(Bob Parsons in The Moneychanger)
3 brief letters to Nashville shed the artifice of the corporate church in an entanglement with the state; how to dissolve the corporation
[Note: Nothing in this essay should be construed as legal advice. The material is based on my own reading of the statute and background reading of the church incorporation conflict. If you want professional legal advice upon which you wish to rely, consult an attorney. — DJT]
By David Tulis / Noogradio 1240 AM 101.1 FM
Most churches in Hamilton County are organized as corporations under Tennessee Code Annotated 48-51, also known as the Tennessee Nonprofit Corporation Act of 1987. My own assembly in the Presbyterian Church in America became a Tennessee corporation in 1958.
This essay is intended to lay out the “how” of dissolving the corporation. I have dealt with the theology of the church in general terms elsewhere, and made reference to the primary American authority on the matter, Peter Kershaw.
But before I get to the how I’d like briefly to sketch the why. There is a biblical rationale for each Christian body being a church — and only a church. The attaining of the corporate status is, in many ways, an establishment of religion that the liberals squawk at us is forbidden in the federal constitution and is forbidden even to the states in the federal compact. The religion being established by the corporate charter is not biblical religion, but statism.
The spiritual issues will need to be explored by the governors of your church. Key points: If your church exists solely as a church, it is more fervently under the headship and protection of the Lord Jesus Christ, and is not boggled with a dual allegiance implied under your corporate charter. So-called public policy is racing toward a regime of toleration, with less religious liberty for God’s people. Religious liberty is distinct from religious toleration. Toleration implies submission of the church under the state.
The church’s jurisdiction is distinct from the state’s, and in many ways coextensive. The church has protection from the king. The king is to be informed by the faithful church in all its teachings that touch on the public or national interest. The conversion of the church into a department or utility of the state is commonly called Erastianism. A church has legal immunity from taxation; a religious organization has an exemption. Different things. (Tithes and gifts to a church by a taxpayer who itemizes are deductible no less than tithes and gifts given to a church dressed up as a corporation, according to Mr. Kershaw, a paralegal.)
A move by your church governors to cling to Christ by being solely the church and not a corporation shows these men’s disregard for the favor of the state, and their unwillingness to be trapped by its claims under future regimes through the corporate charter.
Summary of 7 main steps
Briefly, the procedure for returning the corporation from whence it comes is by letter. I don’t expect any fireworks or problems by simply following procedure in the nonprofit corporations section of code, “dissolution,” chapter 64. Draw up a one-page article of dissolution and termination and file it with the secretary of state at the capitol. Other correspondence must be sent, as well. The commissioner of revenue and the attorney general get one-page letters about your church’s plans. Plan a public special meeting of members about your disincorporation. First the board — elders and deacons — votes yes. The members vote to adopt the elders’/deacons’ report. Once this meeting is held of corporate authorities and members, send the dissolution sheet to the secretary of state. His filing of these document is the end of the business.
Disincorporation protocol
Step 1 — main text
Agree on “articles of dissolution and termination.” I suggest the pastor preach a sermon or two on the topic. The deacons post a copy of this one-page sheet on the hall bulletin board. (Appendix, No. 1.)
Step 2 — public notice
Thirty days before, publish notice of a meeting. The agenda item is the church charter and disincorporation. Weekly, announcement is made of the meeting and its importance, with a plea for prayer. Bulletin highlights our plan and gives date.
Step 3 — tax OK
Church government sends the commissioner of revenue a letter requesting a certificate of compliance. (Appendix, Item 2).
Step 4 — preaching
Second sermon on the divine rights of King Jesus by the minister. Discussion of church at early Rome, conflict during Reformation over headship of the church, claims of Jesus upon his bride, nature of spiritual adultery, reference to times of idolatry in Israel, the peril of living in fear or in spirit of concupiscence.
Step 5 — teaching
One or two talks in Sabbath school discuss the theory of Christ’s jurisdiction, the sphere sovereignty of the church, with heavy promotion of the subject material.
Step 6 — key meeting
Special 10- to 20-minute meeting to hold a vote. I suggest two main lines of voting.
1. Votes to quit state entanglement. The officers stand united on the stage and vote. Second, members by a show of hands vote on disincorporation. The elders explain that God’s ordained men believe in taking this step, and want the affirmation of God’s people to show likemindedness. The vote is counted and noted by the meeting secretary. A double vote would be a good idea even if you are a nonprofit organization that does not have members; but most churches, I think, do.
