The substance of the following sections was moved from the existing Articles of Incorporation to the Bylaws.  Amendments on these matters are proposed in the new location.




The substance of the following sections was moved from one location within the Bylaws to another location in the Bylaws.  Amendments on these matters are proposed in the new location.



Churches in Friendly Cooperation – Articles of Incorporation

Motion 1
The Board of Directors moves that the second paragraph of Article VI.A.3 be deleted and the language in the new reading be substituted in its place.    

Article VI. Members; Composition
    A.      3. Second Paragraph

Current Reading:
Among churches not in friendly cooperation with the Convention are churches which knowingly act to affirm, approve, endorse, promote, support or bless homosexual behavior.  The Board of Directors shall apply this provision. A church has a right to appeal any adverse action taken by the Board of Directors.

New Reading:
Among churches not in friendly cooperation with the Convention are churches which knowingly act to affirm, approve, endorse, promote, support or bless homosexual behavior.  The Board of Directors shall apply this provision.  Any decision by the Board of Directors shall be final; provided that a church has a right to request the Convention in annual session to reconsider the Board of Directors’ decision that such church is not in friendly cooperation with the Convention.

Relationships with Other Entities – Articles of Incorporation

Motion 2
The Board of Directors moves that (1) Articles X-XIV of the Articles of Incorporation be deleted in their entirety; (2) Articles XV-XXII of the Articles of Incorporation be renumbered respectively to Articles X-XVII; and (3) the last sentence of the first paragraph of current Article XIX of the Articles of Incorporation be amended to change the reference from Article XIX to Article XIV.

Current Reading – Articles X. through XIV:
      Article X.  Institutions, Agencies And Councils Of The Convention

The Convention fosters and supports the following institutions, agencies and councils for the purpose of assisting the churches in their divinely appointed mission of evangelism, education, missions and ministry:

    A.         Institutions and Agencies
        1.         Educational Institutions
            a.    Campbell University, Inc.
            b.    Chowan College
            c.    Gardner_Webb University
            d.    Mars Hill College
            e.    Wingate University
        2.         Social Service Institutions
            a.    Baptist Children’s Homes of North Carolina, Inc.
            b.    Baptist Retirement Homes of North Carolina, Inc.
        3.         Agencies
            a.    Biblical Recorder, Inc.
            b.     The North Carolina Baptist Foundation, Inc.
        4.        The election of the trustees and directors of the Convention’s institutions                      and agencies shall be provided for in the Bylaws of the Convention.

    B.         Councils
        1.         Councils of the Convention are:
            a.    Council on Christian Higher Education
            b.    Council on Christian Social Services
            c.    Council on Christian Life and Public Affairs.
        2.         The election of members and the work of the Councils of the
                  Convention shall be provided for in the Bylaws of the Convention.

    
The Woman’s Missionary Union of North Carolina and the North Carolina Baptist Men are recognized as auxiliaries of the Convention.

    
The Convention recognizes its historical relationship with Wake Forest University and Meredith College (collectively, “historical educational institutions”) based on the Convention’s founding of Wake Forest University in 1834 and Meredith College in 1898.  Each historical educational institution is autonomous in its governance and its board of trustees shall be elected by such board of trustees in accordance with such procedures as such board of trustees may prescribe.  The historical educational institutions shall not share in the distribution of Cooperative Program funds except scholarship funding for North Carolina Baptist Students which shall not exceed the amount each individual historical educational institution was receiving from the Convention at the time the historical educational institution became autonomous in its governance.


The North Carolina Baptist Hospital will have a voluntary relationship as an institution of the Convention, as provided exclusively in this Article XIII, any other provisions of the Articles to the contrary notwithstanding. The election of the trustees of the North Carolina Baptist Hospital shall be provided for in the Bylaws of the Convention. No program shall be inaugurated by the North Carolina Baptist Hospital which might involve the Convention directly or indirectly in a debt, without securing the prior approval of the Convention as provided in the Bylaws of the Convention.


The Convention and the North Carolina Baptist Associational Missions Conference shall have a fraternal, voluntary relationship under which each is autonomous in governance. The relationship between the staff of the Convention and the Conference, comprised of Directors of Missions/Associational Missionaries of the associations, is a covenant relationship, which recognizes their interdependent roles, purposes and missions, and their mutual goal of assisting churches in fulfilling the great commission. The President of the Conference will serve as an ex-officio voting member of the Board of Directors and its Executive Committee. The nature of the relationship consists of the following:

    A.         Mutual trust and cooperation to assist churches;

    B.         Cooperative planning with churches;

    C.         A process of sharing ideas and resources;

    D.         An intentional approach to understand, trust, and accept each other as “laborers together” in the Kingdom; and

    E.     A process for regularly evaluating the relationship and for regularly making adjustments as mutually deemed appropriate.


Relationships with Other Entities - Bylaws

Motion 3
The Board of Directors moves that (1) current Article III of the Bylaws be deleted in its entirety; and (2) current Articles VII and VIII, of the Bylaws be deleted in their entirety with the following language substituted in its place to be numbered as new Article V of the Bylaws.

Current Reading of Article III:
        
        A.     Members of the Board of Directors and Trustees and Directors of any institution or agency of the Convention shall be members of churches cooperating with the Convention as defined in Article VI.A.3. of the Articles, except as otherwise specified in Articles VII.D. and VII.E. of the Bylaws.
        
    B.         The term of office shall begin on January 1, following the annual meeting of the Convention at which members were elected; and shall end on December 31 following the Convention at which their successors were elected, unless sooner terminated; provided, however, the term of office of a trustee who has not resigned, died, become disqualified, or been removed shall not expire until a successor shall have been duly elected and qualified.
        
    C.         In no case shall a member of any board serve a continuous term of more than four (4) years; and provided, however, that any such 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. No person employed by the Convention, an institution or agency of the Convention, whether the salary be total or supplemented, shall serve on the Board of Directors (except for the Executive-Director/Treasurer) or any Board of Trustees or Directors of any other institution or agency.  
        
        D.         A member of a board of any institution or agency of this Convention having completed a full term of office shall not be eligible for re-election to membership on the same board until the elapse of one (1) year, but shall be eligible for immediate election to membership on the board of any other institution or agency of the Convention.
        
    E.          A member of the Board of Directors having completed a full term of office shall not be eligible for election to the Board of Directors until the elapse of one (1) full term, but shall be eligible for immediate election to membership on the board of any other institution or agency of the Convention.

Current Reading of Articles VII and VIII:
    
         A.    This Section of the Bylaws applies to the institution and agencies listed in Article X.A. of the Articles of the Convention, and shall be referenced to herein, from time to time, as “covered noneducational institutions and agencies” referring to the social services institutions and agencies or “covered educational institutions” referring to the educational institutions.

    B.    Quality of Life
    1.          Each institution or agency which receives financial support from the budget of this Convention is expected to take specific measures to ensure that the life of the institution or agency is so infused with genuine Christian beliefs and practices and with the most noble elements of our Baptist heritage that as nearly as possible every person who is a part of that institution’s or agency’s life (administrators, staff, employees, faculty, students, patients, residents and visitors) will have opportunity to respond to the institution’s or agency’s positive Christian and Baptist influence.  Budget funds received by the educational institutions of the Convention shall be used exclusively for scholarships for Baptist students from churches in friendly cooperation with the Convention.
    2.           No preconceived pattern of accountability will be imposed upon any institution or agency by the Convention, but each institution or agency will continue, or revitalize, or create its own structures, programs, or events for the achievement of this goal.  This might include, but not be limited to, such things as these:  (1) creation or strengthening of religious organizations; (2) seminars, conferences, revivals, guest appearances of religious leaders, or other such events; (3) events in which faculty or staff members discuss significant ethical and religious topics and their application in various phases of the life of the institution; (4) the creation or strengthening of a structure in which someone who is a member of the highest level administrative council, committee or cabinet, directly responsible to the President (or other Chief Executive Officer), is charged with the full-time or part-time responsibility of giving leadership on a regular basis to the fostering of historic Christian and Baptist values in the institution’s life; (5) the creation or strengthening of a structure in which a committee or council or other ongoing group which is representative of various areas of institutional life, exercises leadership in this realm on a regular basis in the life of the institution, working together as a team to encourage existing programs and attitudes, and to develop and implement possible new policies and programs relating to this matter; (6) the creation or strengthening of a structure in which the trustees of the institution form a committee or take other specific steps to  ensure close cooperation with the administration in encouraging this dimension of institutional life, keeping all trustees well informed in this area of concern; and (7) cooperation with other Baptist institutions in North Carolina or other states, possibly through the leadership of the Council on Christian Higher Education or the Council on Christian Social Services, in seminars, conferences, or other methods for the exchange of ideas concerning this subject.
        3.      Each institution, in its annual written report to the Convention, and more often if it desires, shall include an account of what is being accomplished in this dimension of its life and work.  It will be important for this report to give enough details to enable the messengers at the annual session, the members of the Board, and Baptists across the state to have a clear picture in their minds concerning the distinctively Christian and distinctively Baptist elements of institutional life.  It will also be important to continue and strengthen the periodic use of dramatic presentations depicting the work done by each institution, making sure that the religious dimensions of institutional life are effectively communicated to our Baptist family.
    4.      Because of much smaller staffs, and the absence of students, residents or patients, the Biblical Recorder and the North Carolina Baptist Foundation must find other ways of implementing the spirit of this recommendation through their respective staffs and Boards of Directors, but they will also include in their annual reports to the Convention, and more often if they desire, an account of what is being done in this dimension of their life and work

    C.    Trustees and Directors of Institutions and Agencies
        1.       All trustees and directors of all institutions and agencies must affirm the governing documents and policies of the institutions and agencies and must embrace the values of the Convention as set forth in Article VII.B.1. of the Bylaws.  Satisfaction of this requirement must be reported to the Executive Committee no later than the March meeting of the Executive Committee.
        2.      The trustees and directors of all institutions and agencies shall be responsible to the Convention for the operation of its institutions and agencies in accordance with Baptist principles, by which the Convention operates; report of work done and undertaken shall be made annually to this Convention; any change in the charter of any institution or agency which would affect, alter or change the purpose of the institution or agency or the relationship of the institution or agency or its board of trustees or directors to the Convention shall have the prior approval of the Convention.  No program shall be inaugurated which might involve the Convention directly or indirectly in a debt, without securing the prior approval of this Convention as provided in Article IX of the Bylaws.
        3.       An individual who is a member of a church which by formal action of the Convention, its Board of Directors, or its Executive Committee has been determined to be not in friendly cooperation with the Convention in accordance with Article VI.A.3. of the Articles, or is a member of a church which affirms, approves, endorses, promotes, supports, or blesses homosexual behavior, shall not be eligible to serve as a trustee or director of any institution or agency, with the exception that an individual who is currently serving as a trustee or director of an institution or agency at the time such formal action is taken shall be allowed to serve the remainder of his or her term as a trustee or director.

    D.     Election of Trustees and Directors of Covered Noneducational Institutions and Agencies
The charter of every covered noneducational institution or agency owned or supported in whole or in part by the Convention shall contain the following provisions:
        1.       The trustees or directors of the covered noneducational institutions and agencies of this Convention shall be elected by the Convention for four (4) year terms with one-fourth (1/4) of the board of trustees or directors of the covered noneducational institutions and agencies being elected at each regular annual session of the Convention, after receiving nominations from the Convention’s Committee on Nominations.  These nominees shall be presented to the Convention for election following the procedures detailed in Article II.E.4. of the Bylaws. If necessary, the Committee on Nominations, after prior consultation with and approval from the respective noneducational institution or agency, shall be allowed to amend its report to the Convention in session to replace any previously reported nominee who has been determined to be unable to serve following the publication of the report of the Committee on Nominations to the Convention.
        2.       At least three-fourths (3/4) of the members of the board of trustees or directors of each covered noneducational institution or agency shall be residents of North Carolina and active members of churches in friendly cooperation with the Convention.  Up to one-fourth (1/4) of the members of the board of trustees or directors may be Baptists from outside of North Carolina who are active members of churches cooperating with a Baptist State Convention affiliated with the Southern Baptist Convention.  For trustees or directors from outside North Carolina, each institution or agency will be required to furnish to the Committee on Nominations a letter of endorsement from the nominee’s church.   
        3.       If for any reason a member of a board shall cease to qualify as a trustee or director of a covered noneducational institution or agency, membership on any board shall be thereby terminated.  Any vacancy on a board may be filled by recommendation of the Committee on Nominations, after prior consultation with and approval from the respective institution or agency, to the Executive Committee until the next regular annual session of the Convention, and the Convention shall at its next regular annual session fill the vacancy for the unexpired term.  The board of trustees or directors of a covered noneducational institution or agency by affirmative vote of three-fourths (3/4) of the entire membership given in regular annual meeting or in a special meeting called for the purpose, shall have the power to remove from office any trustee or director for cause considered sufficient by such board, but only after reasonable notice to such trustee or director, and opportunity to be heard by the board.  The Convention shall have the right to remove any trustee or director for cause considered sufficient by the Convention, but only after reasonable notice to such trustee or director, and opportunity for the trustee or director to be heard by the Convention as provided in Article VII.F. of the Bylaws.
        4.   Each covered noneducational institution or agency may choose to nominate up to fifty percent (50%) of its trustees or directors with the assurance that in the event the Convention does not elect one of these nominees the institution or agency alone shall have the right to nominate another person for the vacancy.  Whenever a covered noneducational 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 that covered noneducational 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 institutions or agencies.  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 each covered noneducational 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.  Each such nominee must be a member of a church cooperating with this Convention or a church cooperating with a Baptist State Convention, which is affiliated with the Southern Baptist Convention, and each covered noneducational institution or agency will be required to furnish to the Committee on Nominations a letter of endorsement from the nominee’s church.  In no case shall more than twenty-five percent (25%) of the trustees or directors of a noneducational institution or agency be from outside North Carolina.  Trustees or directors thus nominated by the covered noneducational institutions or agencies will not be subject to the requirements of Article II.E.4. of the Bylaws.  

