Virginia Baptist Mission Board Bylaws. ARTICLE I Name

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1 Virginia Baptist Mission Board Bylaws ARTICLE I Name The name of this body is the Virginia Baptist Mission Board, hereinafter referred to as the VBMB. ARTICLE II Purpose of Bylaws The purpose of these Bylaws is to provide rules for guidance and direction of the VBMB in conformity with the Articles of Incorporation of the VBMB and with the Constitution and Bylaws of the Baptist General Association of Virginia, hereinafter referred to as the General Association. ARTICLE III General Policy SECTION 1. The VBMB shall have entire management of the matters committed to its trust and shall make such bylaws and carry out such plans as may seem judicious, provided they are in strict accordance with its Articles of Incorporation, with the Constitution and Bylaws of the General Association, and with such instructions as may from time to time be given by the General Association. Although the VBMB shall not have authority to control and direct the agencies, institutions and shared ministries of the General Association, it is instructed and commissioned to maintain liaison with and to study the affairs of these agencies, institutions and shared ministries in search of acceptable solutions to problems which may arise. The VBMB shall keep records of its proceedings and make an annual report to the General Association. SECTION 2. The VBMB shall act in the interim for the General Association on such matters as the officers of the General Association may determine to require action before the next meeting of the General Association, and the VBMB shall report such action to the next annual meeting of the General Association. The VBMB shall carefully evaluate any matter referred to it before implementation. SECTION 3. The VBMB shall assist persons preparing for the Baptist ministry. SECTION 4. The VBMB shall hold title to all property owned by the General Association, with the authority to purchase, sell or lease such property. SECTION 5. The VBMB shall develop and maintain an official organizational policy manual for the General Association, setting forth the plan of organization of the General Association and the business and financial policies adopted by the General Association and by the VBMB. This manual shall define the functions, responsibilities, and working relationships of each officer and committee of the General Association; the VBMB and its committees, officers and principal staff members; and the board of directors or trustees of each agency, institution and shared ministry of the General Association. This manual shall cite the action of the General Association or other action which established each function, responsibility and relationship.

2 ARTICLE IV Membership SECTION 1. Members. (A) Members by Virtue of Office: The members by virtue of office shall be the president, the first vice president, the second vice president, the immediate past president, the clerk, the executive director, the treasurer, and the chairs of the Budget Committee, the Christian Life Committee and the Religious Liberty Committee of the General Association; the president of the Woman s Missionary Union of Virginia; a student representative of Baptist Collegiate Ministries of Virginia; and the General Association members of the Executive Committee of the Southern Baptist Convention. However, the executive director, treasurer, and the General Association members of the Executive Committee of the Southern Baptist Convention are ex officio members without vote and may not serve as officers of committees or sub-committees of the VBMB. If a member of the VBMB is elected to any of the above named offices, he/she shall complete the term to which he/she was elected as a member of the VBMB. With the exception of the executive director, the treasurer and the president, each member by virtue of office shall be named as a member of one (1) of the five (5) major committees of the VBMB. The president and the executive director shall be non-voting members of all committees of the VBMB. (B) Members from Associations: There shall be one (1) member from the area of each cooperating district association that contributes at least $35,000 to the Virginia portion of the Cooperative Missions Budget annually. However, no association formed after September 1, 1969, shall have members elected to the VBMB from its area unless and until it has at least 5,000 members. When such contributions from the churches of an association reach the following amounts annually, one (1) additional member shall be elected for each level reached: $110,000; $260,000; $580,000; $1,130,000; $1,450,000; $1,830,000, and $2,200,000 (maximum of eight (8) associational members). If $35,000 is more than two percent (2 %) of the total annual receipts of the churches of an association, there shall be one (1) member from the area of such association, provided such contributions are at least two percent (2%) of the total annual receipts of the churches of the association. Contributions to the Virginia portion of the Cooperative Missions Budget shall be based on the records of the treasurer of the General Association. Additional members, based on increased contributions, shall be elected at the next annual meeting of the General Association. If an association may propose only one (1) member, it is suggested that successive terms be alternated between ministers and laypersons. If an association may propose two (2) members, one (1) shall be a minister and one (1) a layperson. If an association may propose three (3) members at least one (1) shall be a minister and one (1) a layperson, and so on, and so forth. The term minister shall be interpreted to mean a person who is an ordained minister or who is recognized by his/her church as being in church-related service and in no way is intended to imply that lay persons are not engaged in ministry.

