Churches & Religious Organizations

Forming a religious organization

Most religious organizations incorporate as nonprofit corporations under Washington's Nonprofit Corporation Act, RCW 24.03A, though some traditions use a corporation sole under RCW 24.12 to hold authority and property in a single religious office. The choice shapes how the organization is governed and how property is held. On the tax side, churches and their integrated auxiliaries are treated as 501(c)(3) organizations automatically and, under Internal Revenue Code section 508(c)(1)(A), are not required to apply for recognition, though many seek a determination letter for certainty with donors and grantors. We set up the entity, draft articles and bylaws that reflect the actual polity, and align the structure with the exemption.

Polity and governance under the First Amendment

Religious organizations govern themselves under a protection no business has: the First Amendment keeps civil courts out of questions of faith, doctrine, and internal church governance. Under Watson v. Jones and Serbian Eastern Orthodox Diocese v. Milivojevich, 426 U.S. 696 (1976), a court will not second-guess a religious body's decisions on doctrine or the discipline of its clergy and members. That protection only works if the governing documents are clear about who decides what, which differs sharply between a congregational polity, where the membership governs, and a hierarchical one, where a denomination or rabbinic body does. We write bylaws that fit the tradition, whether the governing body is a board of trustees, a session, a vestry, or a synagogue board.

Clergy employment and the ministerial exception

Employing clergy is unlike any other employment relationship in the law. Under the ministerial exception recognized in Hosanna-Tabor Evangelical Lutheran Church & School v. EEOC, 565 U.S. 171 (2012), and expanded in Our Lady of Guadalupe School v. Morrissey-Berru, 591 U.S. 732 (2020), a religious organization's choice of its ministers, pastors, priests, rabbis, and other religious leaders is beyond the reach of employment-discrimination law. Title VII separately lets a religious organization prefer members of its own faith, 42 U.S.C. section 2000e-1(a). We structure clergy calls, contracts, and departures to stay within these protections, and we counsel on where the line falls for lay employees who are not covered.

Denominational realignment and property

When a congregation changes affiliation, or a denomination splits, the fight is usually over the property. Washington courts resolve church-property disputes using the neutral-principles-of-law approach approved in Jones v. Wolf, 443 U.S. 595 (1979): they read the deeds, the governing documents, and any denominational trust clause the way they would any other property instrument, without deciding the underlying religious question. Whether a congregation can leave with its building often turns on language written decades earlier. We advise congregations and denominational bodies on affiliation and disaffiliation, and we get the property documents right before a realignment, not after.

Pastoral succession and leadership transition

The retirement of a founding or long-tenured senior pastor or rabbi is one of the most delicate moments in a religious organization's life, legally as much as spiritually. The search, the call or appointment, the transition agreement, the treatment of compensation and any housing allowance, and the continuity of authority all have to be handled with care. We work with boards and search committees on the documents and the process, so a leadership transition strengthens the community rather than fracturing it.