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Proposed Amendments to Articles of Incorporation and Bylaws
October 19, 2011
3 MIN READ TIME

Proposed Amendments to Articles of Incorporation and Bylaws

Proposed Amendments to Articles of Incorporation and Bylaws
October 19, 2011
I. Proposed Amendment to Article VI of Articles of Incorporation:
Motion 1
The Board of Directors moves that the first sentence of Article VI of the Articles of Incorporation be deleted in its entirety with the following language substituted in its place.
Current Reading:
Article VI. Members; Composition
The Convention shall be composed of the following members described in Sections A. and B. below:
New Reading:
Article VI. Members; Composition
The Convention shall be composed of the following members described in Sections A. and B. below (which members shall be referred to either as “members” or “messengers” in the Articles and Bylaws of the Convention):
II. Proposed Amendment to Article II.G.2.a.(v) of the Bylaws:
Motion 2
The Board of Directors moves that the second sentence of Article II. G.2.a.(v) of the Bylaws be deleted in its entirety.
Current Reading:
(v) If for any reason a member of the Fruitland Directors shall cease to be a member of a church cooperating with this Convention, or shall remove residence from the state, membership on the Fruitland Directors will be thereby terminated. A member whose Board membership is terminated due to relocation within the state may continue his/her membership on the Fruitland Board of Directors until that term expires. Vacancies on the Fruitland Directors shall be filled by the Executive Committee between sessions of the Board;
New Reading:
(v) If for any reason a member of the Fruitland Directors shall cease to be a member of a church cooperating with this Convention, or shall remove residence from the state, membership on the Fruitland Directors will be thereby terminated. Vacancies on the Fruitland Directors shall be filled by the Executive Committee between sessions of the Board;
III. Proposed Amendment to Article II.G.2.a.(vi) of the Bylaws:
Motion 3
The Board of Directors moves that Article II.G.2.a.(vi) of the Bylaws be deleted in its entirety with the following language substituted in its place.
Current Reading:
(vi) No person shall serve as a Fruitland Director for more than one (1) four-year term, may not be re-elected to the Board until one (1) year has elapsed; and
New Reading:
(vi) No person shall be eligible to succeed himself/herself on the Fruitland Board after serving a full term of four (4) years 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
IV. Proposed Amendment to Add New Article II.G.2.b.(vii) to the Bylaws After the Existing Article II.G.2.b.(vi) as follows:
Motion 4
The Board of Directors moves that the following new language be added to the Bylaws to become Article II.G.2.b.(vii).
New Reading:
(vii) The Convention’s financial and personnel policies shall be Fruitland’s financial and personnel policies.

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Proposed amendments to Articles of Incorporation and Bylaws from the Board of Directors
BSC
October 19, 2010
15 MIN READ TIME

Proposed amendments to Articles of Incorporation and Bylaws from the Board of Directors

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

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 . . . .