BSC proposes changes to bylaws and a resolution
    October 4 2016 by BSC Communications

    The Board of Directors (Board) presents to the messengers attending the 2016 annual meeting of the Baptist State Convention of North Carolina (Convention) proposed amendments to the Convention’s bylaws for consideration.
     
    The proposed amendments are encapsulated in 4 (four) motions.  A brief description of each motion is found below. The motions with the proposed amendments are located below this article. Please note that no changes are proposed for the Articles of Incorporation, only for the Bylaws.

    • Motion One – Focuses on the meeting dates for the Board. During its May 2016 meeting, the Board approved a recommendation from the Board of Directors Meetings Evaluation Task Force (Task Force) regarding changes in the meeting dates for the Board. The Board proposes amendments in order to facilitate the changes proposed by the Task Force and to provide flexibility in meeting dates without the necessity of further bylaw amendments.

    • Motion Two – Eliminates limitations placed upon employees of the affiliated educational institutions as well as limitations for those elected to serve as directors and trustees of the affiliated educational institutions in serving in various Convention positions. Currently, employees of the affiliated educational institutions and those elected to serve as directors and trustees of the affiliated educational institutions are prohibited from serving on the Board of the Convention, Convention committees and the boards of other Convention institutions and agencies and the Hospital. These limitations were in place to prevent potential conflicts of interest in the past. However, the potential conflicts no longer exist as the Convention does not provide any funding for the affiliated educational institutions and no longer elects any directors or trustees for these institutions. Finally, in recent years, some individuals elected by the Convention to serve on the Board and Committees of the Convention have been forced to resign due to accepting employment by one of the affiliated educational institutions. Again, the opportunity for conflicts of interest is no longer an issue; therefore, the Committee proposes the removal of this prohibition.

    • Motion Three – Clarifies the role of the members elected to the Convention’s Committee on Convention Meetings. Currently, this committee is directed to assign nine (9) of its members to serve as a credentials sub-committee. The Committee on Convention Meetings has determined that nine (9) members are not necessary for this task. The proposed amendment will give the Committee on Convention Meetings chair flexibility in assigning all committee members to this task.

    • Motion Four – Addresses several miscellaneous matters in the bylaws that deserve attention. The proposed amendments update, correct and bring consistency to these specific sections. The first matter is related to membership on the Board by representatives from the Baptist Campus Ministry of North Carolina student organization. This organization has ceased to exist; therefore, it is no longer necessary to provide Board membership to these representatives.

    Second, the use of the terms directors and trustees on the boards of Convention’s institutions and agencies is inconsistent within the various sections in the bylaws; therefore, amendments are proposed to make the language in these sections consistent.
     
    Third, references to the Fruitland Baptist Bible College directors are inconsistent; therefore, amendments are proposed to make these references consistent. The final section merely amends two cross references that became incorrect due to prior amendments.
     
    Should you have questions, comments or concerns about these motions please feel free to contact either John Compton, chairman of the articles and bylaws committee, at john.compton316@gmail.com or Brian Davis, Convention associate executive director-treasurer, at bdavis@ncbaptist.org.
     
    A Resolution of Appreciation to Wake Forest University Z. Smith Reynolds Library has also been proposed.
     
    Whereas, the Z. Smith Reynolds Library of Wake Forest University has for decades funded and maintained the N.C. Baptist Historical Collection at its facilities, and
     
    Whereas, it houses the largest collection of historical documents related to the work and ministry of N.C. Baptist churches and associations in North Carolina covering a span of over 250 years, and
     
    Whereas, the library has in recent years digitized thousands of documents, making it possible for researchers to access material online, therefore
     
    Be it resolved that during its 186th annual meeting on November 15, 2016, the messengers of the Baptist State Convention of North Carolina express their great appreciation to the staff of the Z. Smith Reynolds Library of Wake Forest University for its ongoing efforts to collect and preserve matters of historical significance to North Carolina Baptists, and
     
    Be it further resolved that Tanya Zanish-Belcher, Director of Special Collections and Archives, be commended for her commitment to North Carolina Baptists and to the researchers who have benefitted so greatly from her dedication, and
     
    Be it finally resolved that a copy of this resolution be presented to the President of Wake Forest University and to the Dean of the Z. Smith Reynolds Library in recognition of the superb work of their staff.
     