        E.     Election of Trustees of Covered Educational Institutions
The charter of every covered educational institution owned or supported in whole or in part by the Convention shall contain the following provisions:
        1.    The Convention shall elect on an annual basis no less than fifty percent (50%) and up to one hundred percent (100%) of the annual nominees of trustees of the covered educational institutions for four (4) year terms with one-fourth (1/4) of the board of trustees of the covered educational institutions being elected each year.  These nominees shall be presented to the Convention for election following the procedures detailed in Article II.E.4. of the Bylaws.  All nominees presented by the Committee on Nominations to the Convention shall be members of churches in friendly cooperation with this Convention. If necessary, the Committee on Nominations, after prior consultation with and approval from the respective educational institution, shall be allowed to amend its report to the Convention in session to replace any previously reported nominee who has been determined to be unable to serve following the publication of the report of the Committee on Nominations to the Convention.
        2.    If for any reason a member of the board of trustees elected by the Convention shall cease to qualify as a trustee of a covered educational institution, membership on any board shall be thereby terminated.  Any vacancy for a trustee elected by the Convention may be filled by recommendation of the Committee on Nominations, after prior consultation with and approval from the respective institution, to the Executive Committee until the next regular annual session of the Convention, and the Convention shall at its next regular annual session fill the vacancy for the unexpired term.  The board of trustees of any covered educational institution by affirmative vote of three-fourths (3/4) of the entire membership given in regular annual meeting or in a special meeting called for the purpose, shall have the power to remove from office any trustee for cause considered sufficient by such board, but only after reasonable notice to such trustee, and opportunity to be heard by the board.  The Convention shall have the right to remove any trustee elected by the Convention for cause considered sufficient by this Convention, but only after reasonable notice to such trustee, and opportunity for the trustee to be heard by the Convention as provided in Article VII.F. of the Bylaws.
        3.      At least two-thirds (2/3) of the members of the board of trustees of each covered educational institution shall be residents of the State of North Carolina and active members of churches in friendly cooperation with the Convention.  
        4.      Up to one-third (1/3) of the total members of the board of trustees of each covered educational institution may be active Christians from churches not affiliated with the Convention, without regard to geographic restrictions, if elected by the institution in accordance with Article VII.E.5. of the Bylaws.  Each such trustee will be required to furnish to the institution two letters: the first, a letter expressing their personal Christian conversion experience, and the second, a letter of endorsement from the trustee’s church.  These letters will be kept on file by the educational institution throughout the trustee’s term of service.
        5.      Each covered educational institution may choose to elect up to fifty percent (50%) of its annual trustee vacancies.  Whenever this option is exercised by a covered educational institution in regard to a certain percentage of its total number of trustees, never more than fifty percent (50%), the Board of Directors of the Convention, upon the recommendation of its Budget Committee, may reduce the Cooperative Program scholarship funds allocated to that covered educational institution by a percentage equal to the percentage of the total number of trustees elected by the covered educational institution to the total number of trustees on its board.  If the scholarship funds allocated are reduced, any reversal of this process involving restoration of any Cooperative Program scholarship funds will be subject to budgetary limitations and must have the approval of the Budget Committee of the Board, of the Board, and of the Convention.  The trustees of each covered educational institution of the 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 exercise of the option provided in this paragraph and the number of vacancies to be filled by the covered educational institution.  All trustees elected by the covered educational institution shall have their names reported for information purposes to the Convention at its annual session.
        6.      Any covered educational institution may have one (1) ex-officio trustee representing the institution’s alumni who is an active Christian church member.  This trustee shall be elected annually by the institution’s Board of Trustees and shall serve no more than four (4) consecutive one-year (1) terms. This appointment shall be in addition to the usual number of trustees constituting the full membership of the institution’s Board.  Any institution that chooses to elect any trustees in accordance with Article VII.E.5. of the Bylaws shall forfeit the privilege to elect one (1) ex-officio trustee under this paragraph.

    F.         The Dismissal of Trustees or Directors
In the event that it should become necessary for the Convention to consider removal of a trustee or director, it shall be done in the following manner:
        1.     The Convention will automatically refer the matter to the Executive Committee of the Board for consideration and action;  
        2.     The Executive Committee will first seek to solve the problem through the regularly elected Board of Trustees or Directors;
        3.     If it becomes necessary for the Executive Committee to act in behalf of the Convention, the trustee or director in question shall have charges presented in writing, be given adequate time for reply, and be allowed counsel; and    
        4.     The Executive Committee will report its action in full to the Board subject to the approval of this Convention in its next annual session.

    G.      Biblical Recorder, Inc.
The Biblical Recorder is the journal of the Convention.  According to its charter, the publication is “to maintain and safeguard the inalienable rights and privileges of a free press, these rights and privileges being consistent with the traditional Baptist emphasis upon the freedom, under Christ, of both the human spirit and Baptist churches.”  The Biblical Recorder, Inc. shall be operated by sixteen (16) directors who shall serve four-year (4) terms.  One-fourth (1/4) of the directors shall be elected annually by this Convention.  

        H.      The North Carolina Baptist Foundation, Inc.
The North Carolina Baptist Foundation, Inc. shall be operated by twenty (20) directors who shall serve for four-year (4) terms.  One-fourth (1/4) of the directors shall be elected annually by the Convention.  The purposes of The North Carolina Baptist Foundation, Inc. shall be to receive, hold, and administer donations of money and property which charitable-minded persons may leave to it from time-to-time.

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

    B.    At least one-half (1/2) of the trustees of the Hospital shall be residents of the State of North Carolina and members of churches cooperating with the Convention.

    C.    If for any reason a trustee elected by the Convention shall cease to be a member of a church cooperating with the Convention or shall remove residence from the State (unless in the latter case the nonresident trustee becomes a member of a church cooperating with a Baptist State Convention affiliated with the Southern Baptist Convention, and there would be no more than one-fourth (1/4) of the Hospital trustees who are nonresidents of North Carolina), membership on the Hospital board shall be thereby terminated.  Any vacancy on the Hospital board resulting from the departure of a trustee elected by the Convention, may be filled by a recommendation of the Committee on Nominations to the Executive Committee until the next regular annual session of the Convention, and the Convention shall at its next regular annual session fill the vacancy for the unexpired term.  

    D.    The term of office of a trustee elected by the Convention who has not resigned, died, become disqualified or been removed, shall not expire until a successor shall have been duly elected and qualified.

    E.    The committee of the Hospital’s board of trustees that oversees the School of Pastoral Care shall have as its members only trustees who have been elected by the Convention.

    F.    No individual elected by the Convention shall serve on the Hospital board who at the same time is holding membership on the board of any other institution, agency, or on the Board.

    G.    No individual who is employed by the Convention or any institution or agency of the Convention, whether the salary be total or supplemental, shall be elected by the Convention to serve on the board of trustees of the Hospital.

New Reading of Article V:

    A.          This Article V of the Bylaws shall apply to the following unless otherwise stated:  (1) Baptist Children’s Home of North Carolina, Inc.; Baptist Retirement Homes of North Carolina, Inc.; Biblical Recorder, Inc.; and The North Carolina Baptist Foundation, Inc. (collectively referred to as “institution or agency” or the plural thereof, and the governing board members shall be referred to as “trustees” or “directors”); (2) the North Carolina Baptist Hospital (the “Hospital”); (3) Campbell University, Chowan University, Gardner-Webb University, Mars Hill College and Wingate University (collectively referred to as “affiliated educational institution” or the plural thereof); (4) Wake  Forest University and Meredith University (collectively referred to as  “historical educational institution” or the plural thereof); (5) The  North Carolina Baptist Men (referred to as “the auxiliary”); (6) The North Carolina Baptist Associational Missions Conference; and (7) The Woman’s Missionary Union of North Carolina (a historical co-laborer with the Convention).  

    B.    Institutions and Agencies
         1.       Each institution or agency of the Convention shall act in a manner consistent with the overall purposes of the Convention, and shall:        
              a.           Be responsible to the Convention for its operation in accordance with the Baptist principles, by which the Convention operates;        
              b.         Submit an annual written report on work done and undertaken to this Convention at its annual session;
              c.           Obtain the prior written approval of the Convention for any change in the charter of the institution or agency which would affect, alter or change the purpose of the institution or agency or the relationship of the institution or agency or its board of trustees or directors to the Convention.
              d.         Obtain the prior written approval of the Convention for any program which might involve the Convention directly or indirectly in any debt, as provided in Article VI of the Bylaws. Each trustee and director shall affirm the governing documents and policies of the institutions and agencies and embrace the values of the Convention.  Satisfaction of this requirement must be reported to the Executive Committee by each institution and agency no later than the March meeting of the Executive Committee.  
         2.      Qualifications of Trustees and Directors.
              a.         Members of the Board of Trustees and Directors of any institution or agency of the Convention shall be members of churches cooperating with the Convention as defined in Article VI.A.3. of the Articles, except as otherwise specified in subsection d. below.  
              b.         An individual who is a member of a church which by formal action of the Convention, its Board of Directors, or its Executive Committee has been determined to be not in friendly cooperation with the Convention in accordance with Article VI of the Articles, or is a member of a church which affirms, approves, endorses, promotes, supports, or blesses homosexual behavior, shall not be eligible to serve as a trustee or director of any institution or agency, with the exception that an individual who is currently serving as a trustee or director of an institution or agency at the time such formal action is taken shall be allowed to serve the remainder of his or her term as a trustee or director.  
             c.           No individual who is employed, either on a full-time or part-time basis, by the Convention or any institution, agency or affiliated educational institution of the Convention shall be eligible to serve on the board of directors or trustees of any institution or agency.  
              d.         At least three fourths (3/4) of the members of the board of trustees or directors of such institution or agency shall be residents of North Carolina and active members of churches in friendly cooperation with the Convention.  Up to one fourth (1/4) of the members of the board of trustees or directors may be Baptists from outside of North Carolina who are active members of churches cooperating with a Baptist State Convention affiliated with the Southern Baptist Convention.  For trustees or directors from outside North Carolina, each institution or agency will be required to furnish to the Committee on Nominations a letter of endorsement from the nominee’s church.   
         3.       Election of Trustees and Directors; Term; Term Limits.
              a.         Such trustees or  directors shall be elected by the Convention for four (4) year terms with one-fourth (1/4) of the board of trustees or directors being elected at each regular annual session of the Convention, after receiving nominations from the Convention’s Committee on Nominations.  These nominees shall be presented to the Convention for election following the procedures detailed in Article II.E.4. of the Bylaws.  
              b.         The term of office shall begin on January 1, following the annual meeting of the Convention at which members were elected; and shall end on December 31 following the Convention at which their successors were elected, unless sooner terminated; provided, however, the term of office of a trustee who has not resigned, died, become disqualified, or been removed shall not expire until a successor shall have been duly elected and qualified.  
              c.         No trustee or director shall serve a continuous term of more than four (4) years; and provided, however, that any such trustee or director, 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. A trustee or director having completed a full term of office shall not be eligible for re-election to membership on the same board until the elapse of one (1) year, but shall be eligible for immediate election to membership on the board of any other institution or agency.
         4.      Optional Election Method.  Each such institution or agency may choose to nominate up to fifty percent (50%) of its trustees or directors with the assurance that in the event the Convention does not elect one of these nominees, the institution or agency alone shall have the right to nominate another person for the vacancy.  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.  Each such nominee must be a member of a church cooperating with this Convention or a church cooperating with a Baptist State Convention, which is affiliated with the Southern Baptist Convention, and such institution or agency will be required to furnish to the Committee on Nominations a letter of endorsement from the nominee’s church.  In no case shall more than twenty five percent (25%) of the trustees or directors of such institution or agency be from outside North Carolina.  
         5.       Termination and Removal of Trustees and Directors.
              a.       If for any reason a member of a board shall cease to qualify as a trustee or director of an institution or agency, membership on any board shall be thereby terminated, effective immediately upon the date of the disqualifying event.  Any vacancy on a board may be filled by recommendation of the Committee on Nominations, after prior consultation with and approval from the respective institution or agency, to the Executive Committee until the next regular annual session of the Convention, and the Convention shall at its next regular annual session fill the vacancy for the unexpired term.  
              b.       The board of trustees or directors of an institution or agency by affirmative vote of three fourths (3/4) of the entire membership given in regular annual meeting or in a special meeting called for the purpose, shall have the power to remove from office any trustee or director for cause considered sufficient by such board, but only after fifteen (15) days written notice to such trustee or director, and an opportunity to be heard by the board.
              c.       The Convention shall have the right to remove any trustee or director of an institution or agency for cause considered sufficient by the Convention.  In the event that it should become necessary for the Convention to consider removal of any trustee or director, it shall be done in the following manner:
                  i.    The Convention will automatically refer the matter to the Executive Committee of the Board for consideration and action.
                  ii.    The Executive Committee will first seek to solve the problem through the regularly elected Board of Trustees or Directors of such institution or agency.
                  iii.    If it becomes necessary for the Executive Committee to act in behalf of the Convention, the trustee or director in question shall have charges presented in writing, be given at least fifteen (15) days to reply to such charges, be allowed counsel, and have an opportunity to be heard by the Executive Committee.
                  iv.    The Executive Committee will report its action in full to the Board subject to the approval of this Convention in its next annual session.
 
