Provides a means of incorporation for affiliated churches of the Elim Fellowship under the religious corporations law; establishes requirements regarding notice, voting eligibility, meetings and corporate powers.
STATE OF NEW YORK
________________________________________________________________________
4326
2009-2010 Regular Sessions
IN SENATE
April 22, 2009
___________
Introduced by Sen. VALESKY -- read twice and ordered printed, and when
printed to be committed to the Committee on Corporations, Authorities
and Commissions
AN ACT to amend the religious corporations law, in relation to providing
a means of incorporation for churches affiliated with the Elim Fellow-
ship
The People of the State of New York, represented in Senate and Assem-bly, do enact as follows:
1 Section 1. The religious corporations law is amended by adding a new
2 article 22 to read as follows:
3 ARTICLE 22
4 ELIM FELLOWSHIP, AFFILIATED AND INDEPENDENT CHURCHES
5 Section 460. Application.
6 461. Approval for incorporation.
7 462. Qualification of voters.
8 463. Notice of meeting for incorporation.
9 464. Meeting for incorporation.
10 465. Church governance.
11 466. Certificate of incorporation.
12 467. Reincorporation of present incorporated churches.
13 468. Time, place and notice of corporate meetings.
14 469. Corporate meetings.
15 470. Ownership of property.
16 471. Right of affiliation and self-government.
17 § 460. Application. 1. This article applies to any unincorporated
18 church affiliated with Elim Fellowship, Inc. with headquarters at Lima,
19 New York, and to any heretofore incorporated church or body, so affil-
20 iated, which desires to reincorporate pursuant to this article. Inde-
21 pendent churches may incorporate or reincorporate under this article in
22 the manner provided in sections four hundred sixty-one and four hundred
EXPLANATION--Matter in italics (underscored) is new; matter in brackets
[] is old law to be omitted.
LBD08257-01-9
S. 4326 2
1 sixty-seven of this article, and all the provisions of this article
2 shall apply to such churches as the context requires.
3 2. Nothing hereinafter provided shall prevent or prohibit any hereto-
4 fore incorporated church or body, affiliated with Elim Fellowship, Inc.
5 from maintaining and continuing the relationship which such church or
6 body enjoyed at the time of the effective date of this article should
7 such church or body determine not to reincorporate pursuant to this
8 article.
9 § 461. Approval for incorporation. Any unincorporated church or any
10 heretofore incorporated church wishing to incorporate under this article
11 shall first apply to the General Secretary of Elim Fellowship, Inc. for
12 approval. The certificate of incorporation shall reference such written
13 approval.
14 § 462. Qualification of voters. The following parties and no others
15 shall be qualified voters for all purposes under this article: all
16 persons eighteen years of age or over who are members in good and regu-
17 lar standing of the church or body by admission into membership there-
18 with, in accordance with the standards for membership in the local
19 church as determined by the local church itself.
20 § 463. Notice of meeting for incorporation. Notice of a meeting for
21 the purpose of incorporating an unincorporated church shall be given as
22 follows:
23 1. The notice shall be in writing and shall state, in substance, that
24 a meeting of such unincorporated church will be held at its usual place
25 of worship at a specified day and hour for the purpose of incorporating
26 such church and electing three or more trustees, but not to exceed
27 fifteen.
28 2. The notice must be signed by at least six qualified voters. A copy
29 of such notice shall be publicly read at each of the two consecutive
30 Sunday mornings, or main worship services, of such unincorporated church
31 preceding the meeting to incorporate, by the minister of such church, or
32 if none, by the church member who has been designated by the membership
33 or other authorized body of the church to conduct the worship service
34 that day (the "officiating minister"); and at least fifteen days before
35 the meeting for incorporation, a copy of such notice shall be posted at
36 the place of worship.
37 § 464. Meeting for incorporation. 1. At the meeting for incorporation
38 held in pursuance of such notice, only qualified voters shall be eligi-
39 ble to vote.