    Read the full text of proposed amendments below.
     
    ***
     
    Proposed amendments to bylaws of Baptist State Convention of North Carolina, Inc.
     
    Motion 1
     
    The Board of Directors moves that the first part of Section 1 of Article II.E. and the first part of Section 2 of Article II.E. indicated as the “Current Reading” below be deleted in their entirety and replaced with the language indicated as the “New
    Reading”:
     
    Current Reading:
     
        E.    Meetings of the Board
            1.    Regular and Special Meetings.  The Board shall have three (3) regular meetings, scheduled as follows:  The first and third meetings shall be in January and September on the Tuesday and Wednesday following the fourth Sunday. The mid-year meeting shall be on the Tuesday and Wednesday following the third Sunday of May, or a more convenient date recommended by the Executive Director-Treasurer and Board President and voted on by the Executive Committee in its March meeting.  In the event that any regular meeting of the Board is postponed . . .
     
            2.    Notice of Meetings.  Regular meetings of the Board may be held without notice, unless the mid-year meeting date is changed in accordance with these Bylaws.  In the event that the Executive Committee moves the date of the mid-year meeting of the Board, then the Board Secretary shall give notice of the new date of the Board meeting no less than thirty (30) days prior to the commencement of the mid-year meeting of the Board.  In the event that the Executive Director-Treasurer . . .
     
    New Reading:
     
        E.    Meetings of the Board
            1.    Regular and Special Meetings.  The Board shall have three (3) regular meetings scheduled in January, May and September.  In the event that any regular meeting of the Board is postponed . . . 
     
            2.    Notice of Meetings.  At each January meeting of the Board, the newly-elected President of the Board shall provide notice of the dates for the next three (3) regular meetings of the Board (May, September and the following January).  The Board Secretary shall provide written notice of these dates to all Board members within fourteen (14) days of the conclusion of the January Board meeting.  In the event that the Executive Director-Treasurer . . .
     
    Motion 2
     
    The Board of Directors moves that the limitations on employees, trustees and directors of affiliated educational institutions serving as members of the committees and boards for the Convention and related entities be eliminated by deleting each of the sections or portions thereof of Article I.C.2.d., Article I.C.6.a.(vi), Article II.B.1., Article II.F.1., Article II.G.2.a.(vii), Article III.C.7., and Article III.C.8. of the Bylaws as indicated by the “Current Reading” below and replacing each of them with the “New Reading,” as set forth below:
     
    Article I.C.2.d.
     
    Current Reading:
     
    d.    No individual who is employed by the Convention or any institution, agency
        or affiliated educational institution of the Convention, whether the salary is
        total or supplemented, shall serve on the Committee on Nominations.
     
    New Reading:
     
    d.    No individual who is employed by the Convention or any institution or
        agency of the Convention, whether the salary is total or supplemented, shall
        serve on the Committee on Nominations.
     
    Article I.C.6.a.(vi)
     
    Current Reading:
     
    (vi)    No person shall be nominated to serve on more than one (1) Convention
        committee, board of the Convention, special committee of the board of the
        Convention (as hereinafter named in Article II.F.), or board of its institutions,
        its agencies, its affiliated educational institutions or the Hospital (all as
        hereinafter defined in Article III.A.) at the same time.  
     
    New Reading:
     
    (vi)    No person shall be nominated to serve on more than one (1) Convention
        committee, board of the Convention, special committee of the board of the
        Convention (as hereinafter named in Article II.F.), or board of its institutions,
        its agencies, or the Hospital (all as hereinafter defined in Article III.A.) at the
        same time.
     
    Article II.B.1.
     
    Current Reading:
     
            1.    Qualifications. . . . No one who is employed by the Convention, or any institution or agency of the Convention as described in Article III.A.(1) below, or any affiliated educational institution of the Convention, whether the salary be total or supplemented, shall be eligible for at-large membership on the Board or as an at-large member (other than an ex-officio member) of any special Committee of the Board.
     