    C.   North Carolina Baptist Hospital
        1.       The Hospital will have a voluntary relationship as an institution of the Convention, as provided exclusively in this Article V.C. of the Bylaws, any other provisions of the Bylaws to the contrary notwithstanding. The Convention shall not have any liability, directly or indirectly, for any debt incurred by the Hospital.
        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.
        3.       At least one-half (1/2) of the trustees of the Hospital shall be residents of the State of North Carolina and members of churches cooperating with the Convention.
        4.       If for any reason a Hospital trustee elected by the Convention shall cease to be a member of a church cooperating with the Convention or shall remove residence from the State (unless in the latter case the nonresident trustee becomes a member of a church cooperating with a Baptist State Convention affiliated with the Southern Baptist Convention, and there would be no more than one-fourth (1/4) of the Hospital trustees who are nonresidents of North Carolina), membership on the Hospital board shall be thereby terminated.  Any vacancy on the Hospital board resulting from the departure of a Hospital trustee elected by the Convention, may be filled by a recommendation of the Committee on Nominations to the Executive Committee until the next regular annual session of the Convention, and the Convention shall at its next regular annual session fill the vacancy for the unexpired term.  
        5.       The term of office of a Hospital trustee elected by the Convention who has not resigned, died, become disqualified or been removed, shall not expire until a successor shall have been duly elected and qualified.
        6.       The committee of the Hospital’s board of trustees that oversees the School of Pastoral Care shall have as its members only trustees who have been elected by the Convention.
        7.       No individual elected by the Convention shall serve on the Hospital board who at the same time is holding membership on the Board of the Convention or of any other institution, agency of the Convention, or affiliated educational institution of the Convention.
        8.       No individual who is employed, either on a full-time or part-time basis, by the Convention or any institution, agency or affiliated educational institution of the Convention shall be eligible to serve on the board of trustees of the Hospital.

    D.      Affiliated Educational Institutions
The Convention will have a voluntary, cooperative relationship with the affiliated educational institutions based on the long and important relationship between the affiliated educational institutions and the Convention, together with the Baptist churches of North Carolina.  Each affiliated educational institution is autonomous in its governance, and its Board of Trustees shall be elected in accordance with such procedure as set forth in the governing documents of such affiliated educational institution.  The affiliated educational institution shall not share in the distribution of Cooperative Program funds, except that the Convention may award scholarship funds to North Carolina Baptist students who attend affiliated educational institutions.  The Convention shall not have any liability, directly or indirectly, for any debt incurred by an affiliated educational institution.  

    E.     Historical Educational Institutions
The Convention recognizes its historical relationship with the historical educational institutions, based on the Convention’s founding of Wake Forest University in 1834 and Meredith University in 1898.  Each historical educational institution is autonomous in its governance and its board of trustees shall be elected by such board of trustees in accordance with such procedures as set forth in its governing documents.  The historical educational institutions shall not share in the distribution of Cooperative Program funds except scholarship funding for North Carolina Baptist Students which shall not exceed the amount each individual historical educational institution was receiving from the Convention at the time the historical educational institution became autonomous in its governance.

    F.      Auxiliary
The Convention and the North Carolina Baptist Men shall have a fraternal, voluntary relationship and under which the auxiliary is autonomous in governance.

    G.     Baptist Associational Missions Conference
The Convention and the North Carolina Baptist Associational Missions Conference will have a fraternal, voluntary relationship under which each is autonomous in governance. The relationship between the staff of the Convention and the Conference, comprised of Directors of Missions/Associational Missionaries of the associations, is a covenant relationship, which recognizes their interdependent roles, purposes and missions, and their mutual goal to assist churches in fulfilling the great commission.

    H.     The Woman’s Missionary Union of North Carolina
The Woman’s Missionary Union of North Carolina is recognized as a co-laborer with this Convention.

Relationship with Other Entities - Bylaws

Motion 4
The Board of Directors moves that (1) current Article I.C.2.f. in the Bylaws be deleted in its entirety with the following language substituted in its place; (2) the second sentence of the first paragraph of the current Article II E.4 in the Bylaws be deleted in its entirety with the following language substituted in its place; (3) in the second paragraph of the current Article II.E.4. in the Bylaws, the following language at the end of the paragraph be deleted in its entirety “with the exception of the educational institutions in accordance with Article VII.E.”; (4) in the second sentence of the third paragraph of the current Article II.E.4. in the Bylaws be deleted in its entirety with the following language substituted in its place; and (5) at the end of the first paragraph of Article II E.4.f. of the Bylaws, the following language be added.

(1) Article I. Duties of Officers C.2.f.

Current Reading:
                 f.       Work on a cooperating basis with the heads of all institutions,                      agencies and councils of the Convention; and

New Reading: (addition indicated by underline)
                 f.       Work on a cooperating basis with the heads of all institutions,                     agencies and councils of the Convention and the heads of all affiliated educational institutions; and

(2) Article II. Convention Committees E. 4. The Committee on Nominations – First Paragraph

Current Reading:
    4.      THE COMMITTEE ON NOMINATIONS ...  No individual who is employed by the Convention, or any institution or agency of the Convention, whether the salary be total or supplemented, shall serve on this Committee.

New Reading: (addition indicated by underline)
    4.       THE COMMITTEE ON NOMINATIONS ...  No individual who is employed by the Convention or any institution, agency or affiliated educational institution of the Convention, whether the salary be total or supplemented, shall serve on this Committee.

(3) Article II. Convention Committees E. 4. The Committee on Nominations – Second Paragraph

Current Reading: (deletion indicated by underline)
This Committee shall nominate persons to serve on the boards of trustees and directors of all agencies and institutions of the Convention, the Board of Directors, the twelve (12) members-at-large of the Council on Christian Life and Public Affairs of the Convention and such other nominations as may be delegated to the Committee by the Convention with the exception of trustees elected by the educational institutions in accordance with Article VII.E.

New Reading:
This Committee shall nominate persons to serve on the boards of trustees and directors of all agencies and institutions of the Convention, the Board of Directors, the twelve (12) members-at-large of the Council on Christian Life and Public Affairs of the Convention and such other nominations as may be delegated to the Committee by the Convention.

(4) Article II. Convention Committees E. 4. The Committee on Nominations – Third Paragraph

Current Reading:
It is desirable that the Committee shall nominate at least twenty-five percent (25%) of the members to the various boards and councils from churches with resident membership under four hundred (400).  No person shall be nominated to serve on more than one (1) board at the same time.  …

New Reading: (addition indicated by underline)
It is desirable that the Committee shall nominate at least twenty-five percent (25%) of the members to the various boards and councils from churches with resident membership under four hundred (400).  No person shall be nominated to serve on more than one (1) board of the Convention, its institutions, its agencies, its affiliated educational institutions, or the Hospital (all as hereinafter defined in Article V.A.) at the same time.  …

(5) Article II. E. 4.f.  The Committee on Nominations

New Reading - Underlined portion moved to this section from Article VII.D.1. second paragraph:
    f.        The full report of the Committee shall be published in the Biblical Recorder at least four (4) weeks prior to the annual meeting of the Convention.  The report shall include at a minimum the name, church, home town, association, occupation, and sex of each nominee, the name of the institution or agency on whose board the nominee is to serve, together with such summary information as will make clear to the Convention the diversity and breadth of representation provided by the slates of nominees. If necessary, the Committee on Nominations, after prior consultation with and approval from the respective board of directors or trustees of any applicable institution or agency, shall be allowed to amend its report to the Convention in session to replace any previously reported nominee who has been determined to be unable to serve following the publication of the report of the Committee on Nominations to the Convention.

Councils of the Convention – Bylaws

Motion 5
The Board of Directors moves that (1) current Article VI in the Bylaws be deleted in its entirety with the following language substituted in its place and renumbered as Article IV; and (2) in the second paragraph of the current article II. E. 4 of the Bylaws the number of members at-large nominated by the Committee on Nominations to serve on the Council on Christian Life and Public Affairs be amended from “twelve (12)” to “eight (8).”

Current Reading:  

    A.         Council on Christian Higher Education
         1.          Purpose; Election
                 a.    The Council will work with the Executive Director of the Council to provide an effective program for the five (5) Baptist colleges and universities without in any way hindering the trustee operation of any one of them.
                 b.    The Council shall consist of not more than ten (10) members of the Board. Also, the Council consists of the following associate, voting members: the President, dean, and Chairperson of the trustees of each of the five (5) colleges and universities receiving funds from the Convention. The Executive Director of the Council on Christian Higher Education serves as an ex-officio non-voting member.
                 c.    The President shall be elected from one (1) of the ten (10), or less, members of the Board and shall also be a member of the Executive Committee of the Board.
                 d.    No member of the Council who occupies a salaried position with the Convention, its institutions, or its auxiliaries shall have a vote on appropriations that may be made to the institutions. All recommended appropriations shall be subject to the approval of the Board.
         2.      Duties and Responsibilities
         The Council
                  a.    Shall devise ways and means for the proper correlation of the work and programs in the several educational institutions supported by the Convention;
                 b.    Shall study the needs of the institutions and their ability to meet these needs, and upon the basis of its findings shall recommend to the Board allocations to the institutions of such funds as may be made available for Christian Higher Education by the Convention or the Board;
                  c.        Shall formulate and promote plans for increasing interest and support for these institutions and to make reports in detail to the Board concerning all its work and findings; and
                 d.        Shall study all requests of the Executive Committee with regard to a change of status by a North Carolina Baptist college or university and to make such report to the Executive Committee as the Council deems appropriate.
         3.    Executive Director
                  a.      The Council on Christian Higher Education in cooperation with the Executive Director-Treasurer of the Convention shall nominate and the Executive Committee shall elect an Executive Director.  
                  b.         Duties and responsibilities of the Executive Director.
                        i.    Shall be responsible to the Council on Christian Higher Education and through the Executive Leader of the Administration and Convention Relations Group to the Executive Director-Treasurer, and to the Board;
                        ii.    Shall work in cooperation with all Groups in an effort to secure full support for the program of higher education of the Convention;
                        iii.    Shall, in cooperation with the Executive Leader, Business Services and Comptroller of the Convention, work toward promoting a uniform method of bookkeeping for all institutions of higher education in an effort to understand and interpret all their budget needs; and
                        iv.    Shall work towards correlating the programs of the several educational institutions and securing their cooperation and shall formulate plans for promoting an interest in and support of Christian Higher Education.
         4.      Meetings
         The Council shall meet at least three (3) times a year in conjunction with the meeting of the Board. The President and Executive Director, or any five (5) members of the Council may call a special meeting.

      B.     Council on Christian Social Services
          1.      Purpose; Election
The Council will work to provide a well-integrated program for the Children’s Homes, Retirement Homes, and Hospital without in any way hindering the trustee operation of any one of them.
               a.         The Council shall consist of not more than ten (10) members of the Board. Also, the Council consists of the following associate, voting members: President of the Baptist Children’s Homes of North Carolina, Inc.; the President of Baptist Retirement Homes of North Carolina, Inc.; the President of North Carolina Baptist Hospital; the Director of the School of Pastoral Care; and the President or Chairperson of the trustees of each institution.  
               b.      The President of the Christian Social Services Committee shall be elected from one (1) of the ten (10), or less, Board members and shall be a member of the Executive Committee of the Board.
               c.        Representatives on the Council from the institutions will not have voting power in the allocation of funds. No member of the Council who occupies a salaried position with this Convention, its institutions, or its auxiliaries shall have a vote on appropriations that may be made to the institutions. All recommendations for appropriations shall be subject to the approval of the Board.
          2.      Duties and responsibilities
              a.        Shall consider problems common to all of the social service institutions, and keep the needs of these institutions before the Board and the Baptist people of North Carolina; and
              b.        Shall cooperate with all the Groups in order to create a better understanding of all the problems involved in providing for the needs of these social service institutions.
          3.      Meetings
          The Council shall meet at least three (3) times a year in conjunction with the meeting of the Board. The President or any five (5) members of the Council may call a special meeting.

