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 . . . .