    New Reading:
     
            1.    Qualifications. . . . No one who is employed by the Convention, or any institution or agency of the Convention as described in Article III.A.(1) below, whether the salary be total or supplemented, shall be eligible for at-large membership on the Board or as an at-large member (other than an ex-officio member) of any special Committee of the Board.
     
    Article II.F.1.
     
    Current Reading:
     
            1.    Selection of Committee Members. . . . Any member of a special committee of the Board who is not a member of the Board shall not be serving at the same time on any Convention committee, any other special committee of the board of the Convention, or any board of the Convention’s institutions, agencies, affiliated educational institutions, or the Hospital (all as hereinafter defined in Article III.A.).
     
    New Reading:
     
            1.    Selection of Committee Members. . . . Any member of a special committee of the Board who is not a member of the Board shall not be serving at the same time on any Convention committee, any other special committee of the board of the Convention, or any board of the Convention’s institutions, agencies, or the Hospital (all as hereinafter defined in Article III.A.).
     
    Article II.G.2.a.(vii)
     
    Current Reading:
     
    (vii)    No person shall serve as a Fruitland Director, who at the same time is
        employed, either partially or fully, by the Convention, or any institution,
        agency, or any affiliated educational institution of the Convention.
     
    New Reading:
     
    (vii)    No person shall serve as a Fruitland Director, who at the same time is
        employed, either partially or fully, by the Convention, or any institution or
        agency of the Convention.
     
    Article III.C.7.
     
    Current Reading:
     
            7.    No individual elected by the Convention shall serve on the Hospital board who at the same time is holding membership on the Board of the Convention or of any other institution or agency of the Convention or affiliated educational institution of the Convention.
     
    New Reading:
            7.    No individual elected by the Convention shall serve on the Hospital board who at the same time is holding membership on the Board of the Convention or of any other institution or agency of the Convention.
     
    Article III.C.8.
     
    Current Reading:
     
            8.    No individual who is employed, either on a full-time or part-time basis, by the Convention, any institution or agency of the Convention, or affiliated educational institution of the Convention shall be eligible to be elected by the Convention to serve on the board of trustees of the Hospital.
     
    New Reading:
     
            8.    No individual who is employed, either on a full-time or part-time basis, by the Convention or any institution or agency of the Convention shall be eligible to be elected by the Convention to serve on the board of trustees of the Hospital.
     
    Motion 3
     
    The Board of Directors moves that Articles I.C.6.b., as indicated in the “Current Reading” below, be amended by deleting the word “and” at the end of subsection (v), by adding the new subsection (vi) shown below, by renumbering the current subsection (vi) as (vii) and by deleting the last paragraph of subsection (b), all as indicated in the “New Reading” below:
     
    Current Reading:
     
    b.    . . . The committee’s duties shall include:
        . . .
       
        (v)    . . . No new items of business directing the Convention or
            committing funds that require a vote may be introduced following
            the designated time prior to the last session; and
       
        (vi)    Dealing with all other matters in connection with the annual meeting
            not provided for in the Articles and Bylaws.
     
    The chair of this committee shall appoint three (3) members to serve as the Teller Subcommittee.  The subcommittee shall receive and count all ballots on votes taken during the Convention’s meetings.  The Teller Subcommittee chair will report results on all votes to the Convention President or presiding officer.
     
    The chair of the Committee on Convention Meetings shall also appoint nine (9) members to serve as the Credentials Subcommittee.  The subcommittee shall provide for the registration of messengers and visitors prior to and during the Convention; the Credentials Subcommittee chair shall report to the messengers upon the call of President and shall serve as a committee on credentials for any messenger whose qualification is in question.
     
    New Reading:
     
    b.    . . . The committee’s duties shall include:
        . . .
     
        (v)    . . . No new items of business directing the Convention or
            committing funds that require a vote may be introduced following    
            the designated time prior to the last session;
     
        (vi)    Providing for the registration of messengers and visitors prior to and
            during the Convention; the chair of the committee or the chair’s
            designee shall report to the messengers upon the call of the
            President; and the committee shall serve as a committee on
     
            credentials for any messenger whose qualification is in question; and
        (vii)    Dealing with all other matters in connection with the annual meeting
            not provided for in the Articles and Bylaws.
     
