THE BIVOCATIONAL AND SMALL CHURCH LEADERSHIP NETWORK, Inc.
ARTICLE I – Name
The name of this organization is the BIVOCATIONAL AND SMALL CHURCH LEADERSHIP NETWORK, INC. (herein called, the BSCLN). The BSCLN is chartered as a Nonprofit Corporation operating exclusively for Christian ministry and religious purposes limited to those activities which qualify under Section 501(c)(3) of the Internal Revenue Code.
ARTICLE II – Membership
Section 1.1 Registered Members. Those who are actively participating in the BSCLN as indicated in the BSCLN membership registration records, meeting the following requirements:
1. Completed registration on file;
2. Commitment to the BSCLN Mission and its Core Beliefs and Values; and,
3. Membership dues as required paid up to date. Note: Only registered members may be elected or appointed to BSCLN positions.
Section 1.2 Corporate Members. The Board of Directors are elected from among Registered Members, and charged to provide all functions assigned by the Constitution and Bylaws, or required as corporate responsibilities.
ARTICLE III – Mission, Objectives and Constituency
Section 3.1 Mission. The BSCLN exists for the purpose of advancing, encouraging, promoting, equipping and revitalizing pastors, church leadership, and congregations of bivocational and smaller membership churches – as they do whatever it takes for Christ’s Kingdom service.
Section 3.2 Objectives. Broad objectives are stated in the Bylaws and kept current based on research and changing ministry priority needs, services, and resources.
Section 3.3 Primary Constituency. The primary constituencies of the BSCLN are pastors, spouses, and ministry leadership teams of congregations with 200 or less in average worship attendance, or similar measurements.
ARTICLE IV – Core Beliefs and Values
As a Christian service organization with a Baptist-protestant-free church heritage, the BSCLN states these core beliefs and values for all who serve within the Corporation, and the churches, ministers we serve, and to all those who partner with us. We believe that in order to preserve the function and integrity of BSCLN’s ministry, and to provide a Biblical role model to those we serve, it is imperative that all persons employed by the BSCLN in any capacity, or who serve as volunteers, or who may partner with the BSCLN honor these Core Beliefs and Values.
- Our Confession, Jesus Christ is Lord: “. . . and every tongue acknowledge [confess] that Jesus Christ is Lord, to the glory of God the Father.” Philippians 2:11 NIV
- Our Authority, Inspired Scripture: “All Scripture is God-breathed and is useful for teaching, rebuking, correcting and training in righteousness, so that the servant of God may be thoroughly equipped for every good work.” II Timothy 3:16-17 NIV
- Our Message, Salvation through Christ Alone: “For God so loved the world that He gave His only begotten Son, that whoever believes in Him shall not perish but have eternal life.” John 3:16 NKJV
- Our Priority, God’s Kingdom: “But seek first the kingdom of God and His righteousness, and all these things will be added to you.” Matthew 6:33 HCSB
- Our Greatest Commandment, Love: “And now these three remain: faith, hope and love. But the greatest of these is love.” I Corinthians 13:13 NIV
- Church’s Highest Purpose, God’s Glory: “. . . to Him be the glory in the church and in Christ Jesus to all generations forever and ever. Amen. Ephesians 3:21 NAS
- Among All Believers, Freedom: “You, my brothers and sisters, were called to be free. But do not use your freedom to indulge the flesh; rather, serve one another humbly in love.” Galatians 5:13 NIV
- In Leadership Roles, Service: “. . . and whoever wishes to be first among you shall be your slave; just as the Son of Man did not come to be served, but to serve, and to give His life a ransom for many.” Matthew 20:27-28 NAS
- In Our Stewardship Pledge, Faithfulness: “Now it is required that those who have been given a trust must prove faithful.” I Corinthians 4:2 NIV
- In Our Mission Operation, Integrity: “We want to avoid any criticism of the way we administer this liberal gift. For we are taking pains to do what is right, not only in the eyes of the Lord but also in the eyes of man.…As for Titus, he is my partner and co-worker among you; as for our brothers, they are representatives of the churches and an honor to Christ.” II Corinthians 8:20, 21, 23 NIV
- On God’s Design and Family:
a. Creative Design—“Then God said, ‘Let Us make man in Our image, according to Our likeness,’. . . God created man in His Own image, in the image of God He created him; male and female He created them. God blessed them and said to them, Be fruitful and multiply; . . .” Geneses 1:26-28 NAS
b. Family Instructions—“Submit to one another out of reverence for Christ . . . Wives, submit to your husbands as you do to the Lord . . . Husbands, love your wives, just as Christ loved the church and gave himself up for her . . . For this reason a man will leave his father and mother and be united to his wife, and the two will become one flesh . . . Children, obey your parents in the Lord, for this is right. Honor your father and mother . . . Fathers, do not exasperate your children; instead, bring them up in the training and instruction of the Lord.” Ephesians 5:21-6:4 NIV
Article V – Board of Directors
The Board of Directors (the Board) is the governing body of BSCLN regarding all corporate matters concerning the resources, administration and strategies of the BSCLN. The number of persons serving on the Board shall be a minimum of seven. Each will be selected based on the requirements and the leadership needs of the Board as defined in the Bylaws. The annual nomination process is open to all Board Members and all Registered Members of the BSCLN. Election of the Board members will be by the Registered Members.
