BYLAWS OF GENERAL BAPTIST WOMEN S MINISTRIES, INC.

1 P a g e BYLAWS OF GENERAL BAPTIST WOMEN S MINISTRIES, INC. Corporate Bylaws Segregated from Board of Directors Standing Rules by Resolution 1 at Annual Meeting July, 2013 Corrections and Revisions Completed February, 2014 Accepted at Women s Ministries Board Meeting March, 2014 Article I. Name The name of this Corporation shall be General Baptist Women s Ministries, Incorporated. Article II. Purpose As General Baptist women, we commit ourselves to bring glory to God through Missions, Ministry and Mentoring, connecting to reach, serve, and lead. Article III. Membership Members of the Corporation shall be those women who are delegates to the General Baptist Women s Annual meeting, hereinafter referred to as Annual meeting, and at all other times, when said Annual meeting is not in annual session, the members of the Corporation shall be the same women who are the Board of Directors of the Corporation. Article IV. Board of Directors The Board of Directors (Board Members) shall consist of twelve women, all of whom shall be active members of a General Baptist church and at least two thirds of whom shall be members of a registered General Baptist Women s Ministries group and shall continue to be throughout their tenure. The Board of Directors shall conduct the business of the Corporation at any time the annual meeting is not in session. Article V. Executive Committee The Executive Committee shall consist of the President, the First Vice President, the Second Vice President, the Secretary, the Assistant Secretary, and the Director of Women s Ministries as ex-officio a member. SECTION 1. Annual Meeting Article VI. Meetings There shall be an annual meeting of the membership of General Baptist Women s Ministries, which shall be held for the purpose of inspiration, training, business, and fellowship. The Annual meeting shall be the governing body of General Baptist Women s Ministries, Inc. General Baptist Women s Ministries shall meet annually in conjunction with the General Baptist Mission and Ministry Summit. However, upon request of the majority of delegates present and voting, the Annual meeting time and/or place may be changed. SECTION 2. Officers and Delegates A. The presiding officers of the Annual meeting shall be the officers of the Board of Directors of General Baptist Women s Ministries, Inc. The Director of Women s Ministries shall serve in an advisory capacity during the Annual meeting. Board members and the Director of Women s Ministries shall be part of the voting delegation. B. Women s Ministries groups of each church are encouraged to register with General Baptist Women s Ministries, Inc. and to file an annual registration update, along with their annual dues. Women registered at the Annual meeting who are members of a registered Women s Ministries group of a General Baptist Church in good standing with the General Association of General Baptists shall make up the voting delegation. C:\Documents and Settings\gbwmadmin2\My Documents\Bylaws and Standing Rules 2013.docx pg. 1

2 P a g e SECTION 3. Quorum and Parliamentary Practice At the Annual meeting, women from registered Women s Ministries groups shall constitute a quorum. Article VII. Finances The financial support for General Baptist Women s Ministries, Inc. shall be derived from the interest from World Missions Endowment, Love Gift offerings, annual dues, and such other funds as individuals, organizations or foundations may contribute. Article VIII. The Seal The seal of the Corporation shall be in the form of a circular disk with the words General Baptist Women s Ministries, Inc. engraved in a circle around the edge of the disk with the words Corporate Seal engraved in the center thereof. Article IX. Parliamentary Authority The rules contained in the current edition of Robert s Rules of Order Newly Revised shall govern the annual meeting in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order the Board may adopt. Article X. Interpretation of Bylaws The decision of the Board of Directors shall be final upon all questions of construction or interpretation of the Bylaws. Article XI. Amendment of Bylaws. These Bylaws may be amended at a regular or special meeting of the Board of Directors by a majority vote of those present provided that such proposed amendment shall be in writing and shall have been sent to each of the board members at least ninety days before any such meeting; or by a vote of at least two-thirds of those present, if no prior notice has been given. Proposed revisions of the Bylaws shall be mailed or emailed to each registered Women s Ministries group prior to the Annual meeting if time permits, and submitted at Annual meeting for adoption and approval. Amendments to these Bylaws become effective when they are approved at the Annual meeting. Article XII. Dissolution Upon the dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Corporation, dispose of all of the assets of the Corporation exclusively for the purposes of the Corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, education, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Court of Probate Division of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes. Article XIII. Conclusion These Bylaws supersede all other dated and undated Bylaws. (Revisions by resolutions passed at Annual meeting 7/2013) (Corrected and revised 2/28/14) C:\Documents and Settings\gbwmadmin2\My Documents\Bylaws and Standing Rules 2013.docx pg. 2