40 2. The presence of one-third of the qualified voters or six qualified
41 voters, whichever number is higher, shall be necessary to constitute a
42 quorum of such meeting. The action of the meeting upon any matter or
43 question shall be decided by a majority of the qualified voters present.
44 3. The minister of the church, or if none, the officiating minister,
45 shall act as presiding officer of the meeting to incorporate. The
46 presiding officer shall call the meeting to order and shall be the judge
47 of the qualification of voters.
48 4. Such meeting shall decide by ballot whether the church shall be
49 incorporated, the name of the proposed corporation, the names of the
50 initial trustees, and the date, not more than fifteen months thereafter,
51 on which the first annual election or affirmation of the trustees there-
52 of after such meeting shall be held. The trustees shall hold office
53 until their successors are elected or affirmed.
54 5. At the meeting for incorporation a constitution and by-laws shall
55 be adopted setting forth a form of church governance that is consistent
56 with section four hundred sixty-five of this article.
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1 § 465. Church governance. 1. A church incorporated under this section
2 shall provide in its certificate of incorporation or by-laws for trus-
3 tees to be elected or appointed at large, or by virtue of their office.
4 There shall be a minimum of three trustees. To the extent practicable,
5 terms of office shall be for three years and staggered. Terms may be
6 consecutive.
7 2. Provision shall also be made in its certificate of incorporation or
8 by-laws for officers of the corporation to be elected or appointed at
9 large or by virtue of their office. Normally, the senior pastor would
10 serve as president. The president and secretary shall not be the same
11 person. To the extent practicable, terms of office shall be for three
12 years and staggered. Terms may be consecutive.
13 3. Provision shall also be made in its certificate of incorporation or
14 by-laws for spiritual oversight of the church by an eldership board, a
15 board of presbyters, a senior pastor or some combination of the above.
16 Terms of office may be definite or indefinite as the by-laws may speci-
17 fy.
18 4. Provision shall also be made in its certificate of incorporation or
19 by-laws for periodic affirmation of appointive positions by a designated
20 body or board.
21 § 466. Certificate of incorporation. 1. If at the meeting for incorpo-
22 ration it shall be decided that such unincorporated church shall become
23 incorporated, the presiding officer of the meeting and two others shall
24 execute and acknowledge a certificate of incorporation, in which shall
25 be stated the name or title by which such body shall be known in the
26 law; the purpose of its organization; the names and addresses of the
27 initial trustees, the county, town or city in which its principal place
28 of worship is or is intended to be located; and a statement that the
29 church is in affiliation with Elim Fellowship, Inc.
30 2. The certificate of incorporation shall reference the written
31 approval of Elim Fellowship, Inc. to its incorporation pursuant to this
32 article and shall further contain a dissolution clause in favor of Elim
33 Fellowship, Inc., or its successors, provided Elim Fellowship, Inc. is
34 then in existence and is an organization that qualifies under section
35 501(c)(3) of the Internal Revenue Code of 1986, as amended.
36 3. On filing such certificate in the office of the county clerk of the
37 county in which the principal office or place of worship of the corpo-
38 ration is or is intended to be located, such church shall be a corpo-
39 ration by the name stated in the certificate of incorporation.
40 § 467. Reincorporation of present incorporated churches. 1. Any church
41 heretofore incorporated may, subject to restrictions and limitations of
42 existing laws, reincorporate under the provisions of this article, by
43 filing in the county clerk's office in the county in which its principal
44 place of worship is located, a certificate, signed and acknowledged by
45 the general secretary of Elim Fellowship, Inc., and signed and acknowl-
46 edged by all the trustees of said church in office at the time of such
47 reincorporation, setting forth that the said church by a majority vote
48 of the members present at a duly called meeting of the membership, as
49 determined by the by-laws of the existing corporation, desires to rein-
50 corporate under the provisions of this article. Such certificate shall
51 set forth those items specified in section four hundred sixty-six of
52 this article.