All such nominations will be submitted to the Secretary of the Board. Based on the nominations, the vacancies open, and the needs of the Board, the Board will develop a list of nominees. The list will be sent to the Registered Members by the Secretary of the Board for the election process.
Article VI – Executive Director
The Executive Director of the BSCLN shall give general planning, coordination, and oversight to the total operations of the BSCLN. The central assignment of this position is toward fulfilling the BSCLN mission and objectives among ministers and congregations. The assignment and functions of this position are provided in the Bylaws, including strategies, structure, personnel, and allocation of resources. The Board is responsible to elect the Executive Director, including the position description, expectations, and selection process; nomination for the Executive Director may be made to the Board by any Registered Member of BSCLN. He shall be accountable to the Board and be an ex officio member of the Board, making reports and recommendations concerning BSCLN operations.
ARTICLE VII – BSCLN Meetings
The BSCLN shall hold an annual celebration for inspiration, fellowship, ministry and strengthening; other such meetings may be held or co-sponsored by BSCLN. Such meetings will be planned and stated on the BSCLN’s website. Meetings are open to registered members and visitors; BSCLN ministry reports may be made by the Executive Director.
ARTICLE VIII – Procedures
The Bylaws will govern this organization on all matters not contained in this Constitution. The Board may also develop a Policies and Procedures manual as a current guide for operations.
Article IX – Authority
While independent and sovereign in its own sphere, the BSCLN does not claim and will never attempt to exercise any authority over any other body, whether church, auxiliary organizations, associations, or conventions.
Article X – Amendments
Should there arise a need to amend this Constitution, the power to do so, insofar as allowed by law, is vested in the Board of Directors. Those who are serving the Corporation in any role, as assigned by the Board of Directors, or the Executive Director or who are Registered Members may make a recommendation regarding an amendment to this Constitution. A recommendation for any action must first be submitted to the Board of Directors before any of its regularly scheduled meetings. The Board of Directors must acknowledge receiving the recommendation for an Amendment and initiate a process for its consideration. The proposed amendment must be considered by the Board for two consecutive annual meetings. If after due process the proposed Amendment is passed by a three-fourths (3/4) majority of the Board of Directors, the Chairman of the Board will issue instruction to execute the action as approved.
Article XI – Dissolution
The BSCLN may dissolve itself by a three-fourths (3/4) majority vote of the Board of Directors in two successive annual Board meetings, following this procedure:
- Dissolution may be initiated by a resolution passed by a majority of the Board of Directors, circulated as information to all Registered Members for suggestions, and finally passed for appropriate action by a two-thirds (2/3) majority of the Board.
- In the event that the BSCLN ceases to exist, any and all remaining assets shall be designated and disbursed by the BSCLN Board of Directors with the assistance as needed by the Treasurer, to organization(s) qualifying under Section 501(c)(3) of the Tax Code. The funds or assets distributed to the selected organization(s) shall be designated in totality to be used only for the purpose of advancing, equipping and revitalizing pastors, church leadership and congregations of bivocational and smaller membership churches with like-minded mission, objectives, and core beliefs and values with the BSCLN.
The Charter of Incorporation of Southern Baptist Bivocational Ministers Association, Inc. was approved by Mississippi Secretary of State, March 8, 1996. In April, 2010 a name change from “Southern Baptist Bivocational Ministers Association” to “Bivocational and Small Church Leadership Network” was authorized by the Mississippi Secretary of State as an amendment to the original 1996 Charter.
Constitution—Adoptions and Amendments.
2014: By unanimous vote, the Constitution was revised to include the Development Board.
