Copyright © December 10, 2012
Note. This is a modified version of Section VI, Chapter 2 of God Betrayed: Separation of Church and State/The Biblical Principles and the American Application.
President James Madison understood that incorporation of churches exceeds the authority of civil government and violates the First Amendment. Therefore, on February 21, 1811 he vetoed a bill entitled “An Act incorporating the Protestant Episcopal Church in the town of Alexander, in the District of Columbia” the District of Columbia being under federal jurisdiction. He returned the bill with the following objections:
- “Because the bill exceeds the rightful authority to which governments are limited by the essential distinction between civil and religious functions, and violates in particular the article of the Constitution of the United States which declares ‘Congress shall make no law respecting a religious establishment.
- “The bill enacts into and establishes by law sundry rules and proceedings relative purely to the organization and policy of the church incorporated, and comprehending even the election and removal of the minister of the same, so that no change could be made therein by the particular society or by the general church of which it is a member, and whose authority it recognizes.
- “This particular church, therefore, would so far be a religious establishment by law, a legal force and sanction being given to certain articles in its constitution and administration. Nor can it be considered that the articles thus established are to be taken as the descriptive criteria only of the corporate identity of the society, inasmuch as this identity must depend on other characteristics, as the regulations established are in general unessential and alterable according to the principles and canons by which churches of the denomination govern themselves, and as the injunctions and prohibitions contained in the regulations would be enforced by the penal consequences applicable to the violation of them according to the local law…”
(Norman Cousins, In God We Trust (Kingsport, Tennessee: Kingsport Press, Inc., 1958), p. 317; also quoted in a book Edited by Lenni Brenner, Jefferson and Madison on Separation of Church and State (Fort Lee, New Jersey: Barricade Books, 2004), p. 198; read the rest of the story online at: http://www.constitution.org/jm/jm_estab.htm). Read his objections online by clicking here. For more, click here.
A church can incorporate. However, a New Testament church (a church organized according to New Testament church doctrine) cannot also be a corporation. This is because a corporation is legal entity created, designed, and organized by statute:
- “A corporation is an artificial being, invisible, intangible, and existing only in contemplation of law. As a mere creature of law, it possesses only those properties which the charter of its creation confers upon it, either expressly or as incidental to its very existence; these are such as are supposed best calculated to effect the object for which they were created. It is essentially the legal identity of a set of contractual obligations and entitlements. See Corporation: A Human Being with No Soul.
- “A corporation is not a natural person but rather an artificial person, that is, a legal fiction or a creature of statute.
- “The attributes of a corporation may include the capacity of perpetual succession, the power to sue or be sued in the corporate name, the power to acquire or transfer property and do other acts in the corporate name, the power to purchase and hold real estate, the power to have a common seal, and the power to make bylaws for internal government. The incorporator’s choice of a particular statutory framework for incorporation is not dispositive of the corporation’s nature and status; the corporation’s declared objects and purposes are determinative” (18 AM. JUR. 2D Corporations § 1 (2007)).
- “No corporation can exist without the consent or grant of the sovereign, since the corporation is a creature of the state and derives its powers by legislative grant. The power to create corporations is one of the attributes of sovereignty. There is no inherent right to conduct business as a corporation. The right to act as a corporation does not belong to citizens by common right, but is a special privilege conferred by the sovereign power of the state or nation. Until there is a grant of that right, whether by a special charter or under a general law, there can be no corporation. Any means of incorporation that a state sees fit to adopt are appropriate.
- “The right to conduct business as a corporation, being a privilege, may be withheld by the state, or may be made subject to appropriate terms and restrictions. Because the granting of the privilege to be a corporation and to do business in that form rests entirely in the state’s discretion, a state is justified in imposing such conditions on that privilege as it deems necessary, so long as those conditions are not imposed in a discriminatory manner.
- “Reminder: The law of the jurisdiction in which a corporation is organized governs who may form a corporation, how it is formed, and the powers it will have after it is formed” (18A AM. JUR. 2D Corporations § 156 (2007)). [Emphasis mine.]
Throughout American corporate law, the state is referred to as sovereign of the corporation. A corporation is therefore a product of civil law:
“The right to act as a corporation is a special privilege conferred by the sovereign power, and until there is a grant of such right, whether by special charter or under general law, there can be no corporation. The existence and legal characteristics of a corporation are matters governed by state law. The commencement of corporate existence depends on the terms of the statute under which the corporation is created. As a general rule, the existence of corporations formed under general laws commences when there has been a substantial compliance with the conditions precedent prescribed by the statutes. Frequently, the filing of the articles of incorporation is specified as the act in the process of incorporation from and after which the corporation exists as a separate legal entity” (Ibid.,§ 74). [Emphasis mine.]
“Sovereign” means: “2 a : possessed of supreme power <[sovereign]ruler> b unlimited in extent : ABSOLUTE” (BLACK’S LAW DICTIONARY 1125 (6th ed. 1990), definition of “sovereign.”).
By incorporating, a church becomes a monstrosity with two heads which are at odds with one another. The sovereign state is at least partially over an incorporated church who is an invention of civil government. No principle in the Bible supports church incorporation; instead, biblical principle is contrary to church incorporation (The subject of the biblical appropriateness of incorporation other than incorporation of churches is not addressed in this book. However, certain biblical teachings seem to indicate that the combining of power into any type of corporation is not approved by God. For example, the combining of power at the Tower of Babel resulted in a confusion of languages and a dispersion of mankind. The only combined power approved by God was that of the civil government of a nation, and God gave civil government guidelines and jurisdictional boundaries which civil government has never honored. God divided the world into many nations so that a world government would not have the combined power to totally control the world under one government which would be effectively guided by Satan with no checks to his power. God did not give civil government the authority to create corporations.). God is the only Head or Sovereign over a New Testament church.
Since the (Trustees of Dartmouth College v. Woodward, 17 U.S. (4 Wheat.) 518, 4 L.Ed. 629 (1819)(hereinafter Dartmouth College), which solidified existing principles, the basic principles regarding incorporation of churches have not changed:
- A corporation is defined as “An artificial person or legal entity created by or under the authority of the laws of the state. An association of persons created by statute as a legal entity. The law treats the corporation itself as a person which can sue and be sued. The corporation is distinct from the individuals who comprise it (shareholders). The corporation survives the death of its investors, as the shares can be transferred. Such entity subsists as a body politic under a special denomination, which is regarded in law as having a personality and existence distinct from that of its several members, and which is, by the same authority, vested with the capacity of continuous succession, irrespective of changes in its membership, either in perpetuity or for a limited term of years, and of acting as a unit or single individual in matters relating to the common purpose of the association, within the scope of the powers and authorities conferred upon such bodies by law. Dartmouth College v. Woodward, 17 U.S. (4 Wheat.) 518, 536, 657, 4 L.Ed. 629; U.S. v. Trinidad Coal Co., 137 U.S. 160, 11 S.Ct. 57, 34 L.Ed. 640…. See Corporation: A Human Being with No Soul.
- “[Corporations are classified as public and private.] A public corporation is one created by the state for political purposes and to act as an agency in the administration of civil government, generally within a particular territory or subdivision of the state, and usually invested, for that purpose, with subordinate and local powers of legislation; such as a county, city, town, or school district. These are also sometimes called ‘political corporations.’ …
“Private corporations are those founded by and composed of private individuals, for private purposes, as distinguished from governmental purposes, and having no political or governmental franchises or duties.
- “… [T]he fact that the business or operations of a corporation may directly and very extensively affect the general public (as in the case of a railroad company or a bank or an insurance company) is no reason for calling it a public corporation. If organized by private persons for their own advantage,—or even if organized for the benefit of the public generally, as in the case of a free public hospital or other charitable institution,—it is none the less a private corporation if it does not possess governmental powers or functions. The uses may be in a sense be called ‘public,’ but the corporation is ‘private,’ as much as if the franchises were vested in a single person. Dartmouth College v. Woodward, 17 U.S. (4 Wheat.) 518, 4 L.Ed. 629…. [Public corporations] are not voluntary associations [as private corporations are] and … there is no contractual relation between government and the individuals who compose [the public corporation as there is with the private corporation and the individuals who compose it.]” (BLACK’S LAW DICTIONARY 340 (6th ed. 1990), definition of “Corporation.”).
Incorporation excludes God entirely as regards certain matters controlled by the contracts created by incorporation. God and His principles are not part of or included in any of those contracts. Instead of the agreements being between the covenanting entities and the covenanting entities and God, the agreements created are between the contracting entities (the members of the incorporated church), between each contracting entity and the state (each church member and the state), and between the entity thereby created and the state. Incorporation of a church and state marriage of man and woman create a contract which places an incorporated “church” or the state marriage of man and woman under the contract clause of Article I Section 10 of the United States Constitution: “The charter of a private corporation is a contract and entitled to protection under the provision of the Constitution of the United States prohibiting the several states from passing any law impairing the obligation of contract” (18 AM. JUR. 2D Corporations § 81 (2007)). The contract clause reads in relevant part: “No State shall … pass any … Law impairing the Obligation of Contracts….”
“A corporate charter frequently is described as a contract of a threefold nature; that is, a contract between the state and the corporation, a contract between the corporation and its stockholders [or members if a private religious corporation], and a contract between the stockholders [or members] inter se. The charter also is spoken of as a contract between the state and the corporators” (Ibid.) The result of this contract is “an artificial person or legal entity created by or under the authority of the laws of the state, an association of persons created by statute as a legal entity” which can sue and be sued. God is not included in the contracts created by incorporation, nor does God desire to be included. That contract is outside His perfect will.
Other contracts are created by the bylaws of the corporation: contracts between the members or stockholders of a corporation, and contracts between the corporation and its members or its stockholders.
The multiple contracts created by the articles of incorporation and the bylaws entangle the incorporated church with earthly satanic concerns. Contract is a humanistic or enlightenment principle which has been used to attack and destroy, among other things, the God ordained institutions of marriage, family, church, and state:
“The idea of government remaining neutral over values coincided with the use of contract law as a means of restructuring society. Contract law accords the individuals to any bargain the right to assert their own goals, values, and priorities. The law enforces the bargain, not the values contained in it. Yet implicitly, contract law enforces individualism over communitarianism by its refusal to impose a communitarian ethic upon contracting parties” (Mark Douglas McGarvie, One Nation Under Law: America’s Early National Struggles to Separate Church and State (DeKalb, Illinois: Northern Illinois University Press, 2005), P. 86).
The contract clause has been used by civil government to control and destroy the two basic institutions ordained by God—the family and the church—and the two types of marriages—the marriage of a man and a woman and the marriage of Christ and His church. The contract clause applies satanic principles in dealing with those two institutions and those two marriages. How? To answer succinctly, contract law leaves God and His principles out of the equation. Under contract law, two or more equal persons, alone and without God and His principles, supposedly, but not actually, form a contract of marriage as opposed to a biblical covenant in which God is an active party. Under contract law, a marriage is an agreement between two equal people with equal voices. Violation of the contract allows one or both parties to petition the sovereign for a divorce. Today, no violation of terms is needed—the state has provided for “no-fault” divorce. Thus, a spouse can petition the state for a divorce for no reason at all.
Under contract law, the family is treated as a democracy in which all members of a family, including the children, are to be equal with equal rights and equal voices. Innumerable numbers of good parents get caught up in state programs which teach “child abuse prevention.” These programs mix some truth with a lot of error. The overall effect is satanic. For example, “[in] 1987 in Texas, DHS [Department of Human Services] investigated 63,204 reports of suspected child abuse and neglect. Investigators confirmed physical abuse of 14,177 children” (“Child Abuse Prevention Program” Manual, p. 6, used by the Austin Stress Clinic, Austin, Texas, in the mid-1990s). The author handled two cases in the mid-1990s in which two Christian mothers were not only forced to take part in state indoctrination programs, but also were charged with criminal injury to a child, a third degree felony, for spanking their children with a switch on the behind. Both cases were successfully resolved, by the grace of God, without the children being taken, but both parents suffered extreme stress at the prospect of possibly losing their children. One case went to criminal trial. God gave the victory. The jury found the accused “not guilty,” but the injustice of her having to go through such an ordeal was tragic. In neither of those cases did any abuse occur when judged from a biblical perspective. Yet those mothers were forced by the state to go through satanic counseling. Of the approximately 50,000 investigations that resulted in no confirmation of physical abuse in 1987 in Texas, one may safely assume that almost all or all of those parents had to take counseling ordered by the state.
Those forced to take such counseling are taught, among other things:
- “In order to deal more effectively with the stresses in your life, you will need to have a plan for replacing physical discipline with more positive behaviors…. It hurts to get hit. When someone hits you, you learn that it is OK to hurt other people…. Children who are physically disciplined are more aggressive than other children. Violent criminals in prison have a much higher incidence of physical abuse and cruel punishment as children by their parents than the population in general…. When children see violence, they believe that violence is a way to resolve differences/problems…. CAPP staff believes that any form of violence and especially physical discipline have no place in raising children. They must be eliminated from your life. This may mean a drastic change in the way you think and how you discipline your kids…. Hitting children and causing them pain teaches children to be afraid of parents rather than to respect them…. Spanking may stop misbehavior for a while, but in time it loses its effect as a way to control behavior. Spanking may relieve a parent’s anger, but most parents feel guilty afterward. Some children learn to use that guilt to get all sorts of privileges after a spanking. As you can see, there are many reasons to stop abuse and physical discipline” (Ibid., pp. 3, 6, 8).
- “Times have definitely changed since we were growing up as children. Most of us accepted our parents’ rules and orders without question. We just did what they told us to do. If we didn’t, we could probably expect a spanking. Why are things different now? Why do our kids challenge us with ‘NO’ and ‘WHY’ so effectively? And why can’t our response simply be ‘because I said so’ or a spanking?
- “We may need to look at how society has changed since we’ve grown up to get some answers to our questions.
- “When most of us were growing up, society had an order to how it operated. The president ruled the country, men were the heads of the households, whites and people of color were segregated, and fathers were disciplinarians. People did not question the ‘order’ of things. If they did, they were told to stay in line….
“While we called it a democratic society, in many ways the majority of people (people of color, women, and children) were ruled by a minority (mostly white men). This is not really a democracy.
- “[Movements mentioned that changed things.] Children also benefited from these movements. For centuries, children had been considered the property of their parents. They were supposed to respect their elders and follow their orders without question. Parents’ wishes were enforced through physical force. Children were often hurt both physically and emotionally by this….
- “With the empowerment of other groups came questions about the rights of children. Laws about physical discipline and abuse were made. Children were no longer considered just ‘property’ but members of a democratic family with certain rights.
- “How does a democratic family work? First and foremost, both parents and children are considered equal. They are considered equal in terms of individual worth and dignity. Both child and parent are entitled to receive love and respect. Thus, each must treat the other with love and respect.
- “Secondly, in a democratic family, each person has a responsibility to make decisions for him/herself (within appropriate limits) and then to be accountable for the decisions that they make….
- “Having a democratic family means taking more time to make decisions, encouraging opinions and listening to them, showing appreciation for good things people do, showing respect for personal territory, and showing interest and support for things that are important in people’s lives. It also means sharing power. But the end result is good: people feeling better about themselves and being able to ask for what they want appropriately” (Ibid., “CAPP PHILOSOPHY ON ABUSE AND PHYSICAL DISCIPLINE,” pp. 8-9.).
Any true Christian knowledgeable in biblical principles can readily discern the satanic principles in the above excerpts. Some truth is injected in a lot of false conclusory statements. Issues having nothing to do with discipline of children and the operation of a family are misconstrued, exaggerated, and inappropriately applied. Behind all this is a total lack of understanding of the nature of man and the applicability of the principles of the Sovereign, which, when properly understood and applied, bring positive consequences. Unfortunately, the human instruments who teach these concepts have been duped by a being whose goal is being realized in America. That goal is the removal of God and His Word from society, destruction of God’s crowning creation, man, both temporally and eternally, and destruction of all of God’s institutions: marriage, family, church, and civil government.
Although God has given civil government no jurisdiction over marriage, civil government has assumed jurisdiction with the willing participation of many pastors. When a man and a woman enter a state ordained marriage, or when the members of a church incorporate the church, they enter into a contract under and with the state and come under the jurisdiction of the civil government. Early on, even the first dictionary published in America gave one definition of “CONTRACT” as “The act by which a man and woman are betrothed, each to the other” (AMERICAN DICTIONARY OF THE ENGLISH LANGUAGE, NOAH WEBSTER (1828)). Compare that with the covenant marriage of a man and woman under God:
“And [Jesus] answered and said unto them, Have ye not read, that he which made them at the beginning made them male and female, And said, For this cause shall a man leave father and mother, and shall cleave to his wife: and they twain shall be one flesh? Wherefore they are no more twain, but one flesh. What therefore God hath joined together, let not man put asunder” (Mt. 19.4-6).
A civil contract of marriage allegedly includes only a man and a woman; but effectively, God is involved in any marriage, whether man recognizes it or not. Any marriage involves a biblical covenant which includes a man, a woman, and God. All marriages are spiritual unions under God—the problem comes when one forgets or fails to understand this.
God’s rules always apply whether civil government and/or man recognize them or not. Lies, false definitions, and satanic principles do not change truth. “O praise the LORD, all ye nations: praise him, all ye people. For his merciful kindness is great toward us: and the truth of the LORD endureth for ever. Praise ye the LORD” (Ps. 117.1-2). God joins a man and woman whether civil government recognizes this fact or not. Neither man nor civil law can destroy that spiritual union although civil law and the man and woman can ignore or be ignorant of that aspect of marriage and physically divide the union. That is, a wife and/or husband can separate and secure a divorce from civil government, but God recognizes no such divorce as destroying the spiritual union which He created. “But I [Jesus] say unto you, That whosoever shall put away his wife, saving for the cause of fornication, causeth her to commit adultery: and whosoever shall marry her that is divorced committeth adultery” (Mt. 5.32; see also, Mt. 19.9). “And he [Jesus] saith unto them, Whosoever shall put away his wife, and marry another, committeth adultery against her” (Mk. 10.11). “And if a woman shall put away her husband, and be married to another, she committeth adultery” (Mk. 10.12). “Whosoever putteth away his wife, and marrieth another, committeth adultery: and whosoever marrieth her that is put away from her husband committeth adultery” (Lu. 16.18).
In a civil government marriage ceremony, a pastor or other state recognized official proclaims the bride and groom to be husband and wife by the authority given him by the state and maybe also by the authority of God. How could it be that God gave him authority to conduct a marriage under the authority of the state or the state and God when the principles of each are diametrically opposed? God did not tell man (civil government), “you have authority to institute marriage less than, coequal, or above my authority to join man and woman in marriage.” God told man (civil government) not to put asunder “what God [not civil government or civil government and God] hath joined together.”
In any event, the state, as well as many pastors, have ignored biblical principle and erroneously declared man and woman to be husband and wife by the authority of the state and God. If the contract of marriage is performed by a pastor who acts by the authority of both the state and God, even should the form of the ceremony and vows be somewhat in line with biblical principle, a marriage based upon a blend of Godly and satanic principles has been initiated. The pastor of that ceremony hands the authority over that marriage to the state and places the marriage and subsequent family under the satanic family law principles of the state.
The ultimate fruition of the application of contract law to marriage is being seen in today’s American society even among “Christians” in high divorce rates, high percentages of people who just “shack up,” and in the ultimate assault by Satan—the effort to redefine marriage to include the union of two of the same sex. Civil government is taking the nation toward an American Sodom and Gomorrah. This ultimate result, which is to be followed by the wrath of God, came about because men “hold the truth in unrighteousness” (Ro. 1.18) and was foretold in God’s Word:
”Because that, when they knew God, they glorified him not as God, neither were thankful; but became vain in their imaginations, and their foolish heart was darkened. Professing themselves to be wise, they became fools, And changed the glory of the uncorruptible God into an image made like to corruptible man, and to birds, and fourfooted beasts, and creeping things. Wherefore God also gave them up to uncleanness through the lusts of their own hearts, to dishonour their own bodies between themselves: Who changed the truth of God into a lie, and worshipped and served the creature more than the Creator, who is blessed for ever. Amen. For this cause God gave them up unto vile affections: for even their women did change the natural use into that which is against nature: And likewise also the men, leaving the natural use of the woman, burned in their lust one toward another; men with men working that which is unseemly, and receiving in themselves that recompence of their error which was meet. And even as they did not like to retain God in their knowledge, God gave them over to a reprobate mind, to do those things which are not convenient; Being filled with all unrighteousness, fornication, wickedness, covetousness, maliciousness; full of envy, murder, debate, deceit, malignity; whisperers, Backbiters, haters of God, despiteful, proud, boasters, inventors of evil things, disobedient to parents, Without understanding, covenantbreakers, without natural affection, implacable, unmerciful: Who knowing the judgment of God, that they which commit such things are worthy of death, not only do the same, but have pleasure in them that do them” (Ro. 1.21-32).
Of course, even should civil government define marriage in such a way as to allow the union of two men or two women or any other combination except one man and one woman, such unions are not marriage. God defined marriage in His Word, and that definition cannot be nullified by human law.
Likewise, the contract clause has been used to attack the marriage of Christ and His churches. Like man and woman as husband and wife, Christ and a church, as Husband and wife, are one flesh: “For no man ever yet hated his own flesh; but nourisheth and cherisheth it, even as the Lord the church: For we are members of his body, of his flesh, and of his bone” (Ep. 5.29-30).
Many Christians, in seeking incorporation of a church, feel that by so doing the church and/or its members are gaining additional protection from lawsuits and from civil government. The corporate veil can be pierced, and individuals in a corporation can be sued. (Note: A church can renounce its New Testament church status in ways other than incorporation. For example, a church can apply for an Employee or Taxpayer Identification number, enter into a contract, etc. (See “Spurious rationale for incorporating: limited liability” which is published on this website) Furthermore, the contract of incorporation of the church with the state does not protect the church from all civil governmental interference with matters outside the contract:
“Although a corporate charter is a contract that the Constitution of the United States protects against impairment by subsequent legislation, a legislature can neither bargain away the police power nor in any way withdraw from its successors the power to take appropriate measures to guard the safety, health, and morals of all who may be within their jurisdiction. Thus, the powers or privileges of a private corporation, although not subject to direct impairment, may nevertheless be affected by the operation of certain fundamental governmental powers, such as the police power and power of eminent domain. The legislature may, without impairing the obligations of a contract, by general laws impose new burdens on corporations in addition to those imposed by their charters when such burdens are conducive to the public interest and safety, notwithstanding the power to do so may not have been reserved in the charter. Moreover, the state and those acting under its authority have the right to require a corporation to incur expenses in order properly to exercise its rights and to use its property and franchises with due regard to the public needs. Corporations are subject to legislative control equally with natural persons — that is, they may be controlled in all matters coming within the general range of legislative authority, subject to the limitation of not impairing the obligation of contracts and provided the essential franchise is not taken without compensation” (18 AM. JUR. 2D Corporations § 83 (2007)).
- “A charter is an instrument or authority from the sovereign power bestowing rights or privileges; therefore, with regard to corporations, the term is correctly used in its limited sense only with reference to special incorporation by act of the legislature. The creation of a corporate entity is conclusively established by filing of articles of incorporation. Legislation confers corporate power through general or special statutes.
- “Observation: The laws, whether constitutional or statutory, of the state where a corporation is organized, enter into, and become part of, its articles of incorporation or charter so that the charter of a corporation organized under a general law consists of its articles of incorporation and the laws applicable thereto. Only those statutes that in some way are intended to grant or restrict the powers of a corporation, however, become a part of the corporate charter” (Ibid.,§ 78).
- “Those who seek and obtain the benefit of a charter of incorporation must take the benefit under the conditions and with the burdens prescribed by the laws, whether in the Constitution, in general laws, or in the charter itself. A corporation accepting a charter consents to be bound by all of its provisions and conditions and cannot complain of the enforcement of any of such provisions and conditions, if, by a fair reading of the language, the enforcement in the particular manner is authorized. A state granting a charter of incorporation may define strictly and limit the uses of the corporate property necessary to the exercise of the powers granted. The state, however, may not enforce any part of a charter that is repugnant to the Federal Constitution” (Ibid., § 79).
- “Where there is a conflict between a corporate charter and the constitution and statutes under which it is issued, the charter must yield to the constitution and statutes. With respect to matters to which statutes do not apply, the articles of incorporation of a corporation are its fundamental and organic law” (Ibid., § 80).
“The articles of incorporation establish a corporation’s purposes and manner of governance” (18A AM. JUR. 2D Corporations § 171 (2007)). “The contents of articles or certificates of incorporation are commonly specified by a state’s corporation statutes. Statutory requirements as to the form and content of the articles or certificate must be substantially followed, and the courts have not hesitated to declare an attempted incorporation invalid for failure to do so” (Ibid., § 173).
As sovereign, the state has ultimate authority in interpreting the articles of incorporation:
“Because a corporation’s charter embodies a contract between the state and the corporation, the corporation and its shareholders or members, and a contract among the shareholders or members themselves, the courts employ general principles of contract interpretation when construing articles of incorporation or a certificate of incorporation This means that courts must give effect to the intent of the parties, as evidenced by the language of the certificate and the circumstances surrounding its adoption. The question whether a corporation’s articles are ambiguous is one of law, and when determining the meaning of ambiguous provisions, a court will consider the history and surrounding circumstances to determine the parties’ intent. The articles should be construed in their entirety. If there is a hopeless ambiguity that could mislead a reasonable investor, the language of articles of incorporation will be construed in favor of the reasonable expectations of the investors and against the drafter” (Ibid., § 171).
The corporate church must also have bylaws. “The bylaws of a corporation are a contract between the members of a corporation, and between the corporation and its members, while the articles of incorporation constitute a contract between the corporation and the state, between the corporation and its owners or members, and between the owners or members themselves” (Ibid., § 261):
- “A bylaw is a self-imposed rule, resulting from an agreement or contract between the corporation and its members to conduct the corporate business in a particular way. The bylaws of a corporation are the private ‘statutes’ by which the corporation is regulated and functions. The charter and bylaws are the fundamental documents governing the conduct of corporate affairs; they establish norms of procedure for exercising rights, and they reflect the purposes and intentions of the incorporators.
- “Until repealed, a bylaw is a continuing rule for the government of the corporation and its officers. Bylaws constitute a binding contract as between the corporation and its members and as between the members themselves…” (Ibid., § 258).
The conflict of these rules regarding bylaws with biblical principles is obvious to the knowledgeable Christian.
A business or other organization is “incorporated either for the benefit of the public (a public corporation) or for private purposes (a private corporation).” An incorporated “church” is a private corporation:
“A corporation is to be deemed a private corporation, though it was created for the administration of a public charity, where the endowments of the corporation have been received from individuals. A nonprofit corporation organized pursuant to a nonprofit corporation statute is a private corporation, where it is neither controlled nor owned by the state nor supported by public funds. A corporation organized by permission of the legislature, supported largely by voluntary contributions, and managed by officers and directors who are not representatives of the state or any political subdivision, is a ‘private corporation.’ … A corporation may have a double aspect according to the nature of the powers granted and exercised. If they were granted and exercised for public purposes exclusively, they belong to the corporate body in its public, political, or municipal character; however, if the grant was for purposes of private advantage and emolument, though the public may derive a common benefit therefrom, the corporation, quod hoc, is to be regarded as a private company’” (18 AM. JUR. 2D Corporations § 30).
A corporation is a State “franchise. “Franchises are rights or privileges conferred by grant of the sovereign; a corporate franchise arises from a contract between the sovereign power and private citizens or the corporation itself” (Ibid.,§ 76). [Emphasis mine.]
- “In determining the threshold question of the applicability of religious corporations law, a court will look to the provisions of the corporation’s certificate of incorporation as well as the actual practices of the organization as revealed in its papers.
- “A church society, by incorporating, does not lose its existence or become wholly merged in the corporation. The religious corporation and the church, although one may exist within the pale of the other, are in no respect correlative. The objects and interests of the one are moral and spiritual; the other deals with things temporal and material. Each as a body is entirely independent and free from any direct control or interference by the other.