53 2. The reincorporated corporation shall be deemed a continuation of
54 the previously organized corporation, but thereafter it shall have only
55 such rights and powers and be subject only to such obligations as any
56 corporation created under this article, provided, however, that all
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1 property rights and liabilities of the previously organized corporation
2 shall be vested in and assumed by the reincorporated corporation. The
3 corporate by-laws and officers of the reincorporated corporation shall
4 be the same as those of its predecessor until changed pursuant to the
5 said by-laws, provided they conform to the provisions of section four
6 hundred sixty-five of this article.
7 § 468. Time, place and notice of corporate meetings. 1. The by-laws
8 shall make provision for an annual corporate meeting and for giving
9 appropriate notice to each voting member of the date and place of each
10 such meeting.
11 2. Notices of any special meeting shall state the purpose or purposes
12 for which the meeting is called and no business shall be transacted at
13 such special meeting except that contained in such notice.
14 § 469. Corporate meetings. 1. Each church shall determine the require-
15 ments for a quorum in their by-laws that shall not exceed fifty percent
16 of the members.
17 2. The action of the meeting upon any matter or question shall be
18 decided in a manner provided by the by-laws.
19 3. The presiding officer of any meeting shall be the senior pastor of
20 the church or if none, as shall be set forth in the by-laws of the
21 church.
22 § 470. Ownership of property. 1. The trustees of every such incorpo-
23 rated or reincorporated church shall have the custody and control of all
24 the real and personal property belonging to the corporation, except if a
25 church shall become extinct, at the option of Elim Fellowship, Inc.,
26 such property shall vest in and become the property of such Elim Fellow-
27 ship, Inc. as provided in the dissolution clause of such church's
28 certificate of incorporation.
29 2. A church which fails to hold regular worship services attended by
30 six or more members for a period of eight consecutive months, may be
31 declared by Elim Fellowship, Inc. to be dissolved and extinct, in which
32 event a declaration of extinction shall be filed in the office of the
33 clerk of the county in which the church is located and the church shall
34 be deemed to be dissolved and extinct for all purposes.
35 § 471. Right of affiliation and self-government. 1. Each incorporated
36 or reincorporated church pursuant to this article shall be deemed to
37 have entered into a voluntary affiliation with Elim Fellowship, Inc.
38 and shall share in the privileges and responsibilities of such Fellow-
39 ship.
40 2. Churches shall be deemed to be sovereign, autonomous, self govern-
41 ing and self determining bodies. The affiliation of a church with Elim
42 Fellowship, Inc. shall be in matters of doctrine and conduct. In the
43 event determination of disaffiliation with Elim Fellowship, Inc. is
44 under consideration by an affiliated assembly, the pastor and/or the
45 church board shall invite the leadership of Elim Fellowship, Inc. to
46 designate one of its elders or field leaders to participate in a
47 specially called church meeting for the express matter of giving Elim
48 Fellowship, Inc. the opportunity to present the case for continued
49 affiliation.
50 3. A church that has incorporated or reincorporated under this article
51 and which determines by the requisite vote and protocol to disaffiliate
52 with Elim Fellowship, Inc. shall forthwith file a notice of disaffil-
53 iation in the office of the clerk of the county in which the church is
54 located.
55 4. Elim Fellowship, Inc. shall have authority to disaffiliate any
56 church that has incorporated or reincorporated under this article, if
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1 such church shall cease to be in good standing with Elim Fellowship,
2 Inc. over matters of doctrine and conduct. Any such determination of
3 disaffiliation shall be made by the council of elders of Elim Fellow-
4 ship, Inc. upon hearing of evidence. In the event of disaffiliation by
5 Elim Fellowship, Inc., a notice of disaffiliation shall be filed in the
6 office of the clerk of the county in which the church is located.
7 5. A notice of disaffiliation shall not invalidate the incorporation
8 of the church.
9 § 2. This act shall take effect immediately.