2010: April 17: By unanimous vote, the Constitution was amended with significant changes, including the name change from “Southern Baptist Bivocational Ministers Association” to “Bivocational and Small Church Leadership Network.” Also, this name change was authorized as an amendment to the Charter with the Mississippi Secretary of State. Committee: Lloyd Elder, Darrell Fletcher, Ron Ward, Larry Lehr, and Ray Gilder.
2007: Amendments to the 2005 Constitution approved by unanimous vote of the membership present at the Association’s annual meeting in Lone Tree, Colorado, April 28, 2007. Amendments were unanimously recommended by the Ministry Coordinating Council and the Executive Committee.
2005: Amendments to the 1996 Constitution of the Southern Baptist Bivocational Ministers Association, Inc. approved by unanimous vote of the membership present at the Association’s annual meeting at the North American Mission Board, Atlanta, Georgia, April 30, 2005. Revisions and amendments to the 1996 Constitution were recommended by members of the Study Task Force, Executive Committee, and Ministry Council serving as a Constitution Committee; Writing Committee—Larry Orange, Vernon Beachum, and Lloyd Elder; Ann Hall, Secretary.
1996, Dec. 7: Addition to the Charter and revisions of the Constitution: approved by unanimous vote of the membership present at the annual meeting on December 7, 1996, held at Florida Baptist Theological College. Recommended by a Constitution Committee: Jean Beachum, Vernon Beachum, and Norman Ponder; Ronald W. Ward, president, and Ann Hall, secretary.
1996, Mar. 8: The Charter of Incorporation of Southern Baptist Bivocational Ministers Association, Inc. was approved by Mississippi Secretary of State, March 8, 1996. Registered Agent, Dale Holloway; Incorporators: Ron Ward, Raymond O’Quinn, Ann Hall, and Jimmy McCaleb.
THE BIVOCATIONAL AND SMALL CHURCH LEADERSHIP NETWORK, Inc.
ARTICLE I – Name and Purpose
Section 1.1 Name. The name of this Corporation is The Bivocational and Small Church Leadership Network, Incorporated, dba BSCLN.
Section 1.2 Purpose. This Corporation is a religious Corporation and is not organized for private gain of any person. It is organized under The Nonprofit Religious Corporation Law exclusively for Christian ministry and religious purposes. The purposes for which this Corporation is formed are:
A. Specific Purpose: The BSCLN, Incorporated is dedicated to the advancement of bivocational and smaller membership church pastors and their leaders across America, resulting in mission focused churches characterized by passionate pastors, engaged senior adults, maturing members and connected youth.
B. General Purposes and Powers:
1. To have and to exercise all rights and powers conferred upon Nonprofit Religious Corporations under the laws of the state of Mississippi, including the power to contract, rent, buy or sell personal or real property, provided however that this Corporation shall not, except to an insubstantial degree, engage in any activity or exercise any powers not in the furtherance of the primary purposes of this Corporation.
2. To do all things necessary, expedient or appropriate to the accomplishment of any of the objects and purposes for which this Corporation is formed.
Notwithstanding any of the above, no substantial part of the activities of this Corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate or intervene in any political campaign, including the publishing or distribution of statements, on behalf of any candidate for public office.
ARTICLE II – BSCLN Offices
The principal office of the Corporation shall be located at 4930 Nolensville Road, Nashville, TN 37211. The Corporation may have such other offices, whether within or without the State of Mississippi, as the business of the Corporation may require from time to time.
ARTICLE III – Registered Members
Section 3.1 Registered Member. Membership in BSCLN as an individual member shall be open to any person who is interested in furthering the purposes of the BSCLN and who will agree to honor the Core Beliefs and Values as defined in Article IV of the Corporation’s Constitution.
Section 3.2 Other Memberships. Memberships other than those specifically included in these Bylaws may be established, and dues assessed, by the Board of Directors on an individual basis.
Section 3.3 Dues. The annual membership dues will be set by the Board of Directors.
Section 3.4 Maintaining Registered Member Status. The Board of Directors will establish the policies and procedures for vetting, recording and managing the Registered Membership File. These policies and procedures will further define the requirements for approval, for maintaining membership and for suspension.
Section 3.5 Powers and Privileges of Registered Membership Status In addition to any provisions elsewhere in these Bylaws, the Registered Members of the BSCLN shall have the powers and privileges enumerated in this section.