     C.     Council on Christian Life and Public Affairs
         1.      Purpose; Election
              a.        The Council shall consist of not more than ten (10) members of the Board, and twelve (12) at-large members serving a four (4) year term.  The at-large members are to be from across the state and are to be nominated by the Committee on Nominations and elected by the Convention. Also, the following serve as associate, voting members: Editors of the Biblical Recorder and Charity and Children, and two (2) college students elected by the state student convention for a two-year (2) term. Four (4) of the twelve (12) at-large members are to be from the staff and faculty of Baptist theological schools located in North Carolina, North Carolina Baptist Social Service Institutions, and North Carolina Baptist colleges and universities. The remaining eight (8) are to have an interest in and understanding of the field of practical Christian living.
              b.        The President of the Council shall be elected from one (1) of the ten (10), or less, Board members at its January meeting, and shall be a member of the Executive Committee of the Board.
              c.         Representatives on the Council from the institutions will not have voting power in the allocation of funds. No member of the Council who occupies a salaried position with this Convention, its institutions, or its auxiliaries shall have a vote on appropriations that may be made to the institutions; and all appropriations agreed upon shall be subject to the approval of the Board.
              d.        The Council shall have an Executive Committee with authority to carry on the work of the Council between regular meetings.  The Executive Committee shall consist of the Executive Director of the Council, the President of the Council, and three (3) members-at-large elected by the Council.
         2.      Description of Emphases and Activities
              a.        Objective
             The Council shall assist North Carolina Baptists in the propagation of the gospel by:
                   i.       Helping North Carolina Baptists to become more aware of the ethical implications of the Christian gospel with regard to such aspects of daily living as family life, human life, moral issues, economic life, and daily work, citizenship, public affairs, and related fields; and
                   ii.      Helping them create with God’s leadership and by His grace the kind of moral and social climate in which the North Carolina Baptist witness for Christ will be most effective. This emphasis in the field of applied Christianity is to be pursued with the full awareness that the chief concern of the Council is in the area of Christian social ethics which is understood to mean the application of Christian principles in everyday living.  The primary program assignment of the Council is in the area of Christian moral development among North Carolina Baptists.
              b.        Program
             The Council shall
                   i.       Make systematic long-range plans for emphasis on Christian social ethics in the life of the Convention and its institutions and agencies. These plans may include such things as suggested methods, organizational patterns, and themes;
                   ii.    Plan and conduct specialized seminars in the field of such subjects as family life, human relations, moral issues, economic life, daily work, and citizenship.  These seminars may be both statewide and regional as required by circumstances.  Such plans for seminars should take cognizance of other Convention institutions and agencies having interest in any of these areas;
                   iii.    Plan and conduct a Christian social ethics literature service, including pamphlets, tracts, booklets, posters, etc.  The material is to be produced in cooperation with the Southern Baptist Ethics and Religious Liberty Commission and Joint Committee on Public Affairs to assist in the implementation of the program of Christian moral development;
                   iv.    Plan and conduct seminars in the dangers of alcohol and other controlled substances, provide literature and research and services as the official channel of action on the question of sale or use of alcohol and other controlled substances among our people;
                   v.    Provide for a liaison committee or person that would work with the General Assembly of North Carolina and the Congress of the United States on legislation on matters that may vitally concern the life and work of our Baptist people; and
                   vi.    Plan and provide articles, mats, quotes, factual data, pictures, and similar material on current pertinent moral and social issues for use by state Baptist papers and other mass media outlets in North Carolina.
              c.         Information
              The Council shall
                   i.    Assemble basic materials such as books, pamphlets, and articles so as to qualify as a source of authentic information on all matters pertaining to the field of Christian social ethics, including alcohol, gambling, pornography, and other items;      
                   ii.    Assist editors, scholars, teachers, writers, and other specialists in need of special information on Christian social ethics for the writing projects in which they are engaged; and  
                   iii.    Provide a mail answering service to North Carolina Baptists and others in search of information on social problems.
              d.         Study and Research
             The Council shall
                   i.    Maintain a program of study covering the field of Christian social ethics in order to provide reliable help to North Carolina Baptists; and
                   ii.    Provide monographs, papers, and studies for North Carolina Baptist leaders, institutions and agencies needing service in the field of Christian social ethics.
              e.         Opinion Polls
             The Council shall determine by means of opinion sampling, interviews, etc., the thinking of North Carolina Baptists on moral and social issues so as to be able to render service where the need is greatest.  The research survey facilities of existing agencies should be used when possible.
              f.         Consultative and Advisory
             The Council shall
                   i.    Provide associations and churches with ideas by which achievements in Christian social ethics can be measured;
                   ii.    Provide counsel as requested in the field of applied Christianity to other Convention agencies and Groups;
                   iii.    Serve in a liaison capacity with non-North Carolina Baptist groups in the field of social ethics, including
                      (a)    Consult with organizations working in alcohol education, public safety, and other areas of social concern;
                      (b)    Present North Carolina Baptist insights for consideration in the planning of programs by the state government on children and youth, aging, housing, employment, public health, and other matters pertaining to social welfare; and
                      (c)    Bring to bear Baptist statements, convictions, and insights in the field of Christian ethics upon important policy-making groups, compilers of yearbooks, various welfare organizations, etc; and
                      (d)    Encourage the inclusion of Christian social ethics in the study programs of various Baptist groups, such as assemblies, encampments, conferences, colleges, or wherever the need may develop. It shall be the duty of the Council to study developments in the area of church-state relations, to be alert to developments within the state and nation which violate or compromise the historic Baptist position of a free church in a free state.  It shall attend conferences and seminars where these matters are being discussed. It shall report to the Convention on any developments in this area and otherwise keep our people informed. The Council shall recognize that its primary responsibility is to speak to our people rather than for them.
              g.         Relationships
             The Council should work directly as a staff and service agency with the Convention and its institutions and agencies. It may work with Southern Baptist organizations and with other North Carolina organizations through whom it may render indirect service to the associations and churches and their leaders.  Its staff may on invitation, conduct associational and local church conferences in order to validate plans and techniques. The Council may relate its emphasis on Christian social ethics to Baptist associations, churches, and leaders through printed media.  The Council shall designate three (3) of its members for nomination for Trustees of the Christian Action League. The Council shall cooperate with the Christian Action League in its efforts to combat alcohol and other social evils.
         3.      Personnel
              a.         The Council, in cooperation with the Executive Director-Treasurer of the Convention, shall nominate an Executive Director and other personnel, as needed, to the Executive Committee of the Board. The Executive Committee shall consider the nominations and take action. If a vacancy occurs, the Executive Director-Treasurer will serve as acting Executive Director of the Council until the position is filled.
              b.         Duties and Responsibilities of the Executive Director
                         The Executive Director
                   i.    Shall be responsible to the Council, to the Executive Leader of the Congregational Services Group, and to the Board; and
                   ii.    Shall cooperate with all the Groups in order to create a better understanding of all the problems involved in providing this Christian ministry.
         4.       Reports
                  The Council shall make a report to the September meeting of the Board and to the Convention at its annual session.
         5.       Meetings
                  The Council shall hold at least three (3) meetings a year in conjunction with the meetings of the Board.  Other meetings may be called by the President and Executive Director of the Council when deemed necessary.
         6.      Budget
                   Budget funds for the work of the Council will be recommended by the Council and approved by the Executive Committee of the Board.  Expenditure of budget funds will be supervised by the Council under the guidance of the Executive Director-Treasurer.

New Reading:

    A.    Council on Christian Higher Education
         1.      Composition
              a.        The Council shall consist of not more than ten (10) members of the Board appointed by the President of the Board.  Also, the Council shall consist of the following associate members:  the President, dean, the President or Chairperson of the board of trustees, and the dean of the divinity school (if any) of each of the affiliated educational institutions. Each affiliated educational institution shall have one vote on matters brought before the Council (except as limited below) with the vote being exercised by the President (or designee) of each affiliated educational institution.  
              b.        The President of the Council on Christian Higher Education shall be elected from one (1) of the members of the Board and shall be a member of the Executive Committee of the Board.
              c.        No associate member of the Council shall have a vote on appropriations or allocation of funds that may be made to the affiliated educational institutions.
         2.      Purpose, Duties and Responsibilities
         The Council shall work to provide an effective program for the affiliated educational institutions without in any way hindering the trustee operation of any one of them.  
              The Council:
              a.        Shall devise ways and means for the proper correlation of the work and programs in the affiliated educational institutions;
              b.        Shall formulate and promote plans for increasing interest in higher education at Christian institutions in general and the affiliated educational institutions in particular; and
              c.        Shall report to the Convention about the affiliated educational institutions.
    
    B.    Council on Christian Social Services  
         1.      Composition
             a.         The Council shall consist of not more than ten (10) members of the Board appointed by the President of the Board.  Also, the Council shall consist of the following five (5) associate members: President of the Baptist Children’s Homes of North Carolina, Inc. (“Children’s Homes”); President of North Carolina Baptist Hospital (“Hospital”); Director of the School of Pastoral Care (“School”); and the President or Chairperson of the board of trustees of each institution.  
              b.         The President of the Council on Christian Social Services shall be elected from one (1) of the Board members and shall be a member of the Executive Committee of the Board.
              c.         No associate member of the Council shall have a vote on appropriations or allocation of funds that may be made to the Children’s Home, Hospital and School.
         2.    Purpose, Duties and Responsibilities
         The Council will work to provide a well-integrated program for the Children’s Homes, Hospital and School without in any way hindering the trustee operation of any one of them.  The Council:
              a.         Shall consider problems common to all of the social service institutions, and keep the needs of these institutions before the Board and North Carolina Baptists; and
              b.        Shall cooperate with all ministries of the Convention in order to create a better understanding of all the problems involved in the ministries of these social service institutions.
    
    C.    Council on Christian Life and Public Affairs
         1.      Composition
              a.         The Council shall consist of not more than ten (10) members of the Board appointed by the President of the Board.  Also, the Council shall consist of eight (8) at-large members serving four (4) year terms who are to be nominated by the Committee on Nominations and elected by the Convention.
              b.         The President of the Council shall be elected from one (1) of the members of the Board and shall be a member of the Executive Committee of the Board.
              c.         No member of the Council who occupies a salaried position with this Convention, its institutions, its agencies, or its auxiliaries shall have a vote on appropriations or allocations of funds of the Convention.
         2.      Purpose, Duties and Responsibilities
The Council will work to provide an effective program to help North Carolina Baptists become more aware of the ethical implications of the Christian gospel with regard to all aspects of daily living, including family life, human life, moral issues, economic life, citizenship, and public affairs.  The Council:
              a.        Shall seek to develop a comprehensive program addressing Christian social ethics in the life of the Convention, its institutions and its agencies which may include leading seminars, developing literature, distributing information, conducting studies and research, and other means appropriate to accomplish this purpose.
              b.        Shall work with all ministries of the Convention, its institutions, and its agencies and with Southern Baptist organizations and other non-Baptist organizations to promote the Christian social ethics in the life of North Carolina Baptists.
              c.         Shall designate three of its members for nomination as trustees of the Christian Action League and shall cooperate with the Christian Action League in its efforts to combat addictive substances and other social evils.
              d.         Shall work, in cooperation with the Convention staff person assigned to the Council, to promote the Convention’s position on Christian social ethics with the applicable legislative and executive branches, including the General Assembly of North Carolina, for the benefit of North Carolina Baptists.
              e.         Shall recommend to the Executive Leader for Administration and Convention Relations the budget for the work of the Council.
    
    D.    Council Meetings
         The Councils shall meet at least three (3) times a year in conjunction with the meetings of the Board. The President or any five (5) members of a council may call a special meeting of such council.

Article II. Convention Committees E. 4. The Committee on Nominations –     Second Paragraph

Current Reading:
This Committee shall nominate persons to serve on the boards of trustees and directors of all agencies and institutions of the Convention, the Board of Directors, the twelve (12) members-at-large of the Council on Christian Life and Public Affairs of the Convention and such other nominations as may be delegated to the Committee by the Convention with the exception of trustees elected by the educational institutions in accordance with Article VII.E.

New Reading:
This Committee shall nominate persons to serve on the boards of trustees and directors of all agencies and institutions of the Convention, the Board of Directors, the eight (8) members-at-large of the Council on Christian Life and Public Affairs of the Convention and such other nominations as may be delegated to the Committee by the Convention.

Board of Directors – Articles of Incorporation

Motion 6
The Board of Directors moves that current article IX in the Articles of Incorporation be deleted in its entirety with the following language substituted in its place.

Current Reading:

     A.    All members of the Board of Directors shall be active resident members of cooperating churches as defined in Article VI.A.3.  In addition, members of the Board of Directors must meet the following eligibility requirements:
              1.       For the purpose of achieving equitable geographical distribution, one (1) member shall be elected from each region; one (1) additional member shall be elected from each region for every ten thousand (10,000) resident members or additional fraction thereof, based on the most recent tabulation of annual church profiles as recorded by the Convention. Members shall be nominated by the Committee on Nominations, with a limit of one (1) member from any church, and with careful attention to equitable geographical distribution within each region.  The regions shall be those that have appeared on a map of North Carolina that has been printed in the Convention Annual each year since 1938.  Each member shall be considered as being from the region in which his or her church’s principal place of worship is located.
              2.       The President and First and Second Vice-Presidents of the Convention shall be ex-officio voting members of the Board of Directors and its Executive Committee.
              3.       The Executive Director-Treasurer and the Recording Secretary shall be ex-officio non-voting members of the Board of Directors.
              4.       The Woman’s Missionary Union of North Carolina’s President and the North Carolina Baptist Men’s President shall be ex-officio voting members of the Board of Directors and its Executive Committee.
              5.       Members of the Executive Committee of the Southern Baptist Convention, from the Baptist State Convention of North Carolina, Inc. who are not then serving as elected members of the Board of Directors shall be ex-officio non-voting members of the Board of Directors.
              6.       No one who is employed by the Convention or any institution or agency of the Convention, whether the salary be total or supplemented, shall be eligible for membership on the Board of Directors except as an ex-officio member.
              7.       In the event members of the Board of Directors move from the region from which they were elected, their membership shall continue through the remainder of the calendar year. The membership of those moving from the state shall be terminated upon the date of the move from the state.  In the event a member fails to attend at least one (1) meeting of the Board of Directors in a calendar year, without giving due notice of the absence, the membership shall immediately terminate.
              8.       Any vacancy on the Board of Directors occurring between annual sessions of the Convention may be filled by the Executive Committee upon recommendation of the Committee on Nominations.  Those elected shall serve through the remainder of the calendar year.  The Convention shall at its next annual session fill the vacancy for the unexpired term.
              9.       The President, First and Second Vice-Presidents, the Recording Secretary, and the Executive Director-Treasurer of the Convention, the Woman’s Missionary Union of North Carolina’s President and the North Carolina Baptist Men’s President shall not be used in determining the number of members from a region or a church.

    B.    Election
            1.        The Committee on Nominations, as directed by the Bylaws of the Convention and in keeping with Baptist policies and practices, shall present to the annual session a slate of nominees for election, and after opportunity for further nominations from the floor is given, the members shall be elected by the Convention in session.
            2.      Board members shall be elected for a term of four (4) years with, as nearly as may be possible, one-fourth (1/4) of the membership being elected at each annual session; provided, however, that any such Board of Director 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.
            3.      No person shall be eligible to succeed himself/herself on the Board of Directors after serving a full term of four (4) years until one (1) full term has elapsed.

    C.    Powers and Functions
           Except as specifically limited by the Articles and Bylaws, the Board of Directors shall serve as the Board of Directors for the Convention and have the power to act for the Convention in the interim between sessions, and shall have general supervision of all agencies and institutions fostered and supported by the Convention.

