The Board of Directors (board) is bringing to the messengers at the 2017 Annual Meeting of the Baptist State Convention of North Carolina (convention) five (5) motions for consideration. A brief explanation is provided for each of these motions. Please note that the first motion proposes an amendment to the Articles of Incorporation and the remaining motions impact the Bylaws.
This motion addresses an inconsistency between the Articles of Incorporation and the Bylaws. In 2016, the messengers to the Annual Meeting of the convention approved a recommendation to amend the Bylaws by removing references to the Credentials Subcommittee of the Committee on Convention Meetings. The tasks and responsibilities of the former Credentials Subcommittee are now part of the larger Committee on Convention Meetings. However, there remains a reference to the former Credentials Subcommittee in Article VI. A. of the Articles of Incorporation. It is essential that the Articles of Incorporation and the Bylaws agree; therefore, this amendment deletes the reference to the Credentials Subcommittee from Article VI. A. of the Articles of Incorporation.
This motion seeks to address issues related to the proposals from the convention’s Board of Directors Meeting Evaluation Task Force that were approved by the board in September 2016. Included in this motion are proposals to remove from the Bylaws all references to the Christian Higher Education Special Committee and the Christian Social Services Special Committee. This motion also includes the addition of language necessary to establish the Convention Relations Special Committee that provides a connection to all four (4) of the convention’s institutions and agencies.
In addition, to further advance the goals of the task force, this motion proposes changes to the timing of the election to and appointment of various positions, including board officers, board committee chairs, non-board members of the Business Services and Christian Life and Public Affairs Committees and members of the Articles and Bylaws and Budget Committees. One of the major emphases of the Board of Directors Meeting Evaluation Task Force in 2016 was to restructure all meetings of the board and its committees to be meaningful to and to permit engagement by the members.
Currently, the board elects all officers and chairpersons in January each year. The newly elected president then appoints the chairpersons of the Budget Committee and Articles and Bylaws Committee as well as the board members and non-board members serving on these two committees. This motion seeks to address several perennial problems created by the current process:
1. The board president and committee chairpersons who have completed their terms of service on the board are required to attend the January meetings of the board and committees in order to elect a new board president and new chairpersons only to immediately leave the board or committee meetings and return home.
2. Newly elected board presidents have potentially little input in the preparation of the agenda for the January meeting of the board.
3. Newly elected board presidents have a very short window for identifying and appointing chairpersons and members to the Budget Special Committee and the Articles and Bylaws Special Committee.
4. Newly elected chairpersons have had little to no opportunity to prepare for the January meeting of the committees.
5. The board members vote on at-large members to the Business Services Special Committee and the Christian Life and Public Affairs Special Committee with little or no background information or other knowledge concerning the individuals being elected.
To address these issues, this motion proposes that the election of board officers and the chairs of each committee currently elected in January, be moved to September. This means the president-elect will have from September to January to plan and prepare for the January meeting. This amendment will also allow the committee chairpersons the same opportunities for preparation. The expectation is that January committee meetings, as well as the January board sessions, will have greater potential for meaningful consideration of matters within the purview of the respective committees and board with this additional level of preparation by those tasked with these responsibilities.
Please note that while the proposal is for the board president, board vice president and committee chairpersons to be elected in September, and begin to fulfill specific limited duties and obligations upon their election, these newly elected officers and chairpersons do not fully enter into their roles of leadership until January following their election in September. Board officers and chairpersons will serve Jan. 1 to Dec. 31, following their election the previous September.
In addition, this motion proposes that the president-elect will be authorized to begin identifying and appointing chairpersons for the Budget Special Committee and Articles and Bylaws Committee, as well as appointing board members and non-board members to serve on each of these committees much earlier than the current process allows.
To bring consistency to the appointment and election process for at-large non-board members serving on the Budget Special Committee, the Articles and Bylaws Special Committee, the Business Services Special Committee, and the Christian Life and Public Affairs Special Committee, this motion proposes that the board president be authorized to appoint individuals to all of these positions. Currently, the board president appoints individuals to serve on the Budget Special Committee and the Articles and Bylaws Special Committee, but recommends to the board individuals to be elected to serve on the Business Services Special Committee and the Christian Life and Public Affairs Special Committee. Finally, this motion proposes that upon their approval in November, newly elected members of the board will be appointed to the various board committees by the board president-elect.
This motion provides that the new process for the election and appointment of individuals to serve in motion two will go into effect July 1, 2018. This later date permits individuals currently serving to complete their term of office with no change and ensures a smooth transition to the proposed changes in the process of these elections and appointments.
This motion addresses a gap in the process used by the Committee on Nominations for recommending trustees and directors for service on the boards of the institutions and agencies of the convention and the North Carolina Baptist Hospital. By utilizing the proposed language of “Related Entities” the Bylaws will clarify for the Committee on Nominations that the same process will be used for recommending trustees and directors for the following institutions and agencies: Baptist Children’s Homes of North Carolina, North Carolina Baptist Hospital, the Biblical Recorder and the North Carolina Baptist Foundation. These four aforementioned institutions and agencies will be referenced as “Related Entities” in the appropriate sections of the Bylaws.
This motion addresses two miscellaneous matters that require attention in the Bylaws.
The first matter relates to the ability of employees of the affiliated educational institutions to serve on the board of any institution or agency of the convention. Employees of the affiliated educational institutions were previously prohibited from serving on the board of any institution or agency of the convention, but the messengers to the 2016 Annual Meeting of the convention removed this prohibition. However, the reference related to election of trustees for Baptist Hospital in Article III.B.2.c of the Bylaws was simply overlooked in that process. This proposed amendment brings the qualifications for election of the hospital trustees in Article III.B.2.c into agreement with the rest of the Bylaws.
The second miscellaneous matter corrects inconsistent references in Article IV.D. that were simply overlooked in amendments in prior years. This amendment updates the reference to trustees and directors of the boards of the convention’s institutions and agencies and the cross-reference to another section of the Bylaws.
Should you have questions, concerns or comments about any of these proposed changes we hope that you will feel free to contact one of us. Our contact information is as follows:
• John Compton, chairman of the Articles and Bylaws Special Committee: (828) 446-0216, or [email protected].
• Brian Davis, associate executive director-treasurer: (800) 395-5102, ext. 5506, or [email protected].