3.5.1 Voting. Registered Members are eligible to vote in the BSCLN elections as provided in Article V of the Constitution regarding elections and in meetings of the general membership as provided in Article VII of the Constitution. Voting for the election of the Board members may be conducted by either attendance at the annual Board of Directors meeting or by a proxy vote returned to the Secretary of the Board either by mail or electronically.
3.5.2 Expression. Members of the BSCLN are entitled to express their views on issues regarding the BSCLN to members of the Board of Directors, to attend regular meetings of the Board, and to attend special meetings of the Board provided such meetings are not conducted by conference telephone call.
3.5.3 Meetings of the Membership. Meetings of the registered membership of the BSCLN may be called by the Board of Directors. A quorum for the transaction of business shall those members in attendance who are eligible to vote.
ARTICLE V – Board of Directors
Section 5.1 General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors. Specifically, they shall have oversight of all matters concerning the financial, legal and personnel matters of the Corporation. The Board of Directors may establish an Advisory Panel to assist in the promotion of the mission and vision of the organization, as needed. The Board is also authorized to create positions, teams and committees to carry out its assignments and responsibilities.
Section 5.2 Number. The number of Directors of the Corporation shall be a minimum of seven (7) and a maximum of thirteen (13). This number may be increased or decreased only by an amendment of these Bylaws.
Section 5.3 Tenure. Nominations may be made by the Registered Members and/or members of the Board to the Officers of the Board. The Officers of the Board shall screen and recommend the candidates to the Registered Members annually for election. The Secretary of the Board will notify the Registered Members of the list of nominees for the election. They shall be elected for a three-year term. Each Director shall serve as a Director until the term of office is expired or he/she is removed by a majority of the members, with or without cause. A Director may serve for not more than two consecutive three-year terms. After two terms have been served a Director may not serve again until after at least one term has elapsed since last serving.
Section 5.4 Qualifications. Directors shall be well respected individuals who are members in good standing with their local evangelical church, with beliefs in accordance with this organization’s Core Beliefs and Values (Constitution Article IV), and have recognized experience in church and business management. All members of the Board shall make an annual financial contribution toward the continued development of the BSCLN demonstrating their heart and commitment to the work of the BSCLN. There shall be a majority of board members serving at all times who represent churches from the BSCLN’s Primary Constituency (Constitution Article III. Section 3.3).
Section 5.5 Vacancies. Should a vacancy occur on the Board of Directors before completion of a term, such vacancy shall be filled by the affirmative vote of a majority of the remaining Board of Directors, though there may be less than a quorum. The vacancy, as filled, will be with a person who satisfies the qualification requirements of Section 5.4.
Section 5.6 Officers of the Board of Directors.
5.6.1 Chairman of the Board of Directors. The Chairman of the Board of Directors shall be elected annually by the Board of Directors. He/She shall preside at all meetings of the Board of Directors and shall be an ex officio member of all committees without vote. His/Her responsibilities shall include, without limitation, the following: (1) acting as the representative of the Corporation to the public, as well as to governmental and voluntary organizations; (2) making policy proposals to the Board of Directors; (3) making long-range plans and budgets; and (4) reporting to the Board of Directors on the performance of corporate functions.
5.6.2 The Vice-Chairman of the Board of Directors. Elected by the Board, and in the absence of the Chairman or in the event of his/her inability or refusal to act, the Vice-Chairman shall perform the duties of the Chairman, and when so acting, shall have all of the powers and be subject to all of the restrictions upon the Chairman. The Vice-Chairman shall perform such other duties as from time to time may be assigned by the Chairman or by the Board of Directors.
5.6.3 Treasurer of the Corporation. Selected by the Board, the Treasurer of the Corporation shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for monies due and payable to the Corporation and any source whatsoever and deposit all such monies in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these bylaws. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his/her duties in such sum and with such surety or sureties as the Board of Directors shall determine. The cost of the bond shall be paid by the Corporation.
5.6.4 Secretary of the Board of Directors. The Secretary shall (1) keep the minutes of all the meetings of the Board of Directors; (2) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law in general; and (3) perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the Chairman of the Board.
Section 5.7 Annual Meeting. The Board shall hold a stated annual meeting commencing in 2016 at such time and place as designated in the notice thereof. Commencing in 2016 and at every appropriate annual meeting thereafter, the Board shall elect officers of the Board to include the Chairman of the Board, the Vice – Chairman, Treasurer, and Secretary; other assigned business matters may be handled.