New 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.  The members of the Convention are described in Article VI herein and the members of the Board of Directors of the Convention, their number, their terms of office, and the method of their selection and removal shall be provided for  and determined by the  bylaws of the Convention.

Board of Directors – Bylaws

Motion 7
The Board of Directors moves that current Articles IV and V in the Bylaws be deleted in their entirety with the following language substituted in their place and renumbered as Article III of the Bylaws.

Current Reading of Articles IV and V:

The Board of Directors (also referred to, from time to time, as “Board”) has the powers and duties and responsibilities as charged by the Articles and Bylaws of the Convention. The Board shall organize itself in a manner established in these Bylaws of the Convention.

    A.     Powers and Duties
             The Board of Directors:
             1.      Shall have charge and control of all work of this Convention in the interim between sessions of this Convention, except those activities committed specifically by charter to the Boards of Trustees or Directors of its institutions and agencies.
             2.      Shall have the power to act for this Convention in the interim between sessions of this Convention; and any action taken during the interim shall be binding on this Convention and reported fully to this Convention at its next session.
             3.      Shall make and approve all appropriations at its January meeting, and thereby implement the budget as adopted by this Convention.
             4.      Shall take no action to contravene any action of this Convention nor to launch any new institutions; however, it may provide for the expansion of any phase of work which the Convention’s income and resources may make possible. It shall have the responsibility of bringing to the Convention for its consideration recommendations concerning any phase or work that is being done or that should be undertaken in order that this Convention may have an overall picture of the total program of North Carolina Missionary Baptists. Upon any proposal being referred to the Board under Article XI.C. of the Bylaws, the Board shall structure a study that shall provide full information to the Convention, prior to its next regular session, including:
                      a.         An analysis of the need for the activity, institution, agency or council;
                      b.         Alternate approaches available to the Convention;
                      c.         A feasibility study, showing costs, both immediate and long-range; and  
                      d.         Availability or lack of resources.
             5.      Shall make a report of its activities during the year to the Convention. The Board shall have its report printed and ready for distribution at the first session of the Convention, including reports from all institutions, agencies, councils and the Hospital of the Convention.
             6.      Shall recommend to the Convention the budget allocations of Cooperative Program undesignated gifts for each objective of this Convention, and the amount or percentage of Cooperative Program funds to be allocated to Southern Baptist Convention causes.
             7.       Shall employ a certified public accountant each year to make a complete audit of the books and accounts of the treasurer and controller, and it shall employ or cause to be employed a certified public accountant or accountants, to make annual audits of all institutions and agencies of the Convention.
                      a.          A copy of the annual audit of the Convention, and the annual audit of each institution or agency receiving funds from the Convention shall be presented to the Executive Director-Treasurer of the Convention.  The audit of the Convention and a summary of the other audits shall be presented to the Recording Secretary of the Convention not later than one hundred and twenty (120) days after the close of the fiscal year for inclusion in the Annual of the Convention, and at the discretion of the Board, in the Biblical Recorder.
                      b.         The Executive Committee and the Executive Director-Treasurer shall have the authority to provide the forms which will indicate what items should appear in the summary of the other audits.
             8.      Shall receive at its January meeting, from a nominating committee consisting of the Convention President and First and Second Vice-Presidents, a list of proposed nominees to serve on the Committee on Enrollment and the Committee on Committees of the Convention. The Board shall consider a motion from the nominating committee to elect the proposed nominees.

