The minutes book is the main document a judge will use to determine if a business has been run according to the constitution. The minutes book is the series of minutes that are filed in the corporate book. If there are no minutes, the legal protection of the corporation will vanish, and the liability will fall personally on the leaders of the church.

Here is an example of what could occur if there are no minutes:

During a church Christmas pageant, one of the shepherds trips over his dress and falls. He ends up with a broken leg and a pile of medical expenses. The shepherd hires an attorney, who files a lawsuit against the church. The attorney finds that the church has not recorded minutes for several years. The judge declares the corporate status of the church “null and void” because the Board of Elders did not follow the governance guidelines in the Articles of Incorporation, primarily the requirement to conduct an annual Board of Elders meeting. The shepherd can now seek a personal claim against the officers and elders of the church.

Minutes are the “memory” of the legal entity. No minutes results in “no memory.” If the church is subjected to an in-depth IRS audit or is involved in a lawsuit where the “ministry records” are under subpoena, there are no other records as helpful or as important as the minutes.

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