Certificate of Formation and Bylaws

One of the business items approved by the messenger body at the SBTC Annual Meeting in Lubbock in 2009 was to replace the Convention’s current Articles of Incorporation with a new Certificate of Formation.  This was necessary because of the new Texas Business Organizations Code which went into affect January 1, 2010.  This new law applies to all non-profit corporations in Texas, which includes incorporated churches.  

In an article published in the October 5, 2009 issue of the Southern Baptist TEXAN, our attorney says “prudence will require incorporated churches to have an attorney review the church’s articles of incorporation, now called “certificates of formation” and the church’s bylaws, to make certain those documents are synchronized with the new Code.”

We recommend strongly that you do not attempt to analyze the new law or draft new documents without the assistance of an attorney who is familiar with non-profit law.  If you do not have a relationship with a local attorney, your association or an SBTC affiliated church in your area may be able to make a recommendation.

In order to provide assistance in this process, we have created a model Certificate of Formation and model Bylaws for your review.  These template documents should help move the process forward and minimize the time spent with an attorney. They are drawn in generality and will need to be specifically modified to the desire of each autonomous church body.

The new law does not make changes for those church bodies who have not filed formative documents with the Secretary of State. These are known as “unincorporated associations.” However, unincorporated associations may want to have legal counsel review their constitution and/or bylaws to make certain they are consistent with the new Code.

Thank you for your ministry partnership in Texas and around the world through the Cooperative Program. Please let us know if we can assist you in any way.

Note: Although this resource was created in 2009, it is still a valuable help to churches.

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