3 P a g e GENERAL BAPTIST WOMEN S MINISTRIES BOARD OF DIRECORS STANDING RULES Segregated from Women s Ministries Bylaws and Adopted July 2013, Revised 2-28-14 Revisions Confirmed 3-28-13 during Women s Ministries Board of Directors Meeting BOARD OF DIRECTORS SECTION 1. COMPOSITION The Board of Directors (Board Members) shall consist of twelve women, all of whom shall be active members of a General Baptist church and at least 2/3 of whom shall be members of a registered General Baptist Women s Ministries group and shall continue to be throughout their tenure. SECTION 2. ELECTION AND TERM OF OFFICE A. The board members shall be recommended by the Nominating Committee, approved by the Board, and elected at the annual meeting. At all meetings for the election of the board members, women from registered Women s Ministries groups shall constitute a quorum for the election of such board members and the number of board members to be elected receiving the highest number of votes shall be declared elected, with final approval by the General Association. B. The board members shall hold office for a term of three years and until their successors are elected. C. A board member is eligible to serve another three-year term should the Nominating Committee and Board deem her interest and contributions worthy of a second term. Following a second three-year term, a board member must retire from the Board. After a lapse of at least one year, she shall again be eligible for election to the Board. D. Should a board member find it impossible to complete a term on the Board, a written resignation should be submitted to the President with a copy to the Director of Women s Ministries. E. A vacancy may, by resolution of the Board, be declared to exist if a board member shall have been absent from two consecutive meetings, unless for a reason acceptable to the Board. F. If a vacancy shall occur, leaving an unexpired term of one year or more, the Executive Committee shall appoint a board member to serve the unexpired term. At the completion of the unexpired term, she shall be eligible to serve two three-year terms on the Board. SECTION 3. DUTIES AND POWERS A. The Board shall be subsidiary to the Council of Associations of General Baptists and shall manage the affairs and control the funds and property of the Corporation, approve all appointments and adopt necessary policies and procedures, provided that none of the Board s actions shall conflict with or modify the actions or directives of the Annual meeting or be inconsistent with the purpose of the Corporation. B. The Board shall provide for the planning of the Annual meeting, and shall implement and facilitate resolutions, actions, and any other business. SECTION 4. MEETINGS A. Three regular meetings shall convene each year as follows: one in the fall, one in the spring and one preceding the Annual meeting. The Director of Women s Ministries shall give at least thirty days written notice of the time, place and date of such regular meetings. Such notices shall be sent to each board member electronically or, if she requests, by United States mail at her last known address as shown by the records of the Corporation. B. Special meetings may be called by the President or Executive Committee, and may be called at the request of a majority of board members. Ten days written notice will be sent to each board member giving the date, hour, object and place of such meeting. In cases of emergency, at least three days notice shall be given. C. The Board or any committee of the Board may meet by electronic means, i.e. telephone conference call or e- mail, with the agreement of the entire board or committee. Each member in attendance at such electronic meetings shall be able to hear and speak as freely as if in a regular meeting. (cont.) C:\Documents and Settings\gbwmadmin2\My Documents\Bylaws and Standing Rules 2013.docx pg. 3

