Southeastern New England Baptist Association
Monday, September 06, 2010
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Constitution and Bylaws of Southeastern New England Baptist Association
SNEBA exists for the purpose of resourcing Associational pastors and congregations as they seek to fulfill their unique, God-given vision for carrying out the Great Commission. SNEBA is structured with three Ministry Action Teams and one Administration Team to allow for quick response to the needs and requests of affiliated memberchurches for assistance in their ministry.
The Teams Are:
Through the Action and Ministry of Each Team, SNEBA Seeks to:
Membership
Section 1. Members:
SNEBA shall have only one classification of members, namely those who are duly elected messengers of affiliated memberchurches.
Section 2. Affiliation of Churches:
Included in this letter should be:
This Team will determine from the documents received whether or not that church or mission conforms to Section 2.a above. The Administration Team will present the candidate to the Board Meeting preceding the Annual Meeting. Upon approval of the Board, the church will officially be presented and approved by at least a two/thirds majority of the messengers at the next Annual Meeting.
Section 3. Election of Members:
Each church affiliated with the Association shall select and elect messengers to the Annual Meeting. Each affiliated memberchurch, regardless of size, may have two messengers plus the pastor. Additional messengers may be elected based upon the membership of the church. For each additional 100 members beyond the first 100 another messenger may be elected. No church regardless of size shall have more than six (6). Messengers serve for one year and may be re-elected should the church decide to do so. Mission churches (Section 2.b) are entitled to one (1) messenger each.
Section 4. Voting Rights:
Each messenger shall be entitled to one vote on each item of business.
Section 5. Resignation:
If a messenger resigns, the affiliated memberchurch that elected that messenger shall select another person to take the messenger’s place.
Section 6. Harmony:
Realizing that the Scriptures call us to harmonious and peaceful relationships and to work for the unity of all Christians (Matthew 5:9, Romans 14:19, 2 Corinthians 5:18-20 and 13:11, Ephesians 4:1-6, Philippians 2:1-4, Colossians 3:12-15), the Association recognizes that conflict can and does arise which can cause disharmony or division between team members or between an affiliated member church and the Association. All churches and the Association will covenant together to use the Biblical process from the Communication Covenant (see Appendix A) for resolving any conflict prior to non-participation or disassociation.
Meetings of Members
Section 1. Annual Meeting:
An Annual Meeting of the messengers shall be held at a specified time and place published in the annual calendar. The meeting shall include prayer, praise, proclamation, election of officers, adoption of the annual budget, and any other pertinent business the Association must address. Any new business items must be presented to the Administration Team at least one month prior to the Annual Meeting.
Section 2. Special Meetings:
Special meetings of the messengers may be called by a two-thirds vote of the Executive Board.
Section 3. Notice of Meetings:
Notice of meetings of the messengers shall be made in writing at least fourteen days in advance of the meeting. The notice shall outline the place, time, and purpose of the meeting. Each affiliated memberchurch is responsible for contacting its messengers and advising them of the meeting.
Section 4. Quorum:
The messengers of affiliated memberchurches present at any properly called and noticed meeting shall constitute a quorum for that meeting.
Section 5. Proxies:
A messenger may only vote in person and not by proxy.
Executive Board
Section 1. Membership:
The Executive Board shall be composed of the pastor and one other person elected by an affiliated member church, members of the Administration Team, and officers of the Association. Paid staff members of the Association shall have input but do not carry a vote.
Section 2. Purpose:
To receive reports from each Associational team, direct the actions of the Administration Team, review financial reports, discuss issues prior to the annual meeting, and serve as a conduit to share with members of the affiliated memberchurches what is happening within the Association.
Section 3. Meetings:
The Executive Board shall have at least two meetings each year other than the Annual Meeting. The Administration Team may call special meetings for a specific purpose by giving at least seven (7) days notice. Notice shall be given to affiliated memberchurches. These churches are responsible for notifying their Board Members.
Section 4. Authority:
The Executive Board is governed by all provisions of the Articles of Incorporation and these Bylaws. This Board has full power and authority to direct or assign the business of the Association between annual meetings, including but not limited to matters of real estate, personnel, and personal property.
Section 5. Reporting:
The Executive Board shall supply to affiliated member churches a written summary of its decisions and actions at the annual meeting.
Section 6. Quorum:
The messengers of the Executive Board present at any called and noticed meeting shall constitute a quorum for that meeting.
