Proposed amendments to Articles of Incorporation and Bylaws from the Board of Directors
October 19 2010 by BSC

Board of Directors — Articles of Incorporation  

Motion 1  

The Board of Directors moves that the first sentence of Article VIII of the Articles of Incorporation be deleted in its entirety with the following language substituted in its place.  

Current Reading:

Management of the Convention of its properties and affairs shall be vested in the members of the Convention, the Convention officers and Convention committees as well as its Board of Directors, which, in addition to its other powers and authorities, shall have the power and authority from time to time to sell, expend, or otherwise dispose of any and all property of the Convention in furtherance of any of the purposes for which the Convention has been organized   

New Reading:   

Management of the Convention and its properties and affairs shall be vested in the members of the Convention, the Convention officers and Convention committees as well as its Board of Directors, which, in addition to its other powers and authorities, shall have the power and authority from time to time to sell, expend, or otherwise dispose of any and all property of the Convention in furtherance of any of the purposes for which the Convention has been organized.   

Amendments — Articles of Incorporation
 

Motion 2
 

The Board of Directors moves that the first part of Article XV of the Articles of Incorporation prior to the clause beginning “(b) on the Convention’s website” be deleted in its entirety with the following language substituted in its place.
 

Current Reading:
 

The Articles may be changed or amended at any session during any annual meeting of the Convention other than the first or the last session during the annual meeting or during any special meeting of the Convention by a two-thirds (2/3) vote of the registered messengers present and voting when the vote is taken, provided that notice of any and all amendments to the Articles shall appear (a) in the Biblical Recorder in at least one (1) issue with a publication date of more than ten (10) days in advance of the meeting of the Convention in which the proposed action is to be taken; and (b) on the Convention’s website . . . .  

New Reading:  

The Articles may be changed or amended at any session during any annual meeting of the Convention other than the first or the last session during the annual meeting or during any special meeting of the Convention by a two-thirds (2/3) vote of the registered messengers present and voting when the vote is taken, provided that notice of any and all amendments to the Articles (a) shall either appear in the Biblical Recorder in at least one (1) issue with a publication date of more than ten (10) days in advance of the meeting of the Convention in which the proposed action is to be taken or be mailed to every cooperating church, as defined above, at least twenty-one (21) days in advance of the meeting of the Convention in which the proposed action is to be taken; and (b) shall appear on the Convention’s website . . . .

Convention Committees — Bylaws  

Motion 3  

The Board of Directors moves that (1) the first sentence in Article I.C.5.a.(ix) of the Bylaws be deleted in its entirety with the following language substituted in its place; and (2) the first three sentences in the second subparagraph (i) of Article I.C.5.c. of the Bylaws be deleted in their entirety with the following language substituted in their place.
 

(1)            Article I.C.5.a.(ix):  

Current Reading:   

(ix)            The name of any person to be nominated from the floor of the Convention and the                   name of the nominee intended to be displaced shall appear (a) in the Biblical                   Recorder in at least one (1) issue with a publication date more than one (1)                               week prior to the Convention’s annual meeting; and (b) on the Convention’s                   website beginning at least fourteen (14) days in advance of the meeting of the                   Convention and to remain on such website through the commencement of such                   meeting of the Convention.  In addition, biographical material . . .  

New Reading:   

(ix)            The name of any person to be nominated from the floor of the Convention and the                   name of the nominee intended to be displaced shall appear on the Convention’s                   website and may also be available on the Biblical Recorder website, beginning at                   least fourteen (14) days in advance of the meeting of the Convention and to                               remain on such website(s) through the commencement of such meeting of the                   Convention. In addition, biographical material . . .  

(2)            Article I.C.5.c.(i):  

Current Reading:  

(i)            All resolutions shall be submitted to the committee in writing at least thirty (30) days prior to the Convention. The committee shall consider all resolutions submitted. Those to be presented to the Convention shall appear (a) in the Biblical Recorder in at least one (1) issue with a publication date more than one (1) week prior to the Convention’s meeting; and (b) on the Convention’s website beginning at least fourteen (14) days in advance of the meeting of the Convention and to remain on such website through the commencement of such meeting of the Convention. . . .  

New Reading:
 

(i)            All resolutions shall be submitted to the committee in writing no later than September 10 prior to the annual meeting of the Convention in which the proposed resolution is to be considered. The committee shall consider all resolutions submitted. The committee shall provide notice in the Biblical Recorder in at least one (1) issue with a publication date more than fourteen (14) days in advance of the meeting of the Convention of when and where the resolution will be available on the Convention’s website and may also be available on the Biblical Recorder’s website. Those resolutions to be presented to the Convention shall appear on the Convention’s website and may also be available on the Biblical Recorder’s website, beginning at least fourteen (14) days in advance of the meeting of the Convention and to remain on such website(s) through the commencement of such meeting of the Convention. ...

Board of Directors — Bylaws  

Motion 4  

The Board of Directors moves that (1) the third sentence in Article II.E.1. of the Bylaws be deleted in its entirety with the following language substituted in its place; (2) the current first sentence of Article II.F.9.c. of the Bylaws be deleted in its entirety with the following language substituted in its place; (3) subparagraphs (2) and (3) of Article II.F.9.d.(ii) of the Bylaws be deleted in their entirety with the following language substituted in their place; and (4) the word “Committee” in the title of Article II.F.9.d.(v) of the Bylaws be deleted and the word “Subcommittee” substituted in its place.  

(1)            Article II.E.1.:   

Current Reading:   

The mid-year meeting shall be on the Tuesday and Wednesday following the third Sunday of May, or a more convenient time recommended by the Executive Director-Treasurer and Board President and voted on by the Executive Committee in its March meeting.  

New Reading:   

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.  

(2)            Article II.F.9.c.:  

Current Reading:
   

The Business Services Special Committee shall be responsible for counseling the Executive Leader of the Business Services Group regarding business matters, and including without limitation, procedures of bookkeeping and accounting; financial reporting; the annual audit; the convention equipment maintenance and replacement; the purchasing procedure by staff; the insurance coverage on Convention’s property; and acquiring or disposing of Convention real and personal property.  

New Reading:   

The Business Services Special Committee shall be responsible for counseling the Executive Leader of the Business Services Group regarding business matters, and including without limitation, procedures of bookkeeping and accounting; financial reporting; the annual audit; the Convention equipment maintenance and replacement; the purchasing procedure by staff; the insurance coverage on Convention’s property; and acquiring or disposing of Convention real and personal property.  

(3)            Article II.F.9.d.(ii):  

Current Reading:   

(2)            Shall continue approved appropriations until the fund reaches twenty percent                 (20%) of the Cooperative Program budget.  

(3)            Shall adhere to the following guidelines for use of these funds: to assist any                              institution or agency where a real emergency exists; to cover any unfunded                              programs due to shortfall in Cooperative Program funds where the need is urgent                  and cannot be met within other budget adjustments; and to fund any new                                   programs that are deemed to be of primary importance by the Executive                                   Committee, the Board and Executive Director-Treasurer.  

New Reading:  

(2)            Shall continue approved appropriations until the fund reaches twenty percent                 (20%) of the Cooperative Program budget;  

(3)            Shall adhere to the following guidelines for use of these funds: to assist any                              institution or agency where a real emergency exists; to cover any unfunded                              programs due to shortfall in Cooperative Program funds where the need is urgent                  and cannot be met within other budget adjustments; and to fund any new                                   programs that are deemed to be of primary importance by the Executive                                   Committee, the Board and Executive Director-Treasurer; and  

(4)            Article II.F.9.d.(v):  

Current Reading:   

Constructing and Financing Facilities Review Committee.  

New Reading:   

Constructing and Financing Facilities Review Subcommittee.  

Convention Institution and Agencies — Bylaws  

Motion 5  

The Board of Directors moves that the second, third and fourth sentences of Article III.B.4. of the Bylaws be deleted in their entirety with the following language substituted in their place.
 

Current Reading:                           

                             4.            Optional Election Method. . . .  Whenever such institution or agency exercises this option in regard to a certain percentage of its total number of trustees or directors, never more than fifty percent (50%), the Board, upon the recommendation of its Budget Committee, shall reduce the Cooperative Program funds allocated to such institution or agency by the same percentage and shall make recommendations to the Convention, through the proposed annual budget, as to how such funds may be used to accomplish other significant tasks of the Convention, its covered entities.  Any reversal of this process involving restoration of any Cooperative Program funds will be subject to budgetary limitations and must have the approval of the Budget Committee of the Board, of the Board, and of this Convention.  The trustees or directors of such institution or agency of this Convention shall make an annual report, no later than February 1 of each year, notifying the Committee on Nominations of the Convention and the Budget Committee of the Board concerning the exercising of such an option and of all vacancies to be filled. . . .  

New Reading:                           

                             4.            Optional Election Method. . . .  Whenever such institution or agency exercises this option in regard to a certain percentage of its total number of trustees or directors, never more than fifty percent (50%), the Board, upon the recommendation of its Budget Special Committee, shall reduce the Cooperative Program funds allocated to such institution or agency by the same percentage and shall make recommendations to the Convention, through the proposed annual budget, as to how such funds may be used to accomplish other significant tasks of the Convention and other entities described in this Article III.  Any reversal of this process involving restoration of any Cooperative Program funds will be subject to budgetary limitations and must have the approval of the Budget Special Committee of the Board, of the Board, and of this Convention.  The trustees or directors of such institution or agency of this Convention shall make an annual report, no later than February 1 of each year, notifying the Committee on Nominations of the Convention and the Budget Special Committee of the Board concerning the exercising of such an option and of all vacancies to be filled. . . .   

North Carolina Baptist Hospital — Bylaws  

Motion 6
 

The Board of Directors moves that Article III.C.2. of the Bylaws be deleted in its entirety with the following language substituted in its place.  

Current Reading:

             
              2.            The Convention and the Hospital shall each elect one-half (1/2) of the members of the Hospital’s board of trustees.  The Hospital shall elect three (3) trustees each year, and the Convention shall elect three (3) trustees, each for four-year (4) terms.  

New Reading:              

              2.            The Convention and the Hospital shall each elect one-half (1/2) of the elected members of the Hospital’s board of trustees.  

Convention’s Guaranty of Borrowing — Bylaws  

Motion 7  

The Board of Directors moves that (1) the phrases “an institution or agency described in Article III.B. of the Bylaws,” in Article III.B.1. and 2. of the Bylaws be deleted in their entirety and the phrases “a third party,” substituted in their places; (2) the phrase “such institution or agency” in Article III.B.2. of the Bylaws be deleted in its entirety with the phrase “such third party” substituted in its place; (3) the phrase “any of the institutions or agencies described in Article III.B.” in Article III.B.3. of the Bylaws be deleted in its entirety with the phrase “any third party” substituted in its place; and (4) the phrases “an institution or agency,” in Article III.C.1. and 2. of the Bylaws be deleted in their entirety with the phrases “a third party” substituted in their places.   

Current Reading:              

         B.            Convention’s Guaranty of Borrowing by an Institution or Agency              

                         1.            The Executive Committee may authorize the Convention to guaranty the borrowing of an institution or agency described in Article III.B. of the Bylaws, provided that (a) such borrowing . . . .                          

                         2.            The Board may authorize the Convention to guaranty the borrowing of an agency or institution described in Article III.B. of the Bylaws, provided that (a) such borrowing shall be repaid in full at the end of the subsequent fiscal year of the Convention, any unpaid balance of such borrowing at the end of the current fiscal year of the Convention shall be provided for in and made a part of the budget of such institution or agency for the Convention’s subsequent fiscal year; (b) the total amount . . .                            

                         3.            The Convention shall approve by a majority vote at its annual meeting or a special meeting any guaranty by the Convention of any borrowing by any of the institutions or agencies described in Article III.B. not specifically authorized under Paragraphs 1 or 2 above or that require the Convention to encumber any of its property.

           C.            Convention Approval of Borrowings or Guaranties                          

                         1.            Any motion which proposes the borrowing of money, the guaranty of borrowing by an institution or agency, or the encumbrance of Convention property which requires Convention approval shall set forth all pertinent facts . . . .                          

                         2.            Notice of any motion involving proposed borrowing of money, guaranty of borrowing by an institution or agency, or the encumbrance of Convention property requiring Convention approval . . . .  

New Reading:
             

         B.            Convention’s Guaranty of Borrowing by a Third Party                          

                         1.            The Executive Committee may authorize the Convention to guaranty the borrowing of a third party, provided that (a) such borrowing . . . .                          

                         2.            The Board may authorize the Convention to guaranty the borrowing of a third party, provided that (a) such borrowing shall be repaid in full at the end of the subsequent fiscal year of the Convention, any unpaid balance of such borrowing at the end of the current fiscal year of the Convention shall be provided for in and made a part of the budget of such third party for the Convention’s subsequent fiscal year; (b) the total amount ....                          
                          3.            The Convention shall approve by a majority vote at its annual meeting or a special meeting any guaranty by the Convention of any borrowing by any third party not specifically authorized under Paragraphs 1 or 2 above or that require the Convention to encumber any of its property.              

         C.            Convention Approval of Borrowings or Guaranties                          

                         1.            Any motion which proposes the borrowing of money, the guaranty of borrowing by a third party, or the encumbrance of Convention property which requires Convention approval shall set forth all pertinent facts . . . .                          
   
                         2.            Notice of any motion involving proposed borrowing of money, guaranty of borrowing by a third party, or the encumbrance of Convention property requiring Convention approval . . . .  

Amendments — Bylaws  

Motion 8  

The Board of Directors moves that the first part of Article IV.H. prior to the phrase “on the Convention’s website” near the beginning of clause (b) shall be deleted in its entirety with the following language substituted in its place.  

Current Reading:
   

These Bylaws may be changed or amended by a majority vote of the registered messengers present and voting at any session during the annual meeting (other than the first session or the last session) or during a special meeting of the Convention, provided that notice of the amendment to the Bylaws shall appear (a) in the Biblical Recorder in at least one (1) issue with a publication date of more than ten (10) days in advance of the meeting of the Convention in which the proposed action is to be taken; and (b) on the Convention’s website . . . .  

New Reading:
 

These Bylaws may be changed or amended by a majority vote of the registered messengers present and voting at any session during the annual meeting (other than the first session or the last session) or during a special meeting of the Convention, provided that notice of the amendment to the Bylaws (a) shall either appear in the Biblical Recorder in at least one (1) issue with a publication date of more than ten (10) days in advance of the meeting of the Convention in which the proposed action is to be taken or be mailed to every cooperating church, as defined in the Articles, at least twenty-one (21) days in advance of the meeting of the Convention in which the proposed action is to be taken; and (b) shall appear on the Convention’s website . . . .    
10/19/2010 3:52:00 AM by BSC | with 0 comments




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