4 P a g e D. The order of business at the regular meetings of the Board of Directors shall be as follows, unless the board members vote to change the order of business: 1. Roll call 2. Reports from Denominational Offices 3. Other reports 4. Unfinished business 5. New business 6. Adjournment E. A majority of the board members shall constitute a quorum for the transaction of business. SECTION 5. OFFICERS A. The officers of this Corporation shall be the President, the First Vice President, the Second Vice President, the Secretary and the Assistant Secretary. They shall be selected by the Nominating Committee, approved by the Board, and elected for a term of one year at Annual meeting. Their term of office shall begin at the close of the Annual meeting at which they are elected, subject to the approval of the General Association. B. These officers shall perform the duties prescribed by these Standing Rules and by the parliamentary authority adopted by the Board. 1. The PRESIDENT shall preside at all meetings of the Board. She shall perform all the duties incidental to her office. She shall make an annual report to the General Baptist Missions and Ministry Summit. She shall serve as an ex-officio member on all committees of the Corporation, except the Nominating Committee. 2. The FIRST VICE PRESIDENT shall, in the absence or incapacity of the President, perform the duties of that office. 3. The SECOND VICE PRESIDENT shall, in the absence or incapacity of the First Vice President, perform the duties of that office. 4. The SECRETARY shall keep the minutes of the Board, the Executive Committee meetings and Annual meeting, and she shall perform other such duties as may be assigned. 5. The ASSISTANT SECRETARY shall in the absence or incapacity of the Secretary, perform the duties of that office. SECTION 6. COMMITTEES A. STANDING COMMITTEES 1. The Standing Committees shall be appointed by the Director of Women s Ministries as soon as feasible following Annual meeting. The Director of Women s Ministries shall designate the chair of each committee. 2. The Budget Committee shall consist of three members of the Board. It shall be the duty of this committee to prepare an annual budget to be presented for approval by the Board and Annual meeting. A copy of the proposed budget shall be mailed to the Board members prior to the spring Board meeting and to each registered Women s Ministries group prior to Annual meeting. 3. The Event Planning and Fundraising Committee shall consist of all Board members, and several members-at-large. It shall be the duty of this committee to organize, plan, and oversee all facets of Women s Ministries events including (but not limited to) the Annual meeting, as well as funding for the ministry. This committee shall submit a report to the Board at each Board meeting. 4. The Curriculum Committee shall consist of three members of the Board and a maximum of three members-at-large. The Board members will serve on a rotating basis. It shall be the duty of this committee to recommend communications, set up anything to market women s ministries, and/or a suitable curriculum for study. It shall manage compilation of an annual publication which promotes undesignated giving (Love Gift.) This committee s report shall be submitted to the Board for approval at its meeting in the spring. 5. The Long Range Planning Committee shall consist of at least four Board members who are appointed to serve on a rotating basis. It shall be the duty of this committee to recommend a program (minimum of two years) of advancement and expansion for all ministries of the Annual meeting for adoption by the Board. The report of this committee s actions shall be submitted to the Board for approval. 6. The Nominating Committee is comprised of at least three members of the Board whose duty it shall be to select a slate of qualified women to recommend as members of the Board and to nominate officers annually. The Committee solicits recommendations throughout the denomination for names of qualified women in developing the slate of nominees. The report of this committee shall be submitted at the spring Board meeting, subject to approval by Annual meeting and the Mission and Ministry Summit. 7. The Policies, Procedures and Resolutions Committee shall consist of at least three Board members who will serve on a rotating basis. Responsibilities of this committee shall include reviewing and/or updating C:\Documents and Settings\gbwmadmin2\My Documents\Bylaws and Standing Rules 2013.docx pg. 4

