Summary of Proposed Amendments to the Articles of Incorporation and Bylaws
October 19, 2010

Summary of Proposed Amendments to the Articles of Incorporation and Bylaws

Summary of Proposed Amendments to the Articles of Incorporation and Bylaws
October 19, 2010

Following the extensive

review and restructuring approved by the messengers of both the 2008 and 2009

Baptist State Convention of North Carolina (BSCNC) annual meetings, the Board

of Directors (“Board”) is proposing substantially less extensive amendments for

consideration by the messengers at the annual meeting for 2010. The proposed

amendments brought forth by the Board involve two motions to amend the articles

of incorporation and six motions to amend the bylaws.

Motion 1 — Articles of

Incorporation Article VIII. Board of Directors.

The Board proposes two

changes, one of grammar and one of punctuation, to bring clarity to the first

sentence of this article.

Motion 2 — Articles of Incorporation

Article XV. Amendments.

The Board proposes changes

related to the notice requirement for amendments to the articles of

incorporation. The proposal includes the addition of an option for proposed

amendments to appear in the Biblical Recorder, the current requirement, or to

be mailed to each individual cooperating church twenty-one (21) days in advance

of the annual meeting. Changes in publication schedules, including deadlines

for the submission of materials, have made providing notice to churches

regarding proposed amendments more challenging. The proposed addition insures

that cooperating churches will receive proposed amendments in written form

prior to the annual meeting regardless of publication changes with the Biblical


Motion 3 — Bylaws Article

I.C.5.a.(ix) and I.C.5.c.(i). Convention Committees.

Individuals wishing to

replace the name of an individual recommended by the Committee on Nominations

for service to the BSCNC currently must announce their intention in the

Biblical Recorder prior to the annual meeting of the convention. However,

publication schedules of the Biblical Recorder have changed in recent years

making it exceedingly difficult for individuals to bring such a challenge.

Therefore, an amendment is proposed that will allow individuals wishing to make

such a proposal to announce their intention on both the BSCNC and Biblical

Recorder websites a minimum of fourteen (14) days in advance of the annual

meeting of the convention.

Currently, North Carolina

Baptists have the opportunity to submit resolutions for consideration by the

Committee on Resolutions and Memorials up to 30 days in advance of the annual

meeting of the convention. However, the deadline for the committee to announce

resolutions in an edition of the Biblical Recorder for review by messengers is

so close to the deadline for submission to the Committee on Memorials and

Resolutions that it does not have time to fulfill its duty to review, and if

necessary revise, submitted resolutions. Therefore, the proposed amendment will

move the deadline for submissions of resolutions to September 10th each year.

This new date will give the Memorials and Resolutions Committee time to

complete its responsibilities.

Motion 4 — Bylaws Article

II.E.1, Article II.F.9.c, Article II.F.9.d.(ii)(2) and (3), and Article

II.F.9.d.(v). Board of Directors.

These amendments correct and

make consistent capitalization, punctuation, committee names and awkward


Motion 5 — Bylaws Article

III.B.4. Convention Institutions and Agencies.

This amendment deletes the

reference to “covered entities” and updates the name of the Budget Special

Committee. Revisions to this article in 2008 removed other reference to

“covered entities” which was formerly a reference to the BSCNC’s institutions

and agencies.

Motion 6 — Bylaws Article

III.C.2. North Carolina Baptist Hospital.

The North Carolina Baptist

Hospital (Hospital) has requested a revision of the bylaw concerning the number

of trustees elected by BSCNC to serve on the Hospital’s board of trustees.

Currently, the BSCNC elects one half (1/2) of the Hospital’s trustees, and that

number is specified in the BSCNC Bylaws as three (3) trustees each year. The

Hospital’s board is undergoing changes that will result in a smaller number of

trustees serving on that board. The Hospital requests the removal of the

specific number, but the retention of the provision that BSCNC will continue to

elect one half (1/2) of the elected trustees serving on the Hospital’s board.

This request does not impact the relationship of the Hospital to BSCNC and is

not an act of severance.

Motion 7 — Bylaws Article

IV.B. and C. Convention’s Guaranty of Borrowing.

BSCNC has long established

parameters related to guaranty of debt on behalf of the BSCNC’s institutions

and agencies. However, with changes in relationships and the terms used to

reference those relationships in recent years, clarity is needed regarding to

whom these parameters apply. Therefore, to address all of the entities whether

an institution, agency, auxiliary, association or church, the Board proposes

changing references to “institutions and agencies” in article IV to “third

party” so it will include “institutions and agencies” as well as other entities

within the parameters outlined therein.

Motion 8 — Bylaws Article

IV.H. Amendments.

The Board proposes changes

to the notice requirements for amending the Bylaws in similar fashion to those

proposed for amending the Articles of Incorporation.