- “Thus, whenever there is an incorporated church, there are two entities—the one, the church as such, not owing its ecclesiastical or spiritual existence to the civil law, and the other, the legal corporation—each separate, although closely allied. The former is purely voluntary and is not a corporation or a quasi corporation. On the other hand, a corporation which is formed for the acquisition and taking care of the property of the church, must be regarded as a legal personality, and is in no sense ecclesiastical in its functions” (66 AM. JUR. 2D Religious Societies § 5 (2007)). [Emphasis mine.]
Of note in the above quote is the inference that a non-incorporated, non-501(c)(3) church who has not in any way submitted to civil government or made herself a legal entity does not subject itself or owe its existence to civil law and its objects and interests are only moral and spiritual. This is in line with biblical principle that a New Testament church is spiritual only and has no temporal attachments.
An incorporated 501(c)(3) church gets part of her powers from God and part from the civil government. She is under two heads. Part of the church, as a legal entity, can sue and be sued as to both earthly and spiritual matters. Part of the church must have elected officers who conduct business meetings, meet statutory requirements, etc. “A church that sees fit to become incorporated under state law is obligated to conduct its business activities in compliance therewith, including governmental regulation of its employment relationships, so long as the employment does not depend on doctrinal matters. Religious corporations are governed by the same rules of law and equity as other corporations” (Ibid., § 4). …
- “Statutory provisions sometimes authorize the membership of a religious society to incorporate as an ecclesiastical body with the power to make bylaws governing the selection of church officials and prescribing their duties” (Ibid., § 6). …
- “A church incorporated for the promotion of a defined fundamental religious faith or doctrine cannot by amendment change its religious creed or faith except by the unanimous vote of its members” (Ibid., § 7).
- “The corporate personality is a fiction but is intended to be acted upon as though it were a fact. A corporation is a separate legal entity, distinct from its individual members or stockholders.
- “The basic purpose of incorporation is to create a distinct legal entity, with legal rights, obligations, powers, and privileges different from those of the natural individuals who created it, own it, or whom it employs…. See Corporation: A Human Being with No Soul.
- “A corporate owner/employee, who is a natural person, is distinct, therefore, from the corporation itself. An employee and the corporation for which the employee works are different persons, even where the employee is the corporation’s sole owner…. The corporation also remains unchanged and unaffected in its identity by changes in its individual membership.
- “In no legal sense can the business of a corporation be said to be that of its individual stockholders or officers” (18 AM. JUR. 2D Corporations § 44 (2007)).
“A corporation is a person within the meaning of the due process and equal protection clauses of the Fourteenth Amendment to the United States Constitution and similar provisions of state constitutions and within the meaning of state statutes.” (Johnson v. Goodyear, 127 Cal. 4 (1899), cited in Barbara Ketay, Church in Chains, p. 9). “However, a corporation is not considered as a person under the First Amendment to the United States Constitution (religious liberty clause) or under the Fifth Amendment to the United States Constitution” (Ketay, p. 9):
- “[T]here is a clear distinction in this particular between an individual and a corporation, and that the latter has no right to refuse to submit its books and papers for an examination at the suit of the State. The individual may stand upon his constitutional rights as a citizen. He is entitled to carry on his private business in his own way. His power to contract is unlimited. He owes no duty to the State or to his neighbors to divulge his business, or to open his doors to an investigation, so far as it may tend to criminate him. He owes no such duty to the State, since he receives nothing therefrom, beyond the protection of his life and property. His rights are such as existed by the law of the land long antecedent to the organization of the State, and can only be taken from him by due process of law, and in accordance with the Constitution. Among his rights are a refusal to incriminate himself, and the immunity of himself and his property from arrest or seizure except under a warrant of the law. He owes nothing to the public so long as he does not trespass upon their rights.
- “Upon the other hand, the corporation is a creature of the State. It is presumed to be incorporated for the benefit of the public. It receives certain special privileges and franchises, and holds them subject to the laws of the State and the limitations of its charter. Its powers are limited by law. It can make no contract not authorized by its charter. Its rights to act as a corporation are only preserved to it so long as it obeys the laws of its creation. There is a reserved right in the legislature to investigate its contracts and find out whether it has exceeded its powers. It would be a strange anomaly to hold that a State, having chartered a corporation to make use of certain franchises, could not in the exercise of its sovereignty inquire how these franchises had been employed, and whether they had been abused, and demand the production of the corporate books and papers for that purpose” (Hale v. Hinkle, 201 U.S. 43, 74-75; 26 S. Ct. 370; 50 L. Ed. 652; 1906 U.S. LEXIS 1815 (1906)).