5 P a g e the Bylaws, Women s Ministries Handbook, and policies and procedures of the Board as directed by the Board; and shall be responsible for presenting resolutions recommended by the Board, and shall screen and recommend to the annual meeting resolutions submitted by meeting delegates If deemed inappropriate, the submitted resolution may not be presented to Annual meeting. The Committee should give their reasoning to the person presenting the resolution prior to giving the report to the Annual meeting. The report of this committee shall be presented at the Annual meeting by the reading of all recommended resolutions. Each resolution shall be acted upon separately following the acceptance of the report. (Note: This does not take away the right of any delegate that is at Annual meeting to present new business by submitting a motion in writing. Reference Resolution Committees in RONR 10 th edition, pg. 589). This committee s report shall be submitted to the Board for approval. Revisions of the Bylaws shall be mailed to each registered Women s Ministries group prior to Annual meeting if time permits, and submitted at Annual meeting for adoption and to the General Association for approval. 8. The Scholarship Committee shall consist of three or more people with knowledge of and accessibility to Oakland City University and the financial needs of the students. It shall be the duty of this committee to determine the recipients of scholarships administered by the Board. Applications will be screened and scholarships will be awarded based on the guidelines set forth in the Women s Ministries Handbook. This committee s report shall be submitted and the names of the scholarship recipients announced at Annual meeting. B. AD HOC COMMITTEES: Such other committees, standing or ad hoc, shall be appointed by the President and/or Director of Women s Ministries as necessary and shall be approved by the Executive Committee. The Director of Women s Ministries shall be ex-officio a member of all committees. The President shall be exofficio a member of all committees, except the Nominating Committee. SECTION 7. EXECUTIVE COMMITTEE A. COMPOSITION: The Executive Committee shall consist of the President, the First Vice President, the Second Vice President, the Secretary, the Assistant Secretary, and the Director of Women s Ministries ex-officio a member. B. DUTIES AND POWERS: The Executive Committee shall have and exercise all the powers of said Board which may be lawfully delegated in the management of the business affairs of the Corporation so long as they do not violate the express directions or prior resolutions or actions of the Board. 1. The Executive Committee shall serve as the Personnel Committee of the Board to seek, and recommend to the Board, candidates for the office of Director of Women s Ministries. The Director of Women s Ministries is appointed by the Women s Ministries Board, elected at the Women s Annual meeting, and presented to the Mission and Ministry Summit for confirmation. In the event that any member of the Executive Committee shall desire to be considered as a candidate for the position of Director of Women s Ministries, that member may not serve as a member of the Personnel Committee during her candidacy. (See C of A article VI, section A, paragraph 7e.) 2. The Executive Committee shall appoint a Board member to fill any vacancy on the Executive Committee. 3. The Executive Committee shall report all of its actions and decisions to the Board. SECTION 8. MEETINGS The Executive Committee shall meet at such times as needed but upon no less than three days notice. Three members shall constitute a quorum and any motion or resolution coming before the committee shall receive the affirmative vote of three members of the committee for passage. SECTION 9. ADMINISTRATIVE STAFF A. Appointments: The Board shall appoint, upon recommendation of the Executive Committee (Personnel Committee), a Director of Women s Ministries. The Director of Women s Ministries is appointed by the Women s Ministries Board, elected at the Women s Annual meeting, and presented to the Mission and Ministries Summit for confirmation. In the event that any member of the Executive Committee shall desire to be considered as a candidate for the position of Director of Women s Ministries, that member may not serve as a member of the Personnel Committee during her tenure. B. Qualifications: The Director of Women s Ministries shall: 1. Have at least an Associates Degree in administration, or the equivalent in experience. 2. Live within 45 minutes of the General Baptist ministries office. 3. Maintain the Women s Ministries office in the General Baptist Ministries building. 4. Be an active member of a General Baptist church or join one within sixty days of hiring. C:\Documents and Settings\gbwmadmin2\My Documents\Bylaws and Standing Rules 2013.docx pg. 5

6 P a g e C. Duties and Powers: The Director of Women s Ministries shall: 1. Be responsible for the administration of the affairs of the Corporation. 2. Serve as treasurer, receiving and disbursing monies of the Corporation. 3. Be ex-officio a member on all committees of the Corporation. 4. Report to the meetings of the Board of Directors and to the Annual meeting. 5. Strive to establish and maintain communication and strong relationships with all Women s Ministries. 6. Be a member of the Leadership Team under the Council of Associations. 7. Be accountable to the Leadership Team and to the Executive Director of the Denomination with ultimate accountability to the Board of Directors of General Baptist Women s Ministries, Inc. (C of A Constitution VI, A 7f) The Women s Ministries Director will be responsible for sharing any information concerning Women s Ministries with the Leadership Team/Executive Director and shall consider recommendations that come out of the Leadership Team, and convey those recommendations to the Board. In return the Leadership Team and Executive Director will relate to the Women s Ministries director as a full and equal member with all other leaders. 8. Perform all other duties as specified by the position description approved by the Board of Directors of General Baptist Women s Ministries, Inc. SECTION 10. GRIEVANCE POLICY A It is the policy of the General Baptist Women s Ministries Board that the director or any board member shall follow the Biblical guidelines for conflict resolution. In that light, the following formal grievance procedure will be followed: 1. If the director or a Board member has a Board-related concern, she should first address it to the specific person involved. If not satisfied with the verbal discussion, she should submit her concern in writing to the person within fifteen days with the objective of resolving the matter informally. 2. If the matter cannot be resolved between the two, then the concern should be referred to the Executive Committee in writing. The Executive Committee shall investigate and attempt to resolve the matter to the satisfaction of both parties and respond in writing within thirty days. 3. If the matter is still unable to be resolved, a date shall be set for a hearing before the full Board as soon as practical, but no later than 45 days. At the hearing, both parties shall have the opportunity to privately present her side of the situation. 4. The Board will go into executive session to review the information presented at the hearing and make a final decision on the matter. That decision will become binding upon all parties, but will not set precedence or be binding on any future grievances. B. It is the policy of the General Baptist Women s Ministries Board that any Women s Ministries group member shall follow the Biblical guidelines for conflict resolution. In that light, the following formal grievance procedure will be followed: 1. If a member in good standing of a registered Women s Ministries group of a General Baptist Church has a concern with the Women s Ministries Board or director, she should first address it to the specific person involved. If not satisfied with the verbal discussion, she should submit her concern in writing to the person within fifteen days with the objective of resolving the matter informally. 2. If the matter cannot be resolved between the two, then the concern should be referred to the President of the Board in writing, unless the concern is with the President, then it should be addressed to the First vice President. The President/Vice President shall investigate and attempt to resolve the matter to the satisfaction of both parties and respond in writing within thirty days. SECTION 11. FINANCES A. Fiscal Year: The fiscal year shall begin January 1 and end December 31. B. Budget: An annual budget shall be prepared by the Budget Committee and presented to the Board for approval. The budget will then be presented for adoption at Annual meeting and approval by the Mission and Ministry Summit. C. Audit: An annual audit shall be done by a reputable auditing firm with results given to each board member and shall be available to all registered Women s Ministries groups upon request. (Refer to registered member bodies as stated in Article VIII, Section 3. B & C) C:\Documents and Settings\gbwmadmin2\My Documents\Bylaws and Standing Rules 2013.docx pg. 6

7 P a g e SECTION 12. PARLIAMENTARY AUTHORITY The rules contained in the current edition of Robert s Rules of Order Newly Revised shall govern the Board of Directors in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order the Board may adopt. SECTION 13. AMENDMENTS These Standing Rules may be amended or revised with a two-thirds majority vote of all board members present at a regular meeting. Notice of such amendments or revisions shall be sent to all board members at least thirty days before the meeting. If the thirty day s notice is not possible, a three-fourths majority vote of the entire board shall be required. C:\Documents and Settings\gbwmadmin2\My Documents\Bylaws and Standing Rules 2013.docx pg. 7