This final summary in the series of four addresses the proposed amendments to the Baptist State Convention (BSCNC) Articles of Incorporation and Bylaws will explain the proposed amendments related to the Convention’s Board of Directors (Board).
 
Currently Article IX in the Articles of Incorporation outlines the membership, election, and powers of the Board. Motion 6 proposes that the current Article IX be deleted in its entirety and replaced with a single paragraph condensing these statements. The provisions concerning the membership, election and powers of the Board will be consolidated into the Bylaws in proposed Article III as outlined in Motion 7.
 
Currently items related to the Board of Directors are scattered throughout Articles III, IV, and V in the Bylaws. The Board of Directors proposes moving all references to the Board in the Bylaws and placing these references into a single article in the Bylaws, to be known as Article III. This new single article in the Bylaws will outline the qualifications for membership, composition of the Board, powers and duties of the Board, organization of the Board including all Board committees, and all references to Fruitland Baptist Bible Institute (FBBI).

Motion 7 proposes that current Articles IV and V in the Bylaws be deleted in their entirety and replaced with a new article, to be known as Article III in the Bylaws. The proposed Article III in the Bylaws will contain the condensed, streamlined, and revised materials related to the Board. The following are key points that should be highlighted:

    1.   Board membership — the amendments include a new term “at-large member” to identify the members of the Board elected from the 10 regions within the state. The number, qualification, nomination, and election of at-large members has not changed for the members from the regions. The new term is used solely to distinguish Bylaw provisions related only to members from regions and not applicable to the ex-officio members who are members of the Board by virtue of election or appointment to an office that qualifies them for membership on the Board. This definition avoids awkward wording in the provisions when they do not apply to the ex-officio members.

    2.  Ex-officio non-voting members of the Board — there are two changes in the number of ex-officio non-voting members. First - the two college students elected by the state student convention move from the Council on Christian Life and Public Affairs to become ex-officio non-voting members of the Board. Second – the President of Woman’s Missionary Union of North Carolina (WMU NC) resumes ex-officio non-voting status. This was the status for the WMU NC President prior to 1980. This change also includes cessation of the WMU NC President as a member of the BSCNC Executive Committee. The WMU NC President only became a member of the Executive Committee in 1986.
 
Changes to the Board’s powers and duties are revised and updated as set forth in proposed Article III.C. of the Bylaws. The qualifications and election of the Board officers are restated in Article III. D.1. and D.2. and their powers and duties are defined in Article III.D.3. Procedural rules regarding Board meetings are set forth in Article III.E. including regular and special Board meetings, notices of meetings, and the rules regarding quorum and voting. In the current Bylaws, there are no provisions related to notice of meeting, quorum, and voting. These sections are new additions to the Bylaws. Finally, Article III.E.4. requires that a Board member must participate in person for any Board meetings; attendance at a Board meeting by teleconferencing or videoconferencing is not permitted.
 
General provisions regarding the composition, selection and election of the Board Committees and Special Committees are provided in the proposed Article III.F. of the Bylaws. A Board committee is composed solely of members of the Board of Directors. A special committee has some members who are members of the Board of Directors and others who are not on the Board. For example, the Business Services Committee has members who have expertise in accounting, finance, insurance, business and law, but are not on the Board. In addition, new provisions related to the notice of meetings and rules concerning quorums and voting are set forth related to the committee meetings. See Article III.F. Participation in a committee meeting via teleconferencing or videoconferencing is permitted upon the approval of the committee chair, after proper consideration of feasibility, availability and cost. See Article III. F.4. The powers and duties of several committees were revised and simplified. In addition, the following changes were made to the individual committees:
 
    1.  The Articles and Bylaws Committee and the Budget Committee are no longer subcommittees of the Executive Committee. Instead, they are special committees of the Board.  Each committee shall have eight members serving four year terms, staggered on a rotating basis so that two new members are appointed each year. Each year, the President of the Board shall appoint the chair of each committee. The chairs of the Budget Committee and the Articles and Bylaws Committee shall serve on the Executive Committee. See Article III.F.6.

    2.  With the Convention’s increased emphasis upon church planting, a new Group has been formed to better coordinate church planting efforts among the Convention staff and in partnership with associations and churches. The new Group is known as the Church Planting and Mission Development Group (CPMD). The Group is formed by Teams formerly part of the Mission Growth Evangelism (MGE) Group, Administration and Convention Relations Group, and the Business Services Group. With the formation of the CPMD Group, a committee of the Board is required.  Coinciding with the formation of the CPMD Group is the renaming of the current MGE Group now known as the Evangelization Group. As a result, the MGE Board Committee now becomes the Evangelization Committee. The chairs of both committees shall serve on the Executive Committee. See Article III.F.10. (Church Planting) and Article III.F.13. (Evangelization).

    3.  The Communications Committee is added as a new committee. See Article III.F.11. Following the reorganization of the former Public Relations and Resource Development Group (PR&RD) components of that Group – Creative Team and the Office of Public Relations - have been brought together in the Administration and Convention Relations Group to better coordinate distribution of information, communication with associations and churches, and the production of audio, video, print and web based materials. Joining the Creative Team and Office of Public Relations is the Information Technology/Information Systems Team together working to better communication between the Convention and North Carolina Baptists. The Convention staff’s emphasis upon improving and increasing communications with North Carolina Baptists demonstrates the need for a Board committee. The chair of the Communications Committee shall serve on the Executive Committee.

    4.  The following three committees in the existing Bylaws are now deleted: the Administration and Convention Relations Committee, the Public Relations and Resource Development Committee and the Strategic Initiatives and Planning Committee. Board committees are to reflect the composition of the BSCNC staff and neither the Public Relations and Resource Development Group nor the Strategic Initiatives and Planning Group exist any longer. The Administration and Convention Relations Committee is comprised of individuals who, through their position, are members of the Executive Committee rendering this additional committee unnecessary.

    5.  Membership on the Executive Committee has been revised to reflect the changes made with the committees, as discussed above.

    6.  Membership numbers required for several Board committees have been adjusted to due to the addition of new committees and the deletion of old committees.
 
Provisions from the existing Bylaws regarding Board ministries are now deleted, with the exception of Fruitland Baptist Bible Institute (Fruitland). See Article III.G. Currently, Article V in the Bylaws is devoted solely to Fruitland. Fruitland is moved from a separate article in the Bylaws to the new article dedicated to the Board of Directors. Fruitland is a ministry of the Convention accountable to the Convention’s Board of Directors. Another clarification is that the Fruitland Directors must manage its budget and make its personnel decisions consistent with the policies of the Convention. See Article III.G.2.b.vi. Finally, a reference from the existing Bylaws to the 1986 Fruitland Baptist Bible Institute Study Committee Report is deleted. Review of the 1986 Fruitland Baptist Bible Institute Study Committee Report revealed that the recommendations of that report have been incorporated into the BSCNC Bylaws rendering this statement unnecessary.