Section 5.8 Regular Meetings. A stated semiannual meeting of the Board shall be held. At that meeting, the Board shall address any business as may properly come before the Board. The Board may provide, by resolution, the agenda, and the time and place, either within or without the State of Mississippi, for the holding of additional regular meetings. The Secretary shall give notice to the Directors of the time and place of each regular meeting. These, as may be determined by the Board for expediency and reduction of costs, may be held electronically.
Section 5.9 Special Meetings. Special meetings of the Board may be called by or at the request of the Chairman of the Board, or by a vote of two-thirds (2/3) of the Directors in office. The person or persons authorized to call special meetings of the Board may propose the agenda, and fix any place either within or without the State of Mississippi, as the place for holding any special meeting of the Board. These, as may be determined by the Board for expediency and reduction of costs, may also be held electronically.
Section 5.10 Notice. Notice of any special meeting shall be given at least three (3) days prior thereto by written notice delivered personally, faxed or emailed to each Director. If notice is given by fax or email, such notice shall be deemed to be delivered when the fax is confirmed as received or email is confirmed as a sent message. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting.
Section 5.11 Quorum. A majority of the Board members shall constitute a quorum for the transaction of business at any meeting of the Board.
Section 5.12 Manner of Acting. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board.
Section 5.13 Informal Action. Any action on monetary matters, not already approved in the Annual Budget, that does not exceed an amount of three thousand dollars ($3,000) and/or any other non-monetary action which may be taken at a meeting of the Board may be taken without a meeting if consents in writing, setting forth the action so taken, shall be signed by all of the Directors and included in minutes or filed with the corporate records. Such consents shall have the same effect as a unanimous vote.
Section 5.14 Compensation. No Director shall receive compensation for his/her services; however, any expenses incurred by any Director by reason of his/her duties or responsibilities as such may be paid by the Corporation. Nothing contained herein shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor.
Section 5.15 Resignations. Any Director may resign from the Board at any time by giving written notice to the Chairman or Secretary of the Corporation, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 5.16 Removal. Any Director may be removed as a Director by a vote of at least two-thirds (2/3) of the Directors; however, no Director shall be removed until he/she has first had notice of intent to remove him/her, which notice shall set forth in reasonable detail the reasons for removal, and given an opportunity to be heard with respect to such reasons at a meeting of the Board duly called for such purposes.
Section 5.17 Attendance. In order that each Director may be informed of the corporate affairs and participate in accordance with his/her responsibility, each Director shall attend at least fifty percent (50%) of all the Board meetings. Failure to meet this attendance requirement may be grounds for removal of a Director. A Board member may be replaced if he/she misses two consecutive board meetings.
Section 5.18 Meeting Procedure. The Chairman of the Board, or in his/her absence, the Vice-Chairman, shall preside at meetings of the Board of Directors. The Board of Directors may adopt its own rules of procedure which shall not be inconsistent with these bylaws. If no procedures are adopted, parliamentary procedures as stated in Robert’s Rules of Order will apply.
ARTICLE VI – Board Functions and Structure
Section 6.1 Primary Function. As stated in the Constitution Article V, the primary function of the Board is to serve as the governing body of BSCLN regarding all corporate matters concerning the mission, resources, administration and strategies of the BSCLN.
Section 6.2 Final Authority on Core Beliefs and Values. For the purposes of the BSCLN’s faith, doctrine, practice, policy, and discipline, as expressed in Article III of the Constitution, the Board of Directors are the final interpretive authority on the Bible’s meaning and application.
Section 6.2 Board Structure. In addition to its Officers, the Board may, by resolution approved by a majority of the whole Board, establish one or more groups, teams, committees, or individuals in order to meet its assigned functions and duties. Such persons shall be appointed by the Board. Each such membership is to include one (1) Director. The name and assignment of each group is to be determined by resolution adopted by the Board; each shall keep regular minutes of its proceedings and report the same to the Board as and when required.
Section 6.3 Board Functions and Duties. The Board is to address and execute effectively each of the following functions and duties:
6.3.1 Corporate Officers, Legal, Constitution, and Bylaws. The Board will conduct, manage, and control the affairs and business of the Corporation. It will be guided by the Constitution and Bylaws and exercise all of the powers, duties, and authorities so granted by these documents and according to the laws applicable to Nonprofit Religious Corporations under the laws of the state of Mississippi and other applicable law. The Board will cause to be kept a complete record of all of their minutes and acts of the proceedings of the Board. Further, a complete record of information important to both the legacy organizations and the on-going development of the BSCLN must be properly maintained in an orderly fashion. A full statement of the Corporation’s proceedings and a detailed statement of financial accounