Summary of Proposed Amendments to the Articles of Incorporation and Bylaws
    October 19 2010 by BSC

    Following the extensive review and restructuring approved by the messengers of both the 2008 and 2009 Baptist State Convention of North Carolina (BSCNC) annual meetings, the Board of Directors (“Board”) is proposing substantially less extensive amendments for consideration by the messengers at the annual meeting for 2010. The proposed amendments brought forth by the Board involve two motions to amend the articles of incorporation and six motions to amend the bylaws. 

    Motion 1 — Articles of Incorporation Article VIII. Board of Directors.

    The Board proposes two changes, one of grammar and one of punctuation, to bring clarity to the first sentence of this article.  

    Motion 2 — Articles of Incorporation Article XV. Amendments.

    The Board proposes changes related to the notice requirement for amendments to the articles of incorporation. The proposal includes the addition of an option for proposed amendments to appear in the Biblical Recorder, the current requirement, or to be mailed to each individual cooperating church twenty-one (21) days in advance of the annual meeting. Changes in publication schedules, including deadlines for the submission of materials, have made providing notice to churches regarding proposed amendments more challenging. The proposed addition insures that cooperating churches will receive proposed amendments in written form prior to the annual meeting regardless of publication changes with the Biblical Recorder.

    Motion 3 — Bylaws Article I.C.5.a.(ix) and I.C.5.c.(i). Convention Committees.

    Individuals wishing to replace the name of an individual recommended by the Committee on Nominations for service to the BSCNC currently must announce their intention in the Biblical Recorder prior to the annual meeting of the convention. However, publication schedules of the Biblical Recorder have changed in recent years making it exceedingly difficult for individuals to bring such a challenge. Therefore, an amendment is proposed that will allow individuals wishing to make such a proposal to announce their intention on both the BSCNC and Biblical Recorder websites a minimum of fourteen (14) days in advance of the annual meeting of the convention.

    Currently, North Carolina Baptists have the opportunity to submit resolutions for consideration by the Committee on Resolutions and Memorials up to 30 days in advance of the annual meeting of the convention. However, the deadline for the committee to announce resolutions in an edition of the Biblical Recorder for review by messengers is so close to the deadline for submission to the Committee on Memorials and Resolutions that it does not have time to fulfill its duty to review, and if necessary revise, submitted resolutions. Therefore, the proposed amendment will move the deadline for submissions of resolutions to September 10th each year. This new date will give the Memorials and Resolutions Committee time to complete its responsibilities.

    Motion 4 — Bylaws Article II.E.1, Article II.F.9.c, Article II.F.9.d.(ii)(2) and (3), and Article II.F.9.d.(v). Board of Directors.

    These amendments correct and make consistent capitalization, punctuation, committee names and awkward wording.

    Motion 5 — Bylaws Article III.B.4. Convention Institutions and Agencies.

    This amendment deletes the reference to “covered entities” and updates the name of the Budget Special Committee. Revisions to this article in 2008 removed other reference to “covered entities” which was formerly a reference to the BSCNC’s institutions and agencies. 

    Motion 6 — Bylaws Article III.C.2. North Carolina Baptist Hospital.

    The North Carolina Baptist Hospital (Hospital) has requested a revision of the bylaw concerning the number of trustees elected by BSCNC to serve on the Hospital’s board of trustees. Currently, the BSCNC elects one half (1/2) of the Hospital’s trustees, and that number is specified in the BSCNC Bylaws as three (3) trustees each year. The Hospital’s board is undergoing changes that will result in a smaller number of trustees serving on that board. The Hospital requests the removal of the specific number, but the retention of the provision that BSCNC will continue to elect one half (1/2) of the elected trustees serving on the Hospital’s board. This request does not impact the relationship of the Hospital to BSCNC and is not an act of severance. 

    Motion 7 — Bylaws Article IV.B. and C. Convention’s Guaranty of Borrowing.

    BSCNC has long established parameters related to guaranty of debt on behalf of the BSCNC’s institutions and agencies. However, with changes in relationships and the terms used to reference those relationships in recent years, clarity is needed regarding to whom these parameters apply. Therefore, to address all of the entities whether an institution, agency, auxiliary, association or church, the Board proposes changing references to “institutions and agencies” in article IV to “third party” so it will include “institutions and agencies” as well as other entities within the parameters outlined therein.

    Motion 8 — Bylaws Article IV.H. Amendments.

    The Board proposes changes to the notice requirements for amending the Bylaws in similar fashion to those proposed for amending the Articles of Incorporation.   
    10/19/2010 4:09:00 AM by BSC | with 0 comments

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