Section 7. Manner of Acting: The act of a majority of the members of the Executive Board present at a meeting shall be the act of the Executive Board, unless a greater percentage is required by these By-Laws for a specific vote.
Administration Team
Section 1. Membership:
The Administration Team shall be composed of the Officers of the Association, Ministry Action Team Leaders, Executive Director/Treasurer, and two at-large members. The two at-large members shall be elected at the Annual Meeting. Other members are already in their position as an elected person.
Section 2. Purpose:
The Administration Team shall deal with administrative issues of the Association, including personnel, Associational operations such as managing and monitoring income and outgo, and processing petitions for membership in the Association. The purpose, terms, and responsibilities of the Administration Team shall be included in the Policy Manual of SNEBA.
Section 3. Meetings and Quorum:
The Administration Team shall meet at least four times annually and as requested by the Moderator of the Association or any two other members of the Team. A quorum shall consist of a majority of the Administration Team present at a meeting.
Section 4. Authority:
The Administration Team is governed by all provisions of the Articles of Incorporation and the Bylaws of the Association and is authorized to conduct business assigned to it by the Association or the Executive Board.
Section 5. Reports:
The Administration Team shall make written reports of its activities and a financial report to the Executive Board at each of its meetings.
Officers and Duties
Section 1. Officers:
Executive Director/Treasurer: It is the responsibility of The Executive Director/Treasurer to cast a God-sized vision for the Association, to serve as a catalyst for change and risk-taking, to develop and foster coalition-building within the Association, to develop and implement sound fund-raising principles and guidelines, and to assist the overall ministry of the Teams. He shall oversee the work of staff members. He is ultimately accountable for what takes place in the Association.The Executive Director/Treasurer shall be considered an officer of the Association and shall, along with the Moderator, be an ex-officio member of all Association teams.
Section 2. ELECTION & TERMS:
All officers of the Association, except the Executive Director/Treasurer, shall be elected annually by the messengers of the Association at the scheduled Annual Meeting. All elections shall be by majority vote of the messengers. Nomination of officers will be initiated by the Administration Team prior to the annual meeting, while additional nominations will be welcomed from the floor of the annual meeting as well. The Executive Director/Treasurer shall be elected once by at least a three quarters majority by the Association for an indefinite tenure of office after nomination by the Executive Board.
Section 3. Removal:
Whenever any officer elected by the Association is determined not to be working in the best interests of the Association, he may be removed by the following process:
Section 4. Vacancies:
A vacancy in any office, except the Executive Director/Treasurer, may be filled by the Executive Board for the unexpired portion of the term. If the position of Executive Director/Treasurer is vacated, a Search Committee shall be nominated by the Association Administration Team, to include at least one member of the Administration Team with the remaining members of the committee to be members of affiliated memberchurches. The Search Committee is then to be elected by the Executive Board. This Committee shall make regular reports of progress and any changes of the committee makeup to a regular or called meeting of the Association. The committee will present to the Executive Board the best candidate it is lead by the Lord to consider for the position. On at least a two thirds majority agreement, the Executive Board will then nominate the candidate to the Association for election.
Ministry Action Teams
Section 1.
Establishment of Ministry Action Teams and their duties is the responsibility of the messengers and the Executive Board. These Teams shall be empowered to carry out the assignment given to them by the Association and the Executive Board. The details regarding the name, membership, and responsibility of each Ministry Action Team shall be included in the Policy Manual of SNEBA. Any changes and/or additions to the Policy Manual of SNEBA may be made by the messengers at the Annual Meeting or upon the approval of the Executive Board at one of its meetings.
Section 2. Term of Office:
Each member of a Ministry Action Team shall continue to serve at his or her passion. Should a team member become a detriment to the Team or the Association that person may be removed by a majority of team members voting.
Section 3. Team Leader:
Team members shall elect one member of each Ministry Action Team as Team Leader at their first scheduled meeting after the Annual Meeting each year.
Section 4. Vacancies:
Since team members serve at their passion, vacancies in membership will be filled by others with like passion.
Section 5. Quorum:
Unless otherwise specified in the Policy Manual of SNEBA, a quorum shall consist of those members present. The act of the quorum shall constitute the action of the Team.
Section 6. Rules/Guidelines/Protocols:
Each Ministry Action Team shall establish its own procedural guidelines, protocols, and rules. They must be consistent with those laid out in this document to be considered valid. Any conflict shall be resolved by using the guidelines in this document as the established and accepted guidelines.
Authority & Limitations
Contracts, Checks, Deposits, Funds
Section 1. Contracts:
The Executive Board may authorize any officer or officers, agent, or agents of the Association to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or may be confined to specific circumstances.