    B.    Organization of the Board
            1.      Meetings  
            The Board shall meet three (3) times a year. The first and third meetings shall be in January and September on Tuesday and Wednesday following the fourth Sunday. The mid-year meeting shall be on 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 the March meeting.  In case of an emergency, a meeting may be called by the Executive Director-Treasurer and the President of the Board or by request from a majority of the Board members.
            2.       Officers
            At the January meeting of the Board, the following officers shall be elected and they shall serve until their successors are elected and qualified:  a President, a Vice-President, and a Board Secretary.  The President and Vice President shall be members of the Board; the Board Secretary shall be either a member of the Board or an employee of the Convention.
            3.       Areas of Ministry of the Board
            At the January meeting, all of the work of the Board and the Convention shall be organized and promoted under the following areas of ministry:
                      a.      Administration and Convention Relations Group
                               i.         Associational Partnerships
                               ii.        Baptist Associational Missions Conference
                               iii.       Christian Higher Education
                               iv.       Christian Social Services
                               v.        Emerging Pastors’ Network
                               vi.       Fruitland Baptist Bible Institute
                               vii.      Information Services
                               viii.     North Carolina Baptist Men
                               ix.       Partnership Missions
                               x.        Woman’s Missionary Union
                      b.      Business Services Group
                               i.         Accounting
                               ii.        Annuity
                               iii.       Assemblies
                               iv.       Benefits
                               v.        Baptist Building Operations
                               vi.       Cooperative Program Budget
                               vii.      General Business Operations
                               viii.     Human Resources
                               ix.       Property Management
                      c.       Congregational Services Group
                               i.         Church Administration
                               ii.        Church Building Planning
                               iii.       Christian Life and Public Affairs
                               iv.       Leadership Development/Discipleship
                               v.        Music/Worship
                               vi.       Pastoral Ministries
                               vii.      Preschool and Children
                               viii.     Special Ministries
                               ix.       Other Ministries to Assist Christians in Spiritual Growth
                                          and Congregational Development
                      d.      Mission Growth Evangelism Group
                               i.         Campus Ministry
                               ii.        Church Planting
                               iii.       Evangelism and Church Growth
                               iv.       North Carolina Baptist Men/Partnership Missions
                               v.        Office of Prayer for Evangelism and Spiritual Awakening
                               vi.       Youth Ministry
                               vii.      Other Teams as needed
                      e.       Public Relations and Resource Development Group
                               i.         Stewardship Education and Development
                               ii.        Estate Stewardship
                               iii.       Cooperative Missions Giving Promotion
                               iv.       News Bureau and Public Relations
                               v.        North Carolina Missions Offering
                               vi.       Graphic and Creative Arts
                               vii.      Audio-Video
                      f.        Strategic Initiatives and Planning Committee
                               i.         Research and Strategy Planning
            4.       Board Committees and Special Committees
            The Board shall organize into board committees and special committees to  assist in the planning and implementing of the work of the Convention as charged to the Board.
                      a.         Committee Identification and Assignment of Board Members
            i.        The following is a list of the committees of the Board and the special committees of the Board. The identification of the committees is consistent with the organizational structure of the Convention staff.  Board committees are committees consisting only of members of the Board; special committees may have members who are not Board members.  More specific description and duties of each committee are set forth below in the Bylaws:  
                      (a)     Executive Committee (Board) with three (3) subcommittees:  Articles and Bylaws (Special); Budget (Special); & Special Services Rendered Committee (Special)
                      (b)     Administration and Convention Relations (Board)
                      (c)     Business Services Committee (Special)
                      (d)     Congregational Services Committee (Board)
                      (e)     Mission Growth Evangelism Committee (Board)
                      (f)      Public Relations and Resource Development (Board)
                      (g)     Strategic Initiatives and Planning Committee (Board)
            ii.      The President and Vice-President of the Board shall be responsible for assigning all newly elected Board members to one of the committees of the Board, the special committees, or a council.  The assignment process will take into consideration the following parameters: experience in the convention, experience in an association, vocation, personal preference, and the needs of the convention. The assignment process and notification of assignments will be finished at least two (2) weeks prior to the January meeting of the Board. Also, the above officers will review and take into consideration any recommendations furnished by the Executive Group Leader associated with the work of a specific committee.
            iii.     The committees of the Board reflect the organizational structure of the work of the Convention.  The committees will meet for organizational purposes at the January meeting of the Board, at which time they shall elect a Chairperson. They will meet at other times as specified or as called by the committee Chairperson, the Executive Director-Treasurer or the Executive Group Leader. The officers of the Board except the Board Secretary, who shall serve as a non-voting member; shall serve as ex-officio voting members of all committees and subcommittees of the Board. The Executive Director-Treasurer shall serve as an ex-officio non-voting member of all committees and subcommittees.
    b.    Committee Structure, Responsibilities and Duties
            i.       Executive Committee
                      (a)     Structure
                      The Committee as constituted the year previous shall remain intact until the January meeting of the Board with the exception of the newly elected Convention officers. The Committee will be reconstituted during the January meeting.  The membership of the Committee is comprised of persons serving in positions of leadership listed below. The President of the Board shall serve as Chairperson. The Vice-President of the Board shall serve as Vice-Chairperson.
                               {1}     President of the Board
                               {2}     Vice-President of the Board
                               {3}     Chairperson, Administration and Convention Relations Committee
                                          and Budget Committee
                               {4}     Chairperson, Business Services Committee
                               {5}     Chairperson, Congregational Services Committee
                               {6}     Chairperson, Mission Growth Evangelism Committee
                               {7}     Chairperson, Public Relations and Resource Development
                                          Committee
                               {8}     Chairperson, Strategic Initiatives and Planning Committee
                               {9}     Four at-large members from the Board
                               {10}   President of the Convention
                               {11}   First Vice-President of the Convention
                               {12}   Second Vice-President of the Convention
                               {13}   President, Council on Christian Higher Education
                               {14}   President, Council on Christian Life and Public Affairs
                               {15}   President, Council on Christian Social Services
                               {16}   President, Baptist Associational Missions Conference
                               {17}   President, North Carolina Baptist Men
                               {18}   President, Woman’s Missionary Union of North Carolina
                      (b)     Powers, Responsibilities and Duties
                      The Executive Committee of the Board
                               {1}    Shall serve in a dual capacity as the Board ad interim deciding on routine and emergency matters between sessions of the Board, and as a survey and policy committee, reviewing, correlating and recommending policies and programs to the Board.
                               {2}    Shall meet at least once per quarter or at such other times as may be called by the Executive Director-Treasurer or the President of the Board, or both.
                               {3}    Shall receive and thereafter recommend to the Board all requests for change of status by a North Carolina Baptist college or university after first referring such requests to the Council on Christian Higher Education for study and report as the Council deems appropriate.  
                               {4}   Shall initiate and recommend matters concerning business management, budget and finance, and also fix the compensation of all employees and salaried officers of this Convention, between annual sessions.
                               {5}   Shall receive and act on all recommendations concerning the employment, supervision and retirement of personnel.  Shall not create any new position on the Convention staff until the Executive Committee has received a comprehensive economic impact study for that position and has decided that it is economically feasible.  Retirement for personnel will be based upon policies established by the Executive Committee and approved by the Board.
                               {6}   Shall invite heads of all institutions and agencies of the Convention and of the Board Groups to present written evaluations of their needs and requests to the Budget Committee for the next two (2) fiscal years.
                               {7}   Shall prepare a budget to be presented at the pre-convention session of the Board. To facilitate the duty of the Executive Committee, the Executive Leader, Business Services, and Comptroller of the Convention
                                        {a}   shall make regular financial reports to the Committee, and
                                        {b}   with the assistance of the Business Services Committee shall recommend bookkeeping and accounting policies to the Committee.
                      (c)    Special Subcommittees
                              {1}    Articles and Bylaws Committee.
                              The Committee shall be responsible for studying the Convention’s Articles and Bylaws and making recommendations for amendment as needed. The membership shall consist of nine (9), to be appointed for a one (1) year term by the Chairperson of the Executive Committee in consultation with the Vice-Chairperson of the Executive Committee. The nine (9) members shall consist of the following:
                                        {a}    Three (3) persons from the Executive Committee, one of whom should be appointed as  Chairperson;
                                        {b}    Three (3) persons from the Board not serving on the Executive Committee; and
                                        {c}     Three (3) persons who have expertise in legal, organizational structure and procedures, and Baptist life, from the Convention at-large.  No one who is employed by the Convention or any institution or agency of the Convention, whether the salary be total or supplemented, shall be eligible for membership on the committee except as an ex-officio non-voting member.
                              {2}   Budget Committee
                              The Committee
                                        {a}   Shall consist of nine (9) members, to be appointed for a three (3) year term, three (3) of whom shall rotate off each year.  The Chairperson of the Executive Committee, in consultation with the Vice-Chairperson of the Executive Committee, shall appoint three (3) new members to the Committee with the following qualification at the time of appointment:
                                                 [1]     One (1) person from the Executive Committee.
                                                 [2]     One (1) person from the Board not serving on the
                                                           Executive Committee.
                                                 [3]     One (1) person who has expertise in budget, finance, and Baptist life from the Convention at-large. No one who is employed by the Convention, or any institution or agency of the Convention, whether the salary be total or supplemented, shall be eligible for membership on the committee except as an ex-officio non-voting member.
                                                 [4]     The Chairperson of the Executive Committee shall appoint the Chairperson of the Budget Committee from those persons serving on the Budget Committee who are on the board and who are not otherwise serving on the Executive Committee.  The Chairperson of the Budget Committee shall serve also as Chairperson of the Administration and Convention Relations Committee and be a member of the Executive Committee of the Board.
                                        {b}   Shall study, formulate, and recommend the budget for the support of all programs funded by the Convention; and
                                        {c}    Shall present its proposed budget to the Executive Committee for approval, then to the September meeting of the Board and with the approval of the Board; present the budget to the Convention in annual session.
                              {3}   Special Services Rendered Committee
                                        {a}    Structure
                                                 [1]     The committee shall consist of at least four (4) members from the Executive Committee and two (2) at large members not serving on the Board, all of whom are to be appointed by the Chairperson of the Executive Committee in consultation with the Vice-Chairperson of the Executive Committee;
                                                 [2]     The Chairperson of the Executive Committee, in consultation with the Vice- Chairperson of the Executive Committee, shall appoint one of the four (4) members from the Executive Committee to be Chairperson; and
                                                 [3]     The committee shall meet as necessary upon notice by the Chairperson and after requests are received from the institutions and agencies requiring review by the committee.
                                        {b}    Responsibilities and duties
                                        The Committee
                                                 [1]     Shall give continuing study to the implementation of the provisions found in subsection [3] below in regard to “Services rendered” on an equitable basis for all institutions and agencies of the Convention;
                                                 [2]     Shall make recommendations to the Executive Committee from time to time in the light of changing circumstances, concerning the guidelines which are to be used by the Convention, the institutions and agencies in the area of public funding on the state and federal levels and in accordance with the decisions of the United States Supreme Court as such may affect the work of the Convention, the institutions or the agencies; and
                                                 [3]     Shall make reports to the Executive Committee and the Board as its work may require.
                                        {c}    Governmental Relations
                                        Neither this Convention, nor any institution or agency, owned or supported in whole or in part by this Convention, shall accept or receive, directly or indirectly, any gift, grant, or aid from the Federal or State governments or any governmental agency, except for definite and full services rendered by the Convention, institution or agency in keeping with the guidelines established by the Board upon recommendations of its Services Rendered Committee, and reported in full to the Board.
            ii.      Administration and Convention Relations Committee
                      (a)     Structure
                                        {1}    The committee shall consist of members of the Board serving as Chairperson and persons serving in a position of leadership of the following committees, auxiliary, institute, or conference:
                                                 {a}    Chair, Council on Christian Higher Education
                                                 {b}    Chair, Council on Christian Social Services
                                                 {c}    President, Baptist Associational Missions Conference
                                                 {d}    President, Woman’s Missionary Union of North Carolina
                                                 {e}    President, North Carolina Baptist Men
                                                 {f}    Chair, Budget Committee
                                        {2}    The Chairperson of the Budget Committee shall serve as Chairperson of the Convention Relations Committee. The Chairperson will serve as a member of the Executive Committee. The Executive Leader of the Administration and Convention Relations Group shall serve as an ex-officio non-voting member.
                                        {3}    The committee will meet at least three (3) times a year. The Chairperson or the Executive Leader of the Administration and Convention Relations Group may call a meeting as needed.
                      (b)     Responsibilities and Duties
                                        {1}    The committee shall participate with the Executive Leader in sharing and communicating information pertaining to the work of the Convention.
                                        {2}    The committee shall receive and discuss proposed recommendations, prepared and offered by the member organizations, which will impact relationships within the Convention.
                                        {3}    The committee shall forward all approved recommendations to the Executive Committee for consideration and final action.     
            iii.     Business Services Committee
                      (a)    Structure
                                        {1}     The Committee shall consist of seventeen (17) members, seven (7) of whom shall be at-large members elected by the Board for four (4) year terms and ten (10) of whom shall be members of the Board. The members will serve on a rotating basis, and will include people with expertise in law, accounting, finance, insurance, management, and the ministry. The Executive Leader of the Business Services Group shall serve as an ex-officio non-voting member.
                                        {2}     The Committee will convene at the time designated for committee meetings during the meeting of the Board. The January meeting will be devoted to electing a Chairperson. The Chairperson will serve as a member of the Executive Committee. Members may serve on more than one subcommittee.
                                        {3}     The Committee may meet at other times as called by the Chairperson, the Executive Director-Treasurer or Executive Leader of the Business Services Group.
                      (b)     Responsibilities and Duties
                               The Committee
                               {1}    Shall counsel the Executive Leader of the Business Services Group
                                         in procedures of:
                                         {a}    Bookkeeping and accounting;
                                         {b}    Financial reporting;
                                         {c}    Annual audit;
                                         {d}    Convention equipment maintenance and replacement;
                                         {e}    Purchasing procedure by staff;
                                         {f}    Insurance coverage on Convention’s Property; and
                                         {g}    Acquiring or disposing of Convention real and personal
                                                   property.
                               {2}    Shall assist the Executive Leader of the Business Services Group in his duty to execute the financial instructions of the Board regarding the appropriation of all funds received by the Convention.
                               {3}    Shall seek proposals from insurance consultants and/or brokers, to secure adequate insurance coverage for the property of the Convention. This will include the use of contingency funds to assure the first twenty-five thousand dollars ($25,000) liability on a property or casualty loss incurred (the insurance deductible may be increased as the contingency fund increases).
                               {4}    Shall make such recommendations to the Executive Committee and the Board as shall be necessary.
    (c)     Subcommittees
    The Chairperson of the Business Services Committee, in consultation with the Executive Leader of the Business Services Group, shall appoint all subcommittees and their Chairpersons. The Chairperson of the Business Services Committee shall serve as an ex-officio voting member of all subcommittees. The Executive Leader shall serve as an ex-officio non-voting member of all subcommittees.
    {1}   Contingency Fund/Audit Committee
    {a}    Shall report, following the audit, to the Business Services Committee for its recommendation of transfer of no less than ten percent (10%) and not more than seventy-five percent (75%) of the income received in excess of expenditures during the previous year.
    {b}    Shall continue approved appropriations until the fund     reaches twenty percent (20%) of the Cooperative Program budget.
     {c}    Shall adhere to the following guidelines for use of     these funds:
    [1]    To assist any institution or agency where a real emergency exists.  (An emergency which threatens the continuation or will seriously hamper the work of the institution or agency; funds are not available from any source either internal or external; the need is long-range.);
    [2]    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
    [3]    To fund any new programs that are deemed to be of primary importance by the Executive Committee, the Board and Executive Director-Treasurer.
    {d}    Shall work with the Executive Leader of the Business Services Group concerning financial and business related policies and procedures and make recommendations to the Business Services and Executive Committees and the Board.
    {2}     Assemblies Committee
        {a}    The Committee shall consist of five (5) members of the Business Services Committee serving one (1) year terms. The Committee will meet at least three times per year or as needed when called by the Chairperson or the  Executive Leader of the Business Services Group.
    {b}    The Committee shall:
    [1]    Work with the Business Services Group in the administrative functions of camps and assemblies owned and operated by the Convention or with which the Convention has some type of working relationship;
    [2]    Work with the Executive Leader of the Business Services Group in formulating program-budget proposals;
    [3]    Maintain through-the-year supervision of budget administration including the formulating of needed financial adjustments for consideration by the Business Services Committee;
    [4]    Study property improvement proposals and formulate evaluation proposals for the Business Services Committee; and
    [5]    Receive and study program-budget progress                reports.
    {3}    Investment Committee
    {a}   The Committee shall consist of five (5) members of the Business Services Committee serving a term of one (1) year. The Committee will meet at least three (3) times per year or as needed when called by the Chairperson or the Executive Director-Treasurer.
    {b}   The Committee shall work with the Executive Director- Treasurer or his/her designee regarding the policies and guidelines for the investment of available funds.
    {c}   The Committee will at all times monitor the risk factor and return of all investments with security as the prominent guideline.
     {4}  Constructing and Financing of Facilities Review Committee.
    {a}    The Committee shall consist of the following persons:
    [1]    Chair, Business Services Committee
    [2]    Vice-chair, Business Services Committee (*)
    [3]    Chair, Assemblies Subcommittee
    [4]    Chair, Contingency/Audit Subcommittee
    [5]    Chair, Investment Subcommittee
            (*) will coordinate the functions of the Review                Committee
    {b}   The purpose of the Committee is:
    [1]    To establish and maintain a comprehensive review process for seeking approval for constructing and financing facilities on property owned by the Convention;
    [2]    To establish the parameters for the use of monies from the unrestricted General Reserves of the Convention; and
    [3]    To establish the criteria for borrowing and repaying available unrestricted General Reserve monies.
    iv.     Congregational Services Committee
    (a)     Structure
    {1}    The committee shall consist of at least twenty-five (25) members of the Board. The Executive Leader of the Congregational Services Group shall serve as an ex-officio non-voting member.
    {2}    The Committee will convene at the time designated for committee meetings during the meeting of the Board. The January meeting will be devoted to electing a Chairperson and organizing the committee into subcommittees. The Chairperson will serve as a member of the Executive Committee. Members may serve on more than one (1) subcommittee. The Chairperson and the Executive Leader will determine which subcommittees are needed. They will decide when to establish or dissolve a particular subcommittee. The Chairperson will appoint, in consultation with the Executive Leader of the Congregational Services Group, members to serve on particular subcommittees. The committee will meet each time the Board meets and at other times as called by the Chairperson or the Executive Leader for the Congregational Services Group.
    (b)     Responsibilities and Duties
    {1}    The committee shall work with the Executive Leader and staff to provide resources for congregational maturation, health, and growth; and
    {2}    The committee will serve as another segment of the Congregational Services Group that seeks to help churches and associations fulfill their mission in their own settings.
    v.      Mission Growth Evangelism Committee
    (a)     Structure
    {1}    The committee shall consist of at least twenty-five (25) members of the Board. The Executive Leader of the Mission Growth Evangelism Group shall serve as an ex-officio non-voting member.
    {2}    The committee will convene at the time designated for committee meetings during the meeting of the Board. The January meeting will be devoted to electing a Chairperson and organizing the committee into subcommittees. The Chairperson will serve as a member of the Executive Committee. Members may serve on more than one (1) subcommittee. The Chairperson and the Executive Leader will determine which subcommittees are needed. They will decide when to establish or dissolve a particular subcommittee. The Chairperson, in consultation with the Executive Leader of the Mission Growth Evangelism Group, will appoint the members to serve on particular subcommittees. The committee will meet each time the Board meets and at other times as called by the Chairperson or the Executive Leader.
    (b)     Responsibilities and Duties
    {1}     The committee shall work with the Executive Leader and staff to provide resources which will enable churches and associations of the Convention to be most proficient in ministering to and communicating the Gospel to all people while helping them establish a spiritual relationship with Christ through Jesus the Christ.
    {2}    The work will include the spiritual development, nurturing, and training of believers which will result in producing more effective Kingdom builders.
    {3}    The committee will serve as another segment of the Mission Growth Evangelism Group that seeks to help churches and associations fulfill their mission in their own settings.
        vi.     Public Relations and Resource Development Committee
    (a)     Structure
    {1}    The committee shall consist of at least ten (10) members of the Board. The Executive Leader of the Public Relations and Resource Development Group shall serve as an ex-officio non-voting member.
    {2}    The Committee will convene at the time designated for committee meetings during the meeting of the Board.  The January meeting will be devoted to electing a Chairperson and organizing the committee into subcommittees. The Chairperson will serve as a member of the Executive Committee. Members may serve on more than one (1) subcommittee. The Chairperson and the Executive Leader will determine which subcommittees are needed. They will decide when to establish or dissolve a particular subcommittee. The Chairperson, in consultation with the Executive Leader of the Public Relations and Resource Development Group, will appoint the members to serve on particular subcommittees. The committee will meet each time the Board meets and at other times as called by the Chairperson or the Executive Leader of the Public Relations and Resource Development Group.
    (b)     Responsibilities and Duties
    {1}    The committee shall work with the Executive Leader and staff to provide leadership and direction to the overall ministry and work of the Public Relations and Resource Development Group.
    {2}    The committee will lead all members of the Board in becoming active advocates of the Cooperative Missions Giving efforts and North Carolina Missions Offering Promotion.
    {3}    The committee will serve as another segment of the Public Relations and Resource Development Group that seeks to help churches and associations fulfill their mission in their own settings.
    vii.    Strategic Initiatives and Planning Committee
    (a)     Structure
    {1}    The committee shall consist of at least six (6) members of the Board. The Executive Leader of the Strategic Initiatives and Planning Group shall serve as an ex-officio non-voting member.
    {2}    The Committee will convene at the time designated for committee meetings during the meeting of the Board. The January meeting will be devoted to electing a Chairperson and organizing the committee into subcommittees. The Chairperson will serve as a member of the Executive Committee. Members may serve on more than one (1) subcommittee. The Chairperson and the Executive Leader will determine which subcommittees are needed. They will decide when to establish or dissolve a particular subcommittee. The Chairperson, in consultation with the Executive Leader, will appoint the members to serve on particular subcommittees. The committee will meet each time the Board meets and at other times as called by the Chairperson or the Executive Leader of the Strategic Initiatives and Planning Group.
    (b)    Responsibilities and Duties
    {1}   The committee shall work with the Executive Leader of the Strategic Initiatives and Planning Group to promote its task in assisting the Convention in strategic planning and implementation.
    {2}   The committee shall assist the Strategic Initiatives and Planning Group in helping churches to be aware of the cultural trends that impact their ministries.

V.     Fruitland Baptist Bible Institute

A.    Purpose
    The Fruitland Baptist Bible Institute (“Fruitland”) is a ministry of the Convention and shall be responsible to the Board. Fruitland exists to prepare persons for whom study in a college or seminary is not presently appropriate for the Christian ministries into which they are called.  It further serves to encourage some to further training in college and/or seminary.