When a church incorporates or becomes a legal entity, that church contracts with the state gaining certain “protections” but gives up certain constitutional rights. While a corporation must “obey the laws of its creation,” it also has constitutionally protected rights (See Ibid., pp. 74-75). Only the church who is not satisfied with the freedom and provisions afforded the church by God (which, by the way, are implemented by the First Amendment) seeks incorporation. For the incorporated church, God’s provisions are not adequate. Although perhaps the individual church member seeks incorporation for protection by civil government as opposed to protection by God, that member forgets that God is a far more strong and benevolent protector than the state. Furthermore, when a church is not a legal entity, that church cannot be sued. One can sue a legal entity such as a corporation, but how does one sue a church who is “a spiritual house made up of spiritual beings offering up spiritual sacrifices, and not a physical house made by man?” Individuals, including members of a New Testament church, can be sued for tortious actions or tried for criminal acts, but a New Testament church cannot be sued or tried for criminal acts.
The purpose of the corporation is at odds with the God-given purpose of a church. Ultimately, the purpose of a church is to glorify God by submitting herself to her Husband in all things (See Ep. 5.24). The basic purpose of incorporation is to allegedly increase the happiness of man by creating a “distinct legal entity, with legal rights, obligations, powers, and privileges different from those of the natural individuals who created it, own it, or whom it employs.” (18 AM. JUR. 2D Corporations § 44 (2007)).
A corporation and a church have different creators. Church members, under authority of and in conjunction with the state, create the corporation. God supernaturally creates a church: “And the Lord added to the church daily such as should be saved” (Ac. 2.47b).
The organization of a church and a corporation are different. The incorporated “church” has “employees.” Even should the incorporated “church” call their “employees” ministers, the state looks at them as “employees,” and the state is the sovereign of the corporation. A New Testament church cannot have employees and remain a New Testament church. Nowhere in the Bible can one conclude that a church is to pay anyone a salary. To do so makes that church a legal entity. Does God want His churches to have “members,” does He want them to have “employees,” or does He want His churches to have both members and employees?
Whereas a church is to have pastors, teachers, and so forth, state laws which create corporations require the corporation to have officers such as president, treasurer, secretary, and so forth.
Ownership of a church and a corporation differs. “Members in a nonprofit corporation are the ‘owners’ of the corporation and generally play a role similar to shareholders in for-profit corporations” (18A AM. JUR. 2D Corporations § 609 (2007)). As has been pointed out, Jesus Christ owns a New Testament church. God ordained that the church would be His. Jesus said to Peter, “That thou art Peter, and upon this rock I will build my church; and the gates of hell shall not prevail against it” (Mt. 16.18). [Emphasis mine.] Jesus stated that He would build His church. The incorporated “church” is partly owned, authorized, and built by God and partly owned, authorized, and built by Satan.
The corporation owns the property. “The members of the corporation are not owners of the corporate property; the corporation and its members are distinct parties. The corporation has an existence distinct, separate and apart from its members” (Ketay, citing Baker Kivide Min. Cop. v. Maxfield, 83 Cal. App. 2d 241 (1948) and Eckenbrecher v. Grant, 187 Cal. 7 (1921)).
An incorporated church must deal with all the government red tape that comes with incorporation. The incorporated church must now elect officers, hold business meetings, notify members of those meetings pursuant to statutory requirements, keep records, etc. All these secular activities take tremendous time, energy, and resources which could be used in pursuing the God-given purposes of a church. The incorporated church who does not comply with statutory requirements is being dishonest and could face further problems from her sovereign state.
Notice that Jesus said that “the gates of hell shall not prevail against [my church].” What about the church who is partly under God and partly under Satan? That church has fallen for Satan’s seduction:
“SEDUCTION, n. … 2. Appropriately, the act or crime of persuading a female, by flattery or deception, to surrender her chastity. A woman who is above flattery, is least liable to seduction; but the best safeguard is principle, the love and purity of holiness, the fear of God and reverence for his commandments” (AMERICAN DICTIONARY OF THE ENGLISH LANGUAGE, NOAH WEBSTER (1828)).
An incorporated church, having compromised her love for her Husband, will continue to make incremental compromises, and ultimately (perhaps in 1, 5, 10, 50, 100, or 200 years or more) will fall into heresy and apostasy. And from the beginning of that initial compromise, the Lord, even though longsuffering in His love and mercy, is grieving because of His wife’s compromise.
A corporation cannot be the bride of Christ, the wife of Christ. The incorporated part of an incorporated church is not the bride of Christ, the wife of Christ, but rather an extramarital illicit relationship existing alongside the marriage.
With the above information it should already be completely obvious to any born again believer who loves the Lord and who has been saved any length of time at all that a church should never incorporate. Scripture contains no principle consistent with church incorporation or incorporation in general. In fact, everything about incorporation is anti-biblical. If one who loves the Lord and comes into this understanding is in a church who is already incorporated, he will do all he can to shed the corporate 501(c)(3) status of that church.