Arkansas and Oklahoma nonprofit law allows online meetings and decisions as long as the practice does not violate specific provisions of the church constitution, bylaws, or other governing documents.
Arkansas. Arkansas Code Annotated § 4-33-820(c). Unless the articles or bylaws provide otherwise, a board may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
Oklahoma. 18 O.S. §1056 A 2.
If authorized by the board of directors in its sole discretion, and subject to such guidelines and procedures as the board of directors may adopt, shareholders and proxyholders not physically present at a meeting of shareholders may, by means of remote communication:
participate in a meeting of shareholders, and
be deemed present in person and vote at a meeting of shareholders whether the meeting is to be held at a designated place or solely by means of remote communication, provided that:
the corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a shareholder or proxyholder,
the corporation shall implement reasonable measures to provide such shareholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with the proceedings, and
if any shareholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of the vote or other action shall be maintained by the corporation.
Perhaps your congregation has included the optional provision below from the ELCA Model Constitution for Congregations.
C12-13. The Congregation Council and its committees may hold meetings by remote communication including electronically and by telephone conference, and, to the extent permitted by State law, notice of all meetings may be provided electronically.
In a virtual setting, members may signal visually as well as state verbally how that person votes on any proposition.
Remote Congregational Meetings. Check your constitution to see if it has incorporated the following language from the ELCA Model:
C10-08. This congregation may hold meetings by remote communication either electronically and by telephone conference as long as there is an opportunity for simultaneous oral communication. To the extent permitted by State law, notice may be provided electronically.
Even if your constitution does not have this provision, it is still okay to hold a congregational meeting virtually if it is not expressly prohibited by your constitution.
Platform. There are several different virtual platforms in use today by various organizations. The Zoom platform is most commonly used for Synod meetings. The convener of such a meeting should be comfortably familiar with the software to activate the various functions so that participants can meaningfully participate. Participants must be able to communicate their views as well as hear the views of others. A platform that only allows people to listen would not be appropriate. The convener should begin the meeting by giving an orientation to all the participants concerning how the platform functions and any rules for its use. For example, it is often best to ask all participants to mute their microphones if they are not speaking.
You may have participants who do not have online access. Most of the virtual platforms allow dial-in participation so that all members can participate.
Notice. You must give the same notice normally required by your constitution or bylaws for the type of meeting. For example, if your constitutions require that notice be given by mail or electronically a certain number of days before your meeting and that it be announced at two consecutive Sunday worship services, you will still need to comply with those requirements. If you are streaming worship services, you will need to announce the meeting in those services just as you would normally do.
Quorum. The same quorum requirements that your constitution establishes for face-to-face meetings must be met in remote meetings. You should be able to prove a quorum by taking a roll call of voting members who are participating. Some electronic platforms list all of the participants in the meeting. You may be able to take a screenshot or print out that list of participants for your records. Be sure and verify the identity of any persons who are dialing in, but are not visible. Self-identification by the person on the phone should be sufficient. Be sure and recognize when more than one voting member is participating from a single access point. For example, husbands and wives may be sharing the same computer screen.
Voting. For congregational meetings, the agenda is established in advance and you are therefore able to anticipate those matters as to which a congregational vote is required. Other meetings will also be more fruitful if an agenda is provided in advance. For virtual meetings having as short an agenda as possible will make the meeting more fruitful. There are options as to the means to recognize votes.
You can prepare written ballots and allow people to mail or drop off the ballot. After you receive the ballot, you should verify that that person was in fact at the meeting, and you should be specific as to the time within which votes will be accepted.
The requirement of a written ballot may be met electronically by notifying members through an electronic communication in advance of the meeting in compliance with the particular notice requirements from your constitution or bylaws. The notice should identify matters on which a vote is required. On the date scheduled for the vote, an email should be sent to the members providing a secure link to permit them to identify themselves and state whether their vote is in favor or against the identified proposition.
If a written vote is not mandated, you may proceed by voice vote as long as the voter's preference is clear. You may choose to call each participant by name to record a voice vote. If any member calls for a division of the house, you could move to a paper ballot. If any member requests an in-person meeting, the chair may rule that request "out of order" unless your constitution prohibits electronic meetings. A member may request a congregational vote on whether to require an in-person meeting, but, unless your constitution prohibits meeting electronically, the vote on whether to meet in person may also be conducted electronically or through the other voting procedures already discussed.