B.    Board of Directors (Hereinafter referred to as Fruitland Directors.)
            The operations of the school shall be the responsibility of the Fruitland Directors, who are elected by the Board.
    1.      The Fruitland Directors shall consist of twelve (12) members, each serving a four-year (4) term.  One-fourth (1/4) of the members shall be elected each year at the September meeting of the Board. The term of service shall begin January 1. During the May meeting of the Executive Committee of the Board, the Chairperson shall appoint three (3) members of the Executive Committee to serve as a nominating committee for the purpose of recommending nominees for the Fruitland Directors to the Board.  The Fruitland Directors shall comply with the following:
    a.      One-third (1/3) of the membership shall be chosen from the alumni of the Fruitland who may or may not be presently serving as members of the Board;
    b.      One-third (1/3) of the members shall be chosen from those presently serving on the Board;
    c.      One-third (1/3) of the members shall be chosen at large from among members of cooperating North Carolina Baptist churches not presently serving on the Board. The at large members should have expertise in budget, finance, and Baptist life;
    d.      At least four (4) of the members shall be laypersons;
    e.      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;
    f.      No person shall serve as a Fruitland Director for more than one (1) four-year term, and may not be re-elected to the Board until one (1) year has elapsed; and
    g.      No person shall serve as a Fruitland Director, who at the same time is employed, either partially or fully, by Fruitland, the Convention, or any institution or agency of the Convention.
    2.     Responsibilities of the Fruitland Directors
    a.      The Fruitland Directors shall be responsible to the Board and ultimately to the Convention for the operation of Fruitland and for all administrative and policy decisions of Fruitland in the regular and proper performance of the task of Fruitland.
    b.      The Fruitland Directors shall report annually to the September meeting of the Board, and a synopsis of the report shall be given to the annual session of the Convention.
    c.      The Fruitland Directors shall be responsible for submitting an annual budget to the Budget Committee to be included with the budget of the Board for approval by the Convention in annual session.
    d.      The Fruitland Directors have the responsibility for administering the budget. The Fruitland Directors shall have the responsibility for all personnel matters of Fruitland except the selection or dismissal of the President of Fruitland.
    e.      The Fruitland Directors shall be responsible to the Board for the fiscal operation of Fruitland and shall make periodic financial reports to the Board, including independent annual audits.
    f.      The Fruitland Directors shall have the authority to secure endowment for Fruitland in accordance with policies of the Convention and its institutions and agencies.

C.    President of Fruitland
The President of Fruitland shall manage the affairs of Fruitland under the direction of the Fruitland Directors. For the employment or dismissal of a President, the Fruitland Directors shall recommend action to the Board.  The President shall have the responsibility for recommending all other personnel matters to the Fruitland Directors.

D.    Change of Status
Any change of status regarding the purpose of Fruitland shall be approved by the Convention in annual session, upon recommendation of the Board.

E.    Other Considerations
All other considerations regarding Fruitland not specified in these Bylaws shall be in accordance with the 1986 Fruitland Baptist Bible Institute Study Committee Report and shall be in harmony with the expressed intent of that document.

New Reading of Article III:
    III.   Board of Directors, Board Committees, Special Committees
and Board Ministries

The Board of Directors (also referred to, from time to time, as “Board”) has the powers and duties and responsibilities as charged by the Articles and Bylaws of the Convention.

A.    Composition of the Board of Directors
    1.      At-Large Members:  
             a.         For the purpose of achieving equitable geographical distribution, one (1) at-large member shall be elected from each region; one (1) additional at-large member shall be elected from each region for every ten thousand (10,000) resident members or additional fraction thereof, based on the most recent tabulation of annual church profiles as recorded by the Convention.  At-large members shall be nominated by the Committee on Nominations, with a limit of one (1) member from any church, and with careful attention to equitable geographical distribution within each region.  The regions shall be those that have appeared on a map of North Carolina that has been printed in the Convention Annual each year since 1938.  Each at-large member shall be considered as being from the region in which his or her church’s principal place of worship is located.  
    b.         In the event at-large members of the Board move from the region from which they were elected, their membership shall continue through the remainder of the calendar year.  The membership of those moving from the state shall be terminated upon the date of the move from the state.  In the event an at-large member fails to attend at least one (1) meeting of the Board of Directors in a calendar year, without giving due notice of the absence, the membership shall immediately terminate.  
    2.      Ex-officio Voting Member: The following shall be ex-officio voting members of the Board and its Executive Committee:
    a.         President of the Convention;
    b.         First Vice-President of the Convention;
    c.         Second Vice-President of the Convention;
    d.         The North Carolina Baptist Men’s President; and
    e.         The North Carolina Baptist Associational Missions Conference’s                  President.
    3.      Ex-officio Non-voting Member:  The following shall be ex-officio non-                 voting members of the Board:
    a.         Executive Director-Treasurer;
    b.         Recording Secretary of the Convention;
    c.         The members of the Executive Committee of the Southern Baptist     Convention, from the Baptist State Convention of North Carolina, Inc. who are not then serving as elected members of the Board;
    d.       The President of the Baptist Campus Ministry of North Carolina and one other representative of the Baptist Campus Ministry of North Carolina as determined by its governing documents; and
    e.         The Woman’s Missionary Union of North Carolina’s President.
    4.       All ex-officio members shall not be used in determining the number of     at-large members from a region or a church.

    B.    Election of At-Large Members of the Board of Directors
    1.      Qualifications.  All at-large members of the Board shall be active resident members of cooperating churches as defined in Article VI.A.3. of the Articles.  No one who is employed by the Convention or any institution, agency or affiliated educational institutions of the Convention, whether the salary be total or supplemented, shall be eligible for at-large membership on the Board or as an at-large member (other than an ex-officio member) of any special Committee of the Board.
    2.      Nominations:  In accordance with Article II.E.4. of these Bylaws, the Committee on Nominations shall present to the annual session a slate of nominees for election, and after opportunity for further nominations from the floor is given, the at-large members of the Board shall be elected by a majority vote of the messengers of the Convention in annual session.
    3.      Election; Terms:  Each at-large member of the Board shall be elected for a term of four (4) years with, as nearly as may be possible, one-fourth (1/4) of the membership being elected at each annual session; provided, however, that any such at-large 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. No person shall be eligible to succeed himself/herself on the Board after serving a full term of four (4) years until one (1) full term has elapsed.  The term shall begin on January 1, following the annual meeting of the Convention at which at-large members were elected; and shall end on December 31 following the Convention at which their successors were elected, unless sooner terminated; provided, however, the term of office of an at-large member who has not resigned, died, become disqualified, or been removed shall not expire until a successor shall have been duly elected and qualified.
    4.      Vacancies:  Any vacancy for an at-large member of the Board occurring between annual sessions of the Convention may be filled by the Executive Committee upon recommendation of the Committee on Nominations.  Those elected shall serve through the remainder of the calendar year.  The Convention shall at its next annual session fill the vacancy for the unexpired term.
    
    C.    Powers and Duties of the Board of Directors
    Except as specifically limited by the Articles and these Bylaws, the Board of Directors shall have the power to act for the Convention in the interim between sessions, and shall have general supervision of all ministries and programs supported by the Convention.  Any action taken by the Board during the interim shall be binding on this Convention and be reported fully to this Convention at its next session.  The Board shall:
    1.      Implement the budget as adopted by this Convention;
    2.      Review, study and make recommendations to the Convention                      regarding the programs and ministries of the Convention;
    3.      Make a report of its activities during the year to the Convention during                  it annual session;
    4.      Recommend to the Convention the budget allocations of the                      Convention;
    5.      Employ a certified public accountant each year to make a complete                  audit of the books and accounts of the Convention; and
    6.      Receive and consider at its January meeting, from a nominating committee consisting of the Convention President and First and Second Vice-Presidents, a list of proposed nominees to serve on the Committee on Enrollment and the Committee on Committees of the Convention.

    D.    Organization of the Board
    1.      Qualifications of the Officers
    The President and Vice President shall be members of the Board; the Board Secretary shall be either a member of the Board or an employee of the Convention.
    2.      Election of the Officers
    At the January meeting of the Board, the following officers shall be elected by a majority vote of the Board, and they shall serve until their successors are elected and qualified:  a President, a Vice-President, and a Board Secretary.  
    3.      Power and Duties of the Officers
    a.        The President shall serve as the chair of the Board and shall, when present, preside at all the meetings of the Board, and shall take any actions as directed by the Board, from time to time. The President shall have responsibilities of selecting committee members and serving on committees as set forth in Article III.F. of these Bylaws.
    b.        In the absence of the President, or in the event of his or her death, inability or refusal to act, the Vice-President shall exercise all powers and discharge all duties of the President, and shall take any actions as directed by the Board of Directors, from time to time.  The Vice-President shall have responsibilities of selecting committee members and serving on committees as set forth in Article III.F. of these Bylaws.
    c.        The Board Secretary shall keep as permanent records (1) minutes of all meetings of the Board of Directors, (2) a record of all actions taken by the directors without a meeting, and (3) a record of all actions taken by board committees and special committees of the Board of Directors.  The Board Secretary shall perform any duties as may be assigned from time to time by the President or the Board of Directors.

    E.    Meetings of the Board.    
    1.      Regular and Special Meetings.
    The Board shall have three (3) regular meetings, scheduled as follows:  The first and third meetings shall be in January and September on the Tuesday and Wednesday following the fourth Sunday. 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. Special meetings of the Board may be called by the Executive Director-Treasurer and the President of the Board or by request from a majority of the Board members.
    2.      Notice of Meetings.  
    Regular meetings of the Board may be held without notice, unless the May meeting date is changed in accordance with these Bylaws. The person or persons calling a special meeting of the Board shall, at least fourteen (14) days before the meeting, give notice thereof, specifying the purpose for which the meeting is called, by any usual means of communication of which is capable  of  being confirmed by the Board Secretary.  Any member of the Board may waive notice of any meeting held without proper call or notice, either before or after the meeting is held.  Attendance by a member of the Board at a meeting shall constitute a waiver of notice of such meeting, except where a Board member attends a meeting for the purpose of objection to the transaction of any business because the meeting is not lawfully called.  Failure of a member of the Board who did not attend a meeting held without proper call or notice to file with the Board Secretary his or her written objection to the holding of the   meeting or to any specific action taken promptly after having knowledge of the action taken and of the insufficiency of notice shall constitute ratification of the action taken at the meeting.
    3.      Quorum; Voting
    A majority of the Board in office immediately before the meeting begins shall constitute a quorum for the transaction of business at any meeting of the Board.  Except as otherwise provided by law, the Articles or in these Bylaws, an act of the majority of the Board members present at a meeting at which a quorum is present shall be the act of the Board.  A Board member who is present at a meeting of  the Board when action is taken shall be deemed to have assented to the action unless  he or she objects at the beginning of  the meeting (or promptly upon the Board member’s arrival) to holding it or transacting business at the meeting, unless  the Board member’s dissent or abstention from the action shall be entered in the minutes of the meeting or unless he or she files a written  notice of dissent or abstention to such action with the presiding officer  of the meeting before  the adjournment thereof or with the Board  immediately after  adjournment of the  meeting.  Such right of dissent or abstention shall not apply to a director who voted in favor of the action taken.
    4.      Conduct of Meeting
    A Board member may only participate in a Board meeting in person.