3 (C) Members-at-large: Twelve (12) members shall be chosen from twelve (12) different General Association churches. At least one-half (6) of the members-at-large shall be laypersons. SECTION 2. Church Membership. All members of the VBMB shall be resident members of Baptist churches contributing financially to the Virginia portion of the Cooperative Missions Budget. Only one (1) member from any one (1) church may be elected a member of the VBMB; however, this restriction shall not apply in the case of persons who serve by virtue of office. If a member of the VBMB becomes a member of a church not affiliated with the General Association, or if an associational member moves to a different association, his/her membership is automatically terminated. SECTION 3. Nomination and Election. All members of the VBMB, except those who serve by virtue of office, shall be elected by the General Association after nominations are received from the Committee on Boards and Committees. A district association may propose to the Committee on Boards and Committees the member(s) from its area. The Committee on Boards and Committees shall provide to each association appropriate information as to the function of the VBMB in order to assist the association in proposing qualified persons. Insofar as possible, one-third (1/3) of the associational members and one-third (1/3) of the members-at-large shall be elected each year. SECTION 4. Term of Office. The term of office for associational members and for membersat-large shall be three (3) years. A member having served two (2) consecutive terms shall not be eligible for reelection until at least one (1) year has elapsed following his/her previous service. A member who has served any portion of an unexpired term shall be considered to have served a full term. SECTION 5. Vacancies. Vacancies may be filled by the VBMB for the unexpired portion of the term after nominations are received from the Committee on Boards and Committees. Vacancies which have not been filled by the VBMB shall be filled by the General Association at its annual meeting for the unexpired portion of the term, after nominations are received from the Committee on Boards and Committees. A district association may propose to the Committee on Boards and Committees a person to fill a vacancy among its associational members. SECTION 6. Membership Restrictions. No person serving as a member of a board, no trustee, no employee or independent contractor of the VBMB or his/her spouse or dependent children, and no employee or independent contractor of any Virginia Baptist agency, institution or shared ministry receiving funds from the General Association shall be eligible to serve as a member of the VBMB. These restrictions shall not apply to members or pastors of churches which receive financial assistance from the VBMB, nor shall they apply to persons who may serve as members of the VBMB by virtue of office. No person receiving or making application for funds, or whose church is receiving or is making application for funds, shall serve on the VBMB committee which allocates those funds directly affecting that person or church. Members of the Committee on Boards and Committees or their spouses or dependent children shall not be nominated to other committees or boards.

4 ARTICLE V Officers SECTION 1. The officers shall consist of a chair, first vice chair, second vice chair, recording secretary, and assistant recording secretary, who shall be elected annually by the VBMB, and shall hold office for a term of one (1) year, or until their successors are elected. The executive director and treasurer shall serve as non-voting officers. The chair, first vice chair, second vice chair and recording secretary shall be the president, first vice president, second vice president and clerk of the General Association respectively. SECTION 2. Vacancies in the offices of chair, first vice chair, second vice chair, recording secretary, and assistant recording secretary shall be filled by the VBMB for the unexpired term. In the event of a vacancy in the offices of the executive director or treasurer, the VBMB, or its Executive Committee, shall make provision for the continuance of the work until the office is filled. SECTION 3. Duties of Officers. (A) Chair: It shall be the duty of the chair to preside at meetings of the VBMB, to appoint such special committees as may be required by the VBMB and perform such other duties as may pertain to his/her office. After polling the membership, he/she shall announce the division of the VBMB into major committees. This shall include members by virtue of office with the exception of the executive director, the treasurer and the president. (B) First Vice Chair: It shall be the duty of the first vice chair, in the absence of the chair, to perform the duties of the office of chair. (C) Second Vice Chair: It shall be the duty of the second vice chair, in the absence of the chair and the first vice chair, to perform the duties of the office of chair. (D) Recording Secretary: It shall be the duty of the recording secretary to keep a correct record of the meetings of the VBMB. (E) Assistant Recording Secretary: It shall be the duty of the assistant recording secretary, in the absence of the recording secretary, to perform the duties of the office of recording secretary. (F) Executive Director: The executive director shall be the business and administrative executive of the VBMB. He/she shall be responsible to and report to the VBMB, the Executive Committee and the General Association. He/she shall direct and supervise the work of the VBMB staff in all of its offices and divisions. He/she shall employ such persons and fix their salaries as may be needed to conduct the affairs of the VBMB in all of its offices, divisions and activities.

5 (G) Treasurer: The treasurer shall have the custody of and be charged with responsibility for the monies and securities of the VBMB and shall keep regular books of account and balance the same each month, shall sign or countersign all instruments as require his/her signature, and shall perform all the duties incident to his/her office or that may properly be required of him/her by the VBMB or the Executive Committee. The treasurer shall submit to the VBMB at its meetings a full report of the financial conditions and affairs of the VBMB, including a statement of receipts and disbursements and an asset and liability statement. The books and accounts of the treasurer shall be audited annually by a certified public accountant named by the VBMB, and at such other times as the VBMB may direct. A signed copy of each audit shall be made available to the Executive Committee. All employees of the VBMB charged with the duty of handling funds of the VBMB shall be bonded in such amounts as the VBMB or the Executive Committee shall direct. ARTICLE Vl Meetings SECTION 1. Three (3) regular meetings of the VBMB shall be held annually. The first meeting shall be held as soon after the annual meeting of the General Association as is practicable. An adequate orientation program for new members shall be held during the time of the first meeting. The other two (2) regular meetings shall be held in April and October, respectively. The October meeting shall be at least ten (10) days prior to the annual meeting of the General Association. SECTION 2. Special meetings of the VBMB may be called by the chair of the VBMB and the executive director. The chair of the VBMB and the executive director shall call a special meeting of the VBMB upon the request of at least fifteen (15) members. SECTION 3. Notices stating the purpose of regular and special meetings shall be provided to the members at least ten (10) days before the date thereof, except in cases of emergency. SECTION 4. At all meetings a majority of members shall constitute a quorum for the transaction of business. ARTICLE Vll Committees SECTION 1. Committee Organization. The committees of the VBMB shall be an Executive Committee and five (5) major committees: Empowering Leaders, Emerging Leaders, Glocal Missions and Evangelism, Courageous Churches, and Support Ministries.

6 SECTION 2. Executive Committee. (A) Membership: The chair and vice chairs of the VBMB, the chair and vice chair of each of the major committees, and the chair of the Budget Committee of the General Association shall constitute the Executive Committee, with the executive director and the treasurer as non-voting members. The chair and vice chairs of the VBMB shall serve as chair and vice chairs of the Executive Committee. (B) Meetings: The chair shall set the date, place and time of meetings. A majority of the voting members shall constitute a quorum. (C) Duties: In fulfilling its duties, the Executive Committee shall be subject to VBMB Bylaws and shall not reverse any action taken by that body. The committee shall: (1) Act in the interim for the VBMB on such matters as the officers of the VBMB may determine to require action before the next meeting of the VBMB, and report such action to the VBMB at its next meeting. (2) Serve as the Finance Committee of the VBMB. (3) Advise and consult with the executive director in VBMB staff personnel matters, including the consideration of new staff positions, the election of assistant executive directors and team leaders, and personnel policies. (4) Approve VBMB budgets before submitting them to the Budget Committee of the General Association. (5) Study any proposal for the creation of new agencies, divisions or other organized work and make recommendations to the VBMB. (6) Study and recommend changes to the Constitution and Bylaws of the General Association and the Bylaws and Articles of Incorporation of the VBMB. (7) Study and recommend to the VBMB ways to strengthen the work of the General Association, including objectives, plan of organization, assignment of responsibility, and matters of general policy. (8) Be informed of denominational relationships and services and when necessary make recommendations to the VBMB.

7 SECTION 3. Major Committees. (A) Organization: The major committees shall organize at the November/December meeting. Officers shall be a chair, vice chair and secretary. The chair shall have been elected as the last order of committee business at the October meeting. The vice chair and secretary shall be elected as the first order of business at the November/December meeting. No chair shall serve more than two (2) consecutive years. (B) Duties: Each committee shall: (1) Evaluate the work of and give counsel to assigned units of the VBMB. (2) Receive budget recommendations from assigned units in order to study those requests and provide recommendations and counsel. (3) Provide subcommittees to study requests, problems and opportunities, and maintain liaison with assigned units. (4) Implement approved procedures and make reports and recommendations as necessary to the VBMB or the Executive Committee. (5) Become knowledgeable about assigned units so as to be positive spokespersons to the greater General Association community. (6) Prepare and maintain an operations manual detailing the work of the committee in relation to its assigned responsibilities. (7) Assume other responsibilities assigned by the VBMB. (C) Specific Responsibilities: (1) Committee on Empowering Leaders: This committee shall be responsible to the VBMB for matters relating to equipping congregational leaders, including but not limited to: assistance in linking ministers and churches, deacon ministry, continuing education for ministers and lay leaders, family ministries, and wellness in congregations and ministers. It shall be liaison to the following ministry partners: Baptist Center for Ethics, Baptist Ministers Relief Fund, Ministering to Ministers Foundation, Center for Baptist Heritage and Studies, and Virginia Baptist Historical Society. (2) Committee on Emerging Leaders: This committee shall be responsible to the VBMB for matters relating to processes and events to call out the next generation of church leaders across the entire life span, including but not limited to: youth ministries, collegiate ministries, and deployment of emerging leaders into stage-appropriate opportunities for ministry, summer missions, mentoring, and evangelism. It shall be liaison to the following ministry partners: Averett University, Baptist Theological Seminary at Richmond, Bluefield College, Fork Union Military Academy, Hargrave Military Academy, The John Leland Center for Theological Studies, Oak Hill Academy, and Virginia Intermont College.

8 (3) Committee on Glocal Missions: This committee shall be responsible to the VBMB for matters relating to global and local evangelism, including but not limited to: partnership missions, disaster response, volunteer missions and ministries, camps and Co- Missioners initiatives, community missions and ministries, and curriculum development for missions and ministry. It shall be liaison to the following ministry partners: Virginia Baptist Homes, Virginia Baptist Children's Home and Family Services (HopeTree Family Services), Chaplain Service Prison Ministry of Virginia, Woman's Missionary Union of Virginia, and Baptist World Alliance. (4) Committee on Courageous Churches: This committee shall be responsible to the VBMB for matters relating to the raising up of healthy and vibrant churches, including but not limited to: church planting, ministries with ethnic groups, Bible study, discipleship, worship, congregational transformation, web-based teaching and ministry, and the Center for Ministry Research and Innovation. It shall be liaison to the following ministry partners: Baptist Extension Board and Baptist Joint Committee. (5) Committee on Support Ministries: This committee shall be responsible to the VBMB for matters relating to the support functions which undergird all ministries, including but not limited to: cooperative missions giving, annuity and retirement services, business affairs, marketing and communications, conference centers and campus centers, property and technology management, and endowment development. It shall be liaison to the following ministry partners: Associated Baptist Press, Religious Herald, and Virginia Baptist Foundation. (D) Meetings: Regular meetings of the five (5) major committees shall be held in conjunction with the regular meetings of the VBMB. Special meetings shall be called only after consultation with the chair of the VBMB. SECTION 4. Special Committees. The chair shall appoint other committees as deemed advisable or as the VBMB or the Executive Committee may direct. SECTION 5. Non-Voting Members. The executive director, the treasurer and the chair shall be non-voting ex officio members of all committees. ARTICLE VIII Compensation SECTION 1. All members of the VBMB, with the exception of the executive director and treasurer, shall serve without compensation. SECTION 2. Actual traveling expenses incurred in the service of the VBMB may be paid out of the General Fund, except in the case of a special meeting immediately preceding and at the site of the annual meeting of the General Association. SECTION 3. All employees and members of the VBMB engaged in the service of the VBMB shall keep an itemized account of reimbursable expenses and render the same to the treasurer.

9 ARTICLE IX Parliamentary Authority To protect the rights of all the members and to ensure that the will of the VBMB prevails, the rules contained in the current edition of Robert s Rules of Order Newly Revised shall govern the VBMB in all cases to which they are applicable and in which they are not inconsistent with these Bylaws, the Articles of Incorporation and any special rules of order the VBMB may adopt. ARTICLE X Amendments These Bylaws may only be amended at a regular meeting of the VBMB by a two-thirds (2/3) affirmative vote of the members present. Amended by the Virginia Baptist Mission Board, October 10, 2007, effective November 14, 2007 Amended by the Virginia Baptist Mission Board, October 15, 2008, effective November 12, 2008 Amended by the Virginia Baptist Mission Board, November 30, 2010, effective November 30, 2010 Amended by the Virginia Baptist Mission Board, November 29-30, 2011, effective November 29-30, 2011 Amended by the Virginia Baptist Mission Board, October 10, 2012, effective November 14, 2012