    The chair of this committee shall appoint three (3) members to serve as the Teller Subcommittee. The subcommittee shall receive and count all ballots on votes taken during the Convention’s meetings. The Teller Subcommittee chair will report results on all votes to the Convention President or presiding officer.
     
    Motion 4
     
    The Board of Directors moves the adoption of the following miscellaneous amendments to update sections, correct errors and provide wording consistency among the sections as follows:
     
        a.    To amend Article II.A.3. by deleting subsection c. of Article II.A.3., by adding the word “and” at the end of subsection b., and by relettering the current subsection “d.” to subsection “c.”
     
    Current Reading:
     
            3.    Ex-officio Non-voting Member.  The following shall be ex-officio non-voting members of the Board:
     
                a.    Executive Director-Treasurer;
     
                b.     The members of the Executive Committee of the
                    Southern Baptist Convention, from the Baptist State
                    Convention of North Carolina, Inc. who are not then
                    serving as elected members of the Board;
     
                c.     The President of the Baptist Campus Ministry of
                    North Carolina and one other representative of the
                    Baptist Campus Ministry of North Carolina as
                    determined by its governing documents; and
                   
                d.    The Woman’s Missionary Union of North Carolina’s
                    President.
     
        b.    To amend Article I.C.6.a.(ii) and (iv)(a) to provide consistent references to both trustees and directors of the Convention’s institutions and agencies by adding the language as reflected in the “New Reading” set forth below:
     
    Current Reading:
     
    a.    The Committee on Nominations shall . . .
        . . .
     
        (ii)    . . . The committee shall invite individuals through the Biblical
            Recorder and the Convention’s website to submit recommendations
            for trustees of institutions and agencies and for terms on the Board;
            this invitation shall include a current list of how many persons are to
            be elected to the Board in that year from each region. . . .
       
        . . .
        (iv)    When considering nominations, the committee shall:
     
            (a)    Consult with the representatives of the boards of trustees
                and directors of the Convention’s institutions and agencies
                for the purpose of determining the specific trustee skills
                needed;
        . . .
     
    New Reading:
     
    a.     The Committee on Nominations shall . . .
        . . .
     
        (ii)    . . . The committee shall invite individuals through the Biblical
            Recorder and the Convention’s website to submit recommendations
            for trustees and directors of institutions and agencies and for terms
            on the Board; this invitation shall include a current list of how many
            persons are to be elected to the Board in that year from each
            region. . . . 
     
        . . .
     
        (iv)    When considering nominations, the committee shall:
     
            (a)    Consult with the representatives of the boards of trustees
                and directors of the Convention’s institutions and agencies
                for the purpose of determining the specific trustee or
                director skills needed;
        . . .
     
        c.    To amend Article II.G.2.a.(vi) related to the correct designation of the Fruitland Directors by deleting it in its entirety as indicated in the “Current Reading” below and replacing it with the language as reflected in the “New Reading” set forth below:
     
    Current Reading:
     
    (vi)    No person shall be eligible to succeed himself/herself on the Fruitland Board
        after serving on the Fruitland Board whether such service has ended through
        expiration of the term, resignation or otherwise until one (1) full term has
        elapsed; provided, however, that any Fruitland Board member who shall have
        been elected to fill a vacancy of less than two (2) years shall be eligible to be
        re-elected to a full term; and
     
    New Reading:
     
    (vi)    No person shall be eligible to succeed himself/herself as a member of the
        Fruitland Directors whether such service has ended through expiration of the
        term, resignation or otherwise until one (1) full term has elapsed; provided,
        however, that any member of the Fruitland Directors who shall have been
        elected to fill a vacancy of less than two (2) years shall be eligible to be
        re-elected to a full term; and
     
        d.    To amend Article II.B.2. and Article III.B.3.a. to update the cross-references therein by deleting the references to “Article I.C.5.a.” and replacing them with “Article I.C.6.a.”

     

    10/4/2016 7:58:18 AM by BSC Communications | with 0 comments
    Filed under: BSC Annual Meeting




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