’s true in part, but the Book of Discipline in only one of three or four foundational documents for boards and agencies that also include a legal charter or articles of incorporation and by-laws, perhaps accompanied by a constitution. These three sources – the Book of Discipline, the articles of incorporation, and the by-laws and constitution – cover, respectively, the agency’s status under church law, its status under secular law, and its internal organizational rules. Thus, each of these documents stipulates distinct but overlapping aspects of an agency’s existence, structure, and purpose.

The Book of Discipline recognizes and regulates the existence of the boards and agencies in Chapter 5 of Part VI of the BOD, titled “Administrative Order.” The BOD includes often lengthy descriptions of the purpose, objectives, and responsibilities of the boards and agencies. The BOD may contain additional programmatic stipulations and/or stipulations about the work of certain sub-units of boards or agencies.

The Book of Discipline also stipulates how the members of the board of directors for each agency are to be chosen, including geographic, gender, and other forms of representation. It may also specify how senior agency leadership is to be chosen, including board officers and senior staff. Finally, the Book of Discipline stipulates in general terms how each of the boards and agencies is to be funded.

The provisions of the BOD regarding boards and agencies are, like most of the rest of the BOD, subject to change by a simple majority vote of the General Conference when it is in session. Thus, General Conference has authority under church law to recognize agencies, to prescribe in general terms what those agencies should do, and to indicate where agencies should generally get their funding.

The agency’s charter or articles of incorporation is a legal document filed with a state government. This legal document recognizes the agency as a non-profit corporate entity with the authority to own property and conduct business.

The articles of incorporation tend to be brief and broad. Articles of incorporation spell out the purpose of the agency in very general terms, specify what group or individual has legal authority to act on its behalf (usually its board), and defines the agency’s relationships with other legal entities, including predecessor groups and designated successor groups.

The articles of incorporation may specify the United Methodist General Conference as a supervisory entity for the board or agency. They may also indicate that the members of the agency’s board of directors must be United Methodist. Thus, the connection between an agency and the UMC may be written into secular law as well as church law, even though the legal existence of an agency is not a function of its recognition by church law. Put another way, an act of General Conference could not automatically dissolve an agency under secular law without additional legal paperwork being filed.

The articles of incorporation can be amended by filing legal paperwork with the appropriate state authorities. Such changes are usually authorized by the agency’s board of directors, with the work carried out by staff and/or hired attorneys. Articles of incorporation must fit within the standards of state law governing non-profit corporations, but beyond those broad parameters, state governments don’t have much of a say in the actual content of the articles of incorporation.

Finally, each agency has by-laws and may also have a constitution. The by-laws and/or constitution will include items such as the name and general purpose of the organization. But most importantly, these documents specify in greatest detail how the agency and its board of directors should be structured to carry out their work.

They indicate what the officers of the board of directors should be and how they are to be chosen. They may specify aspects of the board’s work, including standing committees, timeframes for meetings, criteria for quorum, etc.

They may stipulate the existence of certain senior staff roles such as General Secretary and Chief Financial Officer. They may also specify relationships with other agencies, such as local or annual conference auxiliaries.

The by-laws (and constitution, if there is one) can be changed by the agency’s board of directors. The exact procedure varies and may be different for the constitution, if there is one, than for the by-laws. Generally, a majority of board members, and perhaps a super majority, must vote for by-law changes.

While the responsibility for amending the by-laws and revising the articles of incorporation technically rests with the board of directors, it is worth noting the importance of senior agency staff in suggesting by-law changes and changes to the articles of incorporation. Members of the board of directors sometimes may not be familiar with, may not have strong opinions about, or may not have sufficient time to learn about the technical and legal issues at stake.

Thus, boards of directors will frequently (though not always) defer to senior agency staff who make requests for legal and organizational changes, assuming that senior staff possess the technical expertise and familiarity with the agency necessary to determine how the foundational documents should be changed. Of course, the extent to which this is true depends upon the personalities and abilities of and relationships between senior staff and board leadership.

What does this approach to structure mean for current debates in The United Methodist Church? It means that some changes to how boards and agencies operate could be unilaterally passed by General Conference. However, really substantive changes in how the boards and agencies are set up and their relationship to the denomination (and/or its successors) would likely require agreement among General Conference, the board of directors, and senior staff, or at least a willingness by the board of directors and senior staff to accede to the wishes of General Conference.

If there is significant disagreement between General Conference and the board of directors of an agency on its future, this way of organizing and authorizing the boards and agencies also sets up the possibility of a situation in which the status of the agency under church law and its status under secular law may be in conflict with one another. In that instance, its secular status as determined by its board of directors may (though not necessarily) have an advantage over its church status, since any disputes about the status of the organization and its resources would be resolved in secular courts.