Board of Directors proposed amendments to governing documents

2011 Proposed Amendments to the Governing Documents from the Board of Directors

The Baptist State Convention of North Carolina (BSC) Board of Directors will be bringing four proposed amendments to the governing documents for consideration by messengers attending the upcoming annual meeting of the Convention, November 7-8 at the Koury Convention Center in Greensboro. The first motion proposes to amend Article VI. Members: Composition of the Articles of Incorporation. The remaining three motions propose to amend sections within Article II. G. 2 of the Bylaws. An explanation of the proposed amendments is provided below:

The first motion applies to the BSC Articles of Incorporation, Article VI. Membership: Composition; this amendment brings clarity to the understanding of “members” and “messengers.” The Articles of Incorporation and Bylaws include both terms, and the two are understood to be used interchangeably. However, to bring clarity to the matter, the addition of a statement to this effect is proposed in this amendment. There is no change to the qualifications or identification of either the members of or the messengers to the annual meeting. Messengers are reminded that the approval of this motion will require a two-thirds (2/3) majority.

Each proposed Bylaw amendment applies to Fruitland Baptist Bible Institute (Fruitland). The Board of Directors of Fruitland adopted a revised Constitution for Fruitland earlier this year. The BSC’s Board of Directors approved Fruitland’s new governing document at its May meeting. The three proposed bylaw amendments update and make consistent the BSC’s Bylaws with Fruitland’s revised Constitution. Each motion affects a section of Article II.G.2 of the BSC’s Bylaws and will require a simple majority to be approved.

Motion two specifically addresses the continuation of membership on the Fruitland Board in the event a member relocates to another area within North Carolina. The proposed amendment to Bylaw Article II. G. 2. a.(v) makes the Fruitland Board membership requirements consistent with the BSC Board of Directors membership requirements. This is important as the Fruitland Board revised the Fruitland Constitution to indicate that Fruitland Board membership qualifications would follow BSC Board of Directors membership qualifications. However, the current BSC Bylaw related to Fruitland Board membership contains language that contradicts this intention. Therefore, the BSC Bylaw related to this matter should be amended to remove the contradiction.

The third motion is in essence a continuation of the steps taken in motion two: to make Fruitland Board membership requirements consistent with the BSC Board of Directors membership requirements. The proposed amendment to Bylaw Article II. G. 2. a.(vi) addresses the amount of time a member on the Fruitland Board must wait until he/she can be elected to another term of service. Currently, an individual must wait only one (1) year before they can be re-elected to another term of service. However, the members of the BSC Board of Directors must wait four (4) years before they can be re-elected.

The proposed amendment changes the waiting period to four (4) years for Fruitland Board members, thus bringing the qualifications for both boards into alignment.

The final motion proposes the addition of a new section: Bylaw Article II. G. 2. b.(vii) to follow current Article II. G. 2. b.(vi).

The new section provides that Fruitland shall have the same financial and personnel policies as the remainder of the BSC. In contrast to the institutions and agencies of the Convention which are separate legal entities, Fruitland is owned by and is part of the BSC.

This amendment insures that all employees of the Convention, including those at Fruitland, operate under the same personnel policies, and that all funds received or paid by the BSC are covered by the same financial policies.

The presentation of these proposed amendments to the BSC’s Articles of Incorporation and Bylaws has been scheduled for the Tuesday morning session (Nov. 8) of the annual meeting. The presentation will take place as part of the report from the BSC Board of Directors during that session.

If you should have questions related to these proposals, please do not hesitate to contact Brian Davis at [email protected], or (800) 395-5102, ext. 5506. For more about the annual meeting, visit ncannualmeeting.org.