    F.     Board Committees and Special Committees
    The Board shall organize into board committees and special committees to assist in the planning and implementing of the work of the Convention as charged to the Board.  Board committees are committees consisting only of members of the Board; special committees may have members who are not Board members.  Except for those subcommittees specifically authorized herein for the Business Services Special Committee, each committee shall have the authority to establish and dissolve subcommittees on an as needed basis, for any purpose consistent with its particular purpose as set forth in these bylaws.
    1.      Selection of Committee Members
    The President and Vice-President of the Board shall be responsible for assigning all newly elected Board members to one of the Board committees, the special committees or councils of the Convention.  The assignment process and notification of assignments will be finished at least two (2) weeks prior to the January meeting of the Board. Also, the President and Vice-President will review and take into consideration any recommendations furnished by the Executive Leader associated with the work of a specific committee.
    2.      Committee Meetings
    The Business Services Special Committee, Church Planting and Missions Development Committee, Communications Committee, Congregational Services Committee, and Evangelization Committee shall meet for organizational purposes at the January meeting of the Board, at which time they shall elect a Chairperson.  All committees will meet at other times as specified or as called by the committee Chairperson, the Executive Director-Treasurer or the Executive Leader, except that the Executive Committee shall meet at least once per quarter or at such other times as may be called by the Executive Director-Treasurer or the President of the Board, or both. The person or persons calling a committee meeting (other than the January meeting for organizational purposes) shall, at least seven (7) days before the meeting, give notice thereof, specifying the purpose for which the meeting is called, by any usual means of communication of which is capable  of  being confirmed by the Board Secretary.
    3.      Quorum; Voting  
    A majority of any committee in office immediately before the meeting begins shall constitute a quorum for the transaction of business at any meeting of such committee.  Except as otherwise provided by law, the Articles or in these Bylaws, an act of the majority of the committee members present at a meeting at which a quorum is present shall be the act of such committee.  The ex-officio committee members described in Article III.F.5 of these Bylaws shall not be counted in determining a quorum.
    4.      Conduct of Meeting
    Upon approval of the Chairperson of the committee after consultation with the Board Secretary concerning the feasibility, availability, cost and other relevant factors, any one or more committee members may participate in a committee meeting through the use of any means of communication by which all committee members may simultaneously hear each other during the meeting.
    5.       Ex-officio Committee Members
    The President and Vice President shall serve as ex-officio voting members of all committees and subcommittees of the Board. The Executive Director-Treasurer and Board Secretary shall serve as ex-officio non-voting members of all committees and subcommittees.
    6.      Executive Committee
    a.         Composition
             The membership of the Committee is comprised of four (4) persons of the Board, elected at large plus the following individuals serving on an ex-officio basis:
    i.    President of the Board
    ii.    Vice-President of the Board
    iii.    Chairperson, Articles and Bylaws Special Committee
    iv.    Chairperson, Budget Special Committee
    v.    Chairperson, Business Services Special Committee
    vi.    Chairperson, Church Planting and Missions Development             Committee
    vii.    Chairperson, Communications Committee
    viii.    Chairperson, Congregational Services Committee
    ix.    Chairperson, Evangelization Committee
    x.    President of the Convention
    xi.    First Vice-President of the Convention
    xii.    Second Vice-President of the Convention
    xiii.    President, Council on Christian Higher Education
    xiv.    President, Council on Christian Social Services
    xv.    President, Council on Christian Life and Public Affairs
    xvi.    President, Baptist Associational Missions Conference and
    xvii.    President, North Carolina Baptist Men.
    The Committee as constituted the previous year shall remain intact until the January meeting of the Board with the exception of the newly elected Convention officers. The Committee shall be reconstituted during the January Board meeting.  
    b.         Chair
    The President of the Board shall serve as Chairperson. The Vice-President of the Board shall serve as Vice-Chairperson.
    c.         Powers and Duties
    The Executive Committee shall have the power to transact all regular business of the Board during the interim between the meetings of the Board, and any action taken shall not conflict with the policies of the Board.  The Executive Committee shall also review and make recommendations to the Board.  In addition, the Executive Committee shall have the following duties:
             i.    Shall initiate and recommend matters concerning             business management and finance.
      ii.    Shall review and recommend policies of the Convention to             the Board.
      iii.    Shall receive and act on all recommendations concerning the employment, compensation, supervision, termination and retirement of personnel.
    iv.    Shall review, amend, if necessary, and approve the budget prepared by the Budget Special Committee to be presented at the September meeting of the Board.
    7.      Articles and Bylaws Special Committee
             a.         Composition
             The membership shall consist of eight (8) who shall be appointed for a four (4) year term, with two (2) rotating off each year.  Four (4) members of the committee shall also be members of the Board when appointed. The remaining four (4) shall not be members of the Board when appointed.  The President of the Board shall appoint the initial eight (8) members and then two (2) new members to this committee thereafter.  Each subsequent annual appointment shall consist of two members:  one (1) member from the Board and the other a non-member of the Board.  The President shall appoint each initial committee member to serve for one (1), two (2), three (3) or four (4) years in order to effectuate the staggered terms set forth herein.  The committee members who are not members of the Board should have expertise in legal, organizational structure and procedures, and Baptist life.
             b.         Chair
             The Chairperson of the committee will be selected by the President of the Board and shall be one of the eight members of the committee.  The person selected shall be a member of the Board, but not currently a member of the Executive Committee and shall serve a one (1) year term as Chairperson.  The chair shall become a member of the Executive Committee.
             c.         Powers and Duties
             The Articles and Bylaws Committee shall be responsible for studying the Convention’s Articles and Bylaws and making recommendations for amendment.  
    8.      Budget Special Committee
    a.       Composition
             The membership shall consist of eight (8) who shall be appointed for a four (4) year term, with two (2) rotating off each year. Four (4) members of the committee will also be members of the Board when appointed.  The remaining four (4) will not be members of the Board when appointed.  The President of the Board shall appoint the six (6) members currently serving on the Committee to terms as close as practical to the remainder of their current terms on the Committee; the President shall appoint the other two (2) members of the Committee to serve for one (1), two (2), three (3) or four (4) years in order to effectuate the staggered terms set forth herein.  The President of the Board shall appoint two (2) new members to this committee thereafter. Each subsequent annual appointment shall consist of two members: one (1) member from the Board and the other a non-member of the Board.  The President of the Board should strive to have diversity on the Budget Special Committee taking into account representation from churches of various sizes, types, and geographical areas, and representation by individuals who are lay persons and ministers and have expertise in budget, finance and Baptist life.
             b.       Chair
             The Chairperson of the committee will be selected by the President of the Board and shall be one of the eight members of the committee. The person selected shall be a member of the Board, but not currently a member of the Executive Committee and shall serve a one (1) year term as Chairperson. The Chairperson shall become a member of the Executive Committee. The Chairperson may not be appointed for more than two (2) consecutive terms as Chairperson of the Budget Special Committee.
             c.         Powers and Duties
             The Budget Committee shall be responsible for studying and recommending the budget for the support of all programs funded by the Convention as well as presenting its proposed budget to the Executive Committee for approval, and then to the September meeting of the Board for approval by the Board.
    9.      Business Services Special Committee
             a.         Composition.  
             The membership shall consist of eighteen (18) members, eight (8) of whom shall be at-large members elected by the Board for four (4) year terms and ten (10) of whom shall be members of the Board.  The members shall include people with expertise in law, accounting, finance, insurance, management, and the ministry. The Executive Leader of the Business Services Group shall serve as an ex-officio non-voting member of the Business Services Special Committee.
    b.         Chair
    The Chairperson shall be selected by the committee from its Board members at its January meeting.
    c.         Powers and Duties
    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.  The Business Services Special Committee shall make such recommendations to the Executive Committee and the Board as shall be necessary.
    d.       Subcommittees of the Business Services Special Committee
             i.    General
             The Chairperson of the Business Services Committee, in consultation with the Executive Leader of the Business Services Group, shall appoint all subcommittees and their Chairpersons. The Chairperson of the Business Services Committee shall serve as an ex-officio voting member of all subcommittees. The Executive Leader shall serve as an ex-officio non-voting member of all subcommittees.
             ii.    Contingency Fund/ Audit Subcommittee
             This subcommittee shall have duties to the Business Services Special Committee for matters pertaining to contingency funding and the audit, including without limitation the following:
            (1)    Shall report, following the audit, to the Business Services Committee for its recommendation of transfer to the Contingency Fund of no less than ten percent (10%) and not more than seventy-five percent (75%) of the income received in excess of expenditures during the previous year;
            (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.
            (4)    Shall work with the Executive Leader of the Business Services Group concerning financial and business related policies and procedures and make recommendations to the Business Services Special Committee, Executive Committee and the Board.
    iii.    Assemblies Subcommittee
            This subcommittee shall have duties to the Business Services Special Committee for matters pertaining to the administrative functions of camps and assemblies owned and operated by the Convention or with which the Convention has some type of working relationship.
    iv.    Investment Subcommittee
    This subcommittee shall have duties to the Business Services Special Committee for matters pertaining to the policies and guidelines for the investment of available funds as well as monitoring the risk factor and return of all investments with security as the prominent guideline.
    v.    Constructing and Financing Facilities Review Committee
    This subcommittee shall have duties to the Business Services Special Committee for matters pertaining to establishing and maintaining a comprehensive review process for seeking approval for constructing and financing facilities on property owned by the Convention; establishing guidelines for the use of monies from the unrestricted General Reserve of the Convention; and establishing the criteria for borrowing and repaying available unrestricted General Reserve monies.    
    10.     Church Planting and Missions Development Committee
    a.        Composition
             The membership shall consist of at least ten (10) members of the Board.  The Executive Leader of the Church Planting and Missions Development Group shall serve as an ex officio non-voting member.  
    b.        Chair
             The Chairperson shall be selected by the Committee from its members at its January meeting.  
    c.        Powers and Duties
             The Church Planting and Missions Development Committee shall be responsible for working with the Executive Leader to provide resources to the associations and churches of the Convention related to church planting and missions development.  These resources shall include promotion of missions offerings for the Convention as well as the Southern Baptist Convention.  The Committee shall give special attention to distributing materials and resources and working cooperatively with associations and churches to plant churches across North Carolina and with local churches for missions’ development.
    11.     Communications Committee
    a.        Composition
             The membership shall consist of at least ten (10) members of the Board. The Team Leaders of the Creative Team and the Information Technology/Information Services Team shall serve as ex-officio non-voting members of the Communication Committee.
    b.        Chair
             The Chairperson shall be selected by the committee from its committee members at its January meeting.
    c.        Powers and Duties
             The Communications Committee shall be responsible for working with the Team Leaders of the Creative Team and the Information Technology/Information Services Team providing input related to the overall ministry and work of these Teams; advising the Board to utilize multiple methods in communicating information from the Convention and promoting the ministries of the Convention; promoting the effective use of technology; and serving as part of the  Creative Team and the Information Technology/Information Services Team that seeks to help churches and associations fulfill their mission in their own setting.
    12.     Congregational Services Committee
    a.       Composition.  
            The membership shall consist of at least ten (10) members of the Board.  The Executive Leader of the Congregational Services Group shall serve as an ex-officio non-voting member.
    b.       Chair
             The Chairperson shall be selected by the committee from its committee members at its January meeting.
    c.        Powers and Duties
             The Congregational Services Committee shall be responsible for working with the Executive Leader and staff to provide resources for congregational maturation, health, and growth.
    13.    Evangelization Committee
    a.        Composition.  
             The membership shall consist of at least ten (10) members of the Board.  The Executive Leader of the Evangelization Group shall serve as an ex-officio non-voting member.
    b.        Chair
             The Chairperson shall be selected by the committee from its committee members at its January meeting.
    c.        Powers and Duties
             The Evangelization Committee shall be responsible for working with the Executive Leader to provide resources which will enable churches and associations to be most proficient in ministering to and communicating the Gospel to all people while helping them establish a spiritual relationship with Jesus the Christ.

    G.    Fruitland Baptist Bible Institute
    1.       Purpose
    The Fruitland Baptist Bible Institute (“Fruitland”) is a ministry of the Convention and shall be responsible to the Board. Fruitland exists to prepare persons for whom study in a college or seminary is not presently appropriate for the Christian ministries into which they are called.  It further serves to encourage further training in college and/or seminary.
    2.      Board of Directors (hereinafter referred to as “Fruitland Directors”)
    The operations of Fruitland shall be the responsibility of the Fruitland Directors, who are elected by the Board.
    a.        The Fruitland Directors shall consist of twelve (12) members, each serving a four-year (4) term.  One-fourth (1/4) of the members shall be elected each year at the September meeting of the Board. The term of service shall begin January 1. During the May meeting of the Executive Committee of the Board, the Chairperson shall appoint three (3) members of the Executive Committee to serve as a nominating committee for the purpose of recommending nominees for the Fruitland Directors to the Board.  The Fruitland Directors shall comply with the following:
        i.       One-third (1/3) of the membership shall be chosen from the alumni of the Fruitland who may or may not be presently serving as members of the Board;
        ii.      One-third (1/3) of the members shall be chosen from those presently serving on the Board when the member is elected;
        iii.     One-third (1/3) of the members shall be chosen at large from among members of cooperating North Carolina Baptist churches not presently serving on the Board when the member is elected.  The at large members should have expertise in budget, finance, and Baptist life;
        iv.      At least four (4) of the members shall be laypersons;
        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;
        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
        vii.    No person shall serve as a Fruitland Director, who at the same time is employed, either partially or fully, by the Convention, or any institution, agency, or any affiliated educational institution of the Convention.
    b.    Responsibilities of the Fruitland Directors
        i.       The Fruitland Directors shall be responsible to the Board and ultimately to the Convention for the operation of Fruitland and for all administrative and policy decisions of Fruitland in the regular and proper performance of the task of Fruitland.
        ii.      The Fruitland Directors shall report annually to the September meeting of the Board, and a synopsis of the report shall be given to the annual session of the Convention.
        iii.     The Fruitland Directors shall be responsible for submitting a budget to the Budget Special Committee of the Board to be included with the budget of the Board for approval by the Convention in annual session.
        iv.     The Fruitland Directors have the responsibility for administering the budget consistent with the financial policies of the Convention.  The Fruitland Directors shall be responsible to the Board for the fiscal operation of Fruitland and shall make periodic financial reports to the Board, including independent annual audits.  
        v.      The Fruitland Directors shall have the authority to secure endowment for Fruitland in accordance with policies of the Convention and its institutions and agencies.
        vi.     Except for the selection or dismissal of the President of Fruitland, the Fruitland Directors shall have the responsibility for all personnel matters of Fruitland consistent with the personnel policies of the Convention.
    3.     President of Fruitland
           The President of Fruitland shall manage the affairs of Fruitland under the direction of the Fruitland Directors. For the employment or dismissal of a President, the Fruitland Directors shall recommend action to the Board.  The President shall recommend all other personnel matters to the Fruitland Directors.
    4.     Change of Status
           Any change of status regarding the purpose of Fruitland shall be approved by the Convention in annual session, upon recommendation of the Board.

Renumbering – Bylaws

Motion 8
The Board of Directors moves that Articles IX-XIII of the Bylaws be renumbered       respectively to Articles VI-X.

Concerning Debts – Bylaws

Motion 9
The Board of Directors moves that the portions of sections B, C, and D of current Article IX of the Bylaws printed below be deleted and the following language for such portions be substituted in their place.

Current Reading:
IX.   Concerning Debts

    B.    Convention’s Guaranty of Borrowing by an Institution or Agency
    1.      The Executive Committee may authorize the Convention to guaranty the borrowing of a covered institution or agency described in Article X.A. of the Articles of Incorporation, …
    2.      The Board may authorize the Convention to guaranty the borrowing of a covered agency or institution described in Article X.A. of the Articles of Incorporation, …
    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 covered institutions or agencies described in Article X.A. 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 covered institution or agency, …
    2.      Notice of any motion involving proposed borrowing of money, guaranty of borrowing by a covered institution or agency, …

    D.    Borrowings by Institutions and Agencies of the Convention
Upon approval of its trustees in accordance with its articles and by-laws, any covered institution and agency described in Article X.A. of the Articles of Incorporation…

New Reading:
VI.   Concerning Debts

    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 V.B. of the Bylaws, …
    2.      The Board may authorize the Convention to guaranty the borrowing of an agency or institution described in Article V.B. of the Bylaws, ...
    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 V.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, …
    2.      Notice of any motion involving proposed borrowing of money, guaranty of borrowing by an institution or agency,…

    D.    Borrowings by Institutions and Agencies of the Convention
Upon approval of its trustees in accordance with its articles and by-laws, any institution and agency described in Article V.B. of the Bylaws …

Committee on Memorials – Bylaws

Motion 10
The Board of Directors moves that the current Article II.E.7.a of the Bylaws be deleted in its entirety and the following language substituted in its place.

Current Reading:
    a.         For preparing a report memorializing ministers and lay leaders who have died since the adjournment of the previous annual session of the Convention;  and

New Reading:
    a.         For preparing a report memorializing ministers and lay leaders who have died from July 31 of the previous year to July 31 of the current year; and