2. Votes on property conveyance. Next, the moderator declares that the officers hereby convey any and all property held by the corporation (Jones Baptist Church Inc.) to the actual church of Jesus Christ, Jones Baptist Church. A deacon, for example, who is a corporate officer, votes to give company property; next, that same officer, with the others, separately votes to receive it. Corporate church members could vote similarly, ratifying the giving (as corporate members) and the receiving (as church members).
Step 7 — sending it in
The church sends letter to attorney general (Appendix, Item 3). It sends secretary of state the dissolution document. The mailing includes a cover letter and the revenue commissioner’s certificate of compliance.
The work is done. Praise God for His many mercies.
The book “In Caesar’s Grip” is a primary resource for any church government seeking independence from the state.
Appendix: 3 key documents
1. Articles of dissolution and termination
Come now the members of Jones Baptist Church Inc. of [address here], Chattanooga, Hamilton County, and, through their officers, declare the following, pursuant to TCA 48-64-109:
1. An end to its existence as a nonprofit business incorporated under TCA 48-51, for the glory of God and for the furtherance of the gospel of Jesus Christ.
2. That the assets of the corporation, which has no creditors, have been transferred to the members of the church, Jones Bpatist Church, of which biblical identity they possessed prior to their having obtained a state charter.
3. The dissolution of the corporation has not been revoked.
4. The intention of members and officers of Jones Baptist Church Inc. to dissolve the corporation was expressed at a special meeting <insert date>, 2014, in which a public vote was taken. The meeting had been advertised 30 days in advance.
__________________________________
John Ezekiel Doe, for the board
2. Commissioner of revenue letter
Jones Baptist Church
1234 Brainerd Road
Chattanooga, TN 37421
Richard Roberts
Commissioner of revenue
Andrew Jackson Building
500 Deaderick Street
Nashville TN 37242
Dear Mr. Roberts,
Please send me a certificate indicating that the corporation I serve, Jones Baptist Church Inc. of 1234 Brainerd Road, Chattanooga, TN 37421, has paid all taxes and properly filled out all reports required by Tennessee revenue laws.
Respectfully yours,
______________________________
John Ezekiel Doe, board member
3. Attorney general letter
Jones Baptist Church
1234 Brainerd Road
Chattanooga, TN 37421
Herbert Slatery III
Attorney general and reporter
P.O. Box 20207
Nashville, TN 37202-0207
Dear Mr. Slatery,
I represent a church in Chattanooga that is in process of dissolving its corporate charter. Jones Baptist Church of 1234 Brainerd Road, Chattanooga, Hamilton County, is reverting to its biblical status as a church, as it was prior to its incorporation in 1961.
Pursuant to TCA 48-64-103 I am giving you notice of our intentions, and enclose a copy of our articles of dissolution and termination.
Respectfully yours,
___________________________
John Ezekiel Doe, board member
Once this has been done, what does the relationship between the church and the state look like? Are there property taxes? If there is a salaried pastor, are there tax issues there? Does the property on which the physical church stand become different tax wise somehow? Are there different liability issues?
Hi, Bill, thanks for asking. Disincorporation need not disturb customary dealings of the church with the world of government. If the pastor is liable for taxation on his wages, the church withholds from his wages and remits funds to the IRS. If the church owes a stormwater fee for its parking lot, it pays that.
Liability for accident or fall remains covered by the church’s existing insurance policy. In the case of our church, our insurer cares not whether we are a church or a church organization (these being different legally). For his purposes, we are a church body, and he insures.
As for being a target of litigation: A church organization is an easier and fatter target than a church. If someone wanted to sue our church, he would sue the church through the corporation. If someone wanted in malice to sue our fellowship sans the corporate status, he has a much more difficult time naming defendants.
An assembly’s status as a church is much more diffuse and much more difficult to sue in an action driven by malice or spite. A church is less visible legally as a church, and more visible and more attachable by legal claims as a nonprofit organization.
My concern is that state charters claim to have the corporate office of deacon, say, supersede the biblical office. Corporation trumps church, in other words. I would much rather be just a deacon, and not also a corporate officer.
I would rather not have any care for “public policy,” especially as the law sphere is being turned against Christendom by the poofter lobby and its court bench allies.
My view is: in your scenario you have what amounts to a partnership. Each member is responsible for the debts of the organization. Insurance does not cover everything, especially in this politically correct world.
Better to remain in a form which provides legal protection for the members and which removes the government’s control over the minds and speech of its members and speakers.
Currently what is said from the podium is controlled by the U.S. government.
The solution: An LLC which protects the members from all kids of legal issues and allows the speakers to say whatever they want. The downside? You will pay property and income tax. But I do not know of many churches so rich that that becomes a big issue.
What’s the price of freedom — of thought — and speech? Priceless!