Nothing in Robert's Rules or the statutes governing nonprofit corporations requires churches to hold in-person meetings when public authorities have prohibited such meetings or urged people to refrain from holding large gatherings for reasons of public health. Whatever you choose to do, you must allow for all voting members to be able to cast their vote. Reasonable approaches to voting – given that this is a time of pandemic – are all that is required. Better to proceed with your common sense in a loving and Christ-like manner in this time of great anxiety than to be constrained by legalisms. It is more important than ever that people feel heard and seen by their church communities even if that can only occur remotely.
With thanks to the Texas Louisiana Gulf Coast Synod, whose publication on this subject was heavily relied upon, this has been reviewed and approved by Synod attorneys Holly Lantagne, Esq. (Oklahoma), and Peter Kumpe, Esq. (Arkansas).
Special Points of Interest
Recommendation for at least 3% increase in base salary.
Sabbatical Policy Recommendation.
Remember these are minimum guidelines.
One worship service:
$150 plus travel
reimbursement (meals, lodging, mileage)
Two worship services: $175 plus travel reimbursement (meals , lodging, mileage)
Three worship services: $200 plus travel reimbursement (meals, lodging, mileage)
Synod Guidance for Congregation Meetings
Minister of World and Sacrament (Ordained) Compensation:
Entry level salary range of $39412-$41812 plus housing . No pastor should be below the entry level salary range.
See Appendix A for more comprehensive guidelines.
Compensation Guidelines for Ministers of Word and Service (Deacons)
The guidelines for Ministers of Word and Service (deacons) are found in Appendix B in PDF. The same careful and just consideration should be given to ministers of word and service regarding salary, benefits, and reimbursements. However, it should be noted that the ELCA does not recognize ministers of word and service as eligible for housing allowances per IRS regulations nor are they considered self-employed and therefore a FICA allowance would not be applicable.
Five Things to Remember About Clergy Housing Allowances
Clergy know that they are entitled to a housing allowance for the costs of maintaining a residence. This allowance is not included as taxable income on pastors’ W-2s. However, there are rules for determining, documenting and reporting a housing allowance that need to be followed.
1. Clergy need to determine the cost of maintaining one residence for the upcoming calendar year, or for the remainder of the year if a call commences during a year. The housing allowance amount is the lesser of:
Amounts actually paid for housing and related expenses.
The fair rental value of the home.
The amount actually paid or declared by the congregation as the housing allowance.
2. The clergy housing allowance amount must be requested in writing and approved by official action by the employer. In a congregation, the housing allowance is generally approved by the congregation council or the finance committee. A record of the action to approve should be in writing.
3. The housing allowance is not subject to federal income tax, but it is subject to self-employment tax. On the W-2, it is not reported in Box 1. It is typically reported as an information item in Box 14.
4. A housing allowance operates prospectively; in other words, it is declared ahead of when the expenditures are made. It can be modified if significant expenses not anticipated earlier are identified, but the allowance must always be changed ahead of the expenditures.
5. Clergy need to maintain records of their costs, including receipts, in order to document the housing expenses in the event of an IRS audit.
Clergy should consult with an experienced tax preparer as needed to resolve any questions pertaining to their individual housing allowance. For more information on this topic, visit the Portico Web site.
Housing: Equity Allowance
Pastors living in church-owned parsonages experience a significant disadvantage in that they do not acquire any equity in a home. Some congregations have provided their pastors with a “equity allowance”. This is over and above their stated compensation and is designed to partially or wholly compensate the pastor for this disadvantage.
The purpose of this allowance is to assist pastors in obtaining suitable housing at retirement. It should not be available to pastors until retirement.
Churches can do this by depositing the annual equity allowance in a tax-favored retirement program that is not accessible to the pastor. This limits the tax burden on the pastor and ensures that the funds are not available until retirement. Social Security Allowance
Regardless of whether the congregation pays the minister as an “employee” in IRS terms, Social Security always considers an ORDAINED minister “self-employed.” That means the congregation does not and cannot pay FICA. It also means that the minister must pay self-employment SECA (15.3%). It is recommended that the congregation provide to the minister a 7.65% allowance in lieu of paying Social Security. The minister uses this money in paying this self-employment tax. Salary, housing (allowance or parsonage) and this SS allowance are used in determining SECA tax.
It is recommended that the congregation pay or reimburse the expenses of the rostered leader for all activities required by the congregation including Synod Assembly and Synod Conference.
The congregation may receive reimburse for professional expenses (including automobile use) but this is a matter of reimbursement, not compensation. Professional expenses therefore belong under “administrative” or “operating” expenses in the budget and not under “staff salaries.”
The IRS recommends that ministers be placed on an Expense Reimbursement plan in which business related expenses are paid to the minister upon submission of an invoice or signed and itemized business expense form. This is in contrast to a system in which the minister is given a flat monthly allowance for expenses (which is reported as income) and then deducts business related expenses.
Use of the minister’s automobile for business activity is a congregational expense and should properly be listed under congregational administrative expenses in the budget rather than under compensation. Reimbursement to the minister on a per-mile basis using an Expense Reimbursement plan is recommended. Check with your IRS Office for the 2018 rate (it is usually set in January).
Continuing education is essential for the to bring fresh insights and resources to the congregation and for professional growth. Continuing education is a means by which the congregation’s (s) builds upon and extends knowledge, acquires new skills and grows into more effective ministry. The minimum recommended level for continuing education allowance is $700 per year from the congregation and $250 per year by the pastor, as well as 2 weeks of time.
These Continuing Education funds and time may accumulate for 3 years to be used for an extended Continuing Education event by the with the congregation’s consent. Continuing Education goals should be determined in a consultation arising out of the work of the Staff Support Committee (Mutual Ministry).
Because of the intense and emotional nature of the work done by a minister, it is recognized as important that a vacation policy be established providing at least 4 weeks, including 4 Sundays.
This is not considered a reward, but recognition that a person needs renewal to be most effective in ministry.
Since the church places a high value on family, it is appropriate for congregations to provide maternity and paternity leave when a new child is added to the family. The following guidelines are suggested: 1. Six weeks of paid parental leave following the birth or adoption of an infant. For parents who adopt an older child, two weeks of paid parental leave is suggested. 2. If both parents are serving the congregation(s), the weeks may be split between them. 3. Accrued vacation may also be used in conjunction with parental leave. Ministers desiring additional leave, either prior to or following the birth of their child, may negotiate for unpaid leave.
It is recommended that congregations develop and approve a policy which will allow to have a 3 month or longer sabbatical after at least 4 years or no longer than 6 years of service in a congregation. The purpose of a sabbatical is for rest, renewal, and a time of extended study for personal and professional growth. It is recommended that congregations continue the compensation and benefits during the sabbatical and provide for the services of a supply pastor.
Congregations and seeking assistance in developing a sabbatical policy may contact the Office of the Bishop.
Other Professional Expenses
FACTORS TO CONSIDER WHEN DETERMINING COMPENSATION
The following additional factors ought to be considered when determining your total compensation package:
Cost of living: this figure is based upon an estimated cost of living increase calculated at 1%. It is recommended that individual salaries include an inflation/cost of living increase over past year’s salary plus a percentage merit. Take the percentage times present salary.
Experience: Years in the ministry, or even as a layperson in secular work (which enhances ministry skills).
Special Skills, training and abilities: Continuing education and training workshops may have provided your pastor with special skills which ought to be recognized, e.g., youth ministry, counseling licenses, musical abilities.
Responsibilities: Size of congregation and the ratio of staff to total membership, supervision of program staff are all factors to consider.
Merit: Awards should be based upon an annual ministry review process agreed upon in advance by all parties. It is strongly recommended that congregations utilize a ministry review process in determining compensation.
Context: How does your pastor’s compensation package compare to other professionals in the community, such as school principals?
Guidelines: Is your pastor’s compensation in line with the suggested synod guidelines? Remember: These are minimum guidelines——congregations are encouraged to exceed these guidelines in compensating their pastors.
RESOURCES FOR MINISTRY REVIEW
It is recommended that there be an annual ministry review. This review needs to include a review of the congregation’s involvement and commitment to the ministry of the congregation, as well as a review of the involvement and commitment to the ministry of the congregation.
It is the practice of some congregations to use evaluation as a tool only after conflict arises between the pastor and congregation. A Mutual Ministry Committee is recommended in the ELCA Model Constitution for Congregations.
This Committee emphasizes that “mutual ministry is the equipping and supporting of all baptized members (earthen vessels) so they can, in turn, carry the gospel into the world and into the church.” (The Rev. Geo. Keck).
Full participation in the ELCA pension and benefit plans is expected for pastors and other rostered s. The cost is determined as a percentage of “Defined Compensation” (base salary, plus housing or furnishings allowance, plus Social Security allowance). The pension contribution is a minimum of 10% of Defined Compensation. The premium for the medical plan varies according to a schedule available from the Portico Benefit Services. A rate calculator is available at https://employerlink.porticobenefits.org/home/resources/calculators.aspx
Congregations should choose the level of health benefits coverage in addition to determining the premium for the family situation of the pastor by using the calculators. The Arkansas-Oklahoma Synod Council recommends the Gold+ level for health benefits.