Section 2. Checks:
All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Association shall be signed by such officer or officers, agent or agents of the Association, and in such manner as shall be determined by resolution of the Executive Board. In the absence of such determination by the Executive Board, the Moderator or the Clerk/Office Manager of the Association shall sign such instrument.
Section 3. Deposits:
All funds of the Association shall be deposited to the credit of the Association in such banks, trust companies, or other depositories as the Executive Board may select and approve.
Section 4. Gifts:
The Executive Board may accept on behalf of the Association any contribution, gift, bequest, or device for any purpose of the Association.
Books and Records
The Association Shall:
Any member, or his/her agent, may inspect all books and records of the Association for any proper purpose at a time convenient for all parties.
Fiscal Year
The fiscal year of the Association shall begin on the first day of January and close on the 31st day of December each year.
Dissolution
In the event it becomes necessary to dissolve or liquidate this Association, the dissolution of this non-profit corporation, its assets remaining after payment (or provision of payment of remaining debts and liabilities beyond the assets of this Association) shall be distributed and irrevocably dedicated by the executive board or it’s remaining affiliated member churches to such non-profit religious organizations as are in agreement with the letter and spirit of this constitutional statement and which are then exempt from deferral tax under 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) and to which contributions are then deductible under 170(c)(2) of such code or corresponding provisions of any subsequent federal tax laws.
Waiver of Notice
Whenever any notice is required to be given under the provisions of Rhode Island and Providence Plantations or under the provisions of the Articles of Incorporation or the Constitution and Bylaws of SNEBA, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Amendments to Bylaws
These Bylaws may be amended at any Annual Meeting of the Association by a two-thirds vote of the messengers present and voting, providing the proposed changes be presented in writing in a previous Executive Board Meeting, or at a specially-called meeting for that purpose. The proposed amended Bylaws shall be provided and included in the Book of Reports distributed at the Annual Meeting.
Appendix A
A very real part of relationships is dealing with conflict of one kind or another. Relational wounding, unresolved conflict, and sin destroy our relationships, communities, churches and Associations. Whenever people are together conflict is not just possible, it is inevitable. SNEBA is a community of churches and Christ followers where relationships are very important, so we desire to keep them harmonious to the glory of Christ. This document represents a synopsis of the Biblical process for dealing with conflict that our Association affirms and pursues. It is our hope that every affiliated member church can affirm this covenant. It is written to the individual as each of us is accountable individually for our relationships before God (soul competency); however, we must recognize that conflict between any two individuals can spread throughout any community and cause great harm God's kingdom work.
For Christians and Their Organizations
Modified from materials by Rev. Ted and Ruth Brewer, Directors: New Peace Network
Adapted from the Biblical Resolution Covenant by Mels Carbonell, Ph.D. of Uniquely You in Christ
Key Scriptures on which process is based:
COVENANT
In obedience to God’s holy Word and commitment to practicing biblical conflict resolution, I promise to follow the following principles. My priorities are to glorify God, grow in Christ, serve others, build harmony in the church (including preventing and resolving unhealthy conflicts) and help reach my world for Christ. There are different forms of conflict:
HEALTHY CONFLICT
UNHEALTHY CONFLICT
Should a conflict arise or offense be taken with anyone, I will pursue the following process:
STEP ONE OF PROCESS
STEP TWO OF PROCESS
WARNING:
If Associational leaders, Executive Board members, or pastoral leaders are involved directly in the conflict then special effort needs to be exercised for the sake of Christ, the (Misspelled in printed:) affiliated member churches, our Association and the Biblical principles we follow. I believe the scriptural admonition not to rebuke a spiritual leader (pastor, elder or deacon) other than in grave matters of misconduct and open sin (1 Tim.5:19) and especially in public forums. With that in mind…
STEP THREE AND BEYOND
If the prayerful and repeated efforts [previously described] do not resolve the dispute, and the offender remains unrepentant, then I will…
TELL THE ASSOCIATION
COMMITMENT TO PRESERVING UNITY
If I continue to find fault with an Associational leader (or affiliated member church) even though “witnesses”, a mediator or the Executive Board believe either that the person I think offended me has not sinned against me or that they have sinned against me but are repentant, I will either accept their determination, forgive the other party or overlook the offense or will remove myself from relationship with the leaders or the Association rather than cause conflict and disharmony in this Association.
For additional information, details and resources, go to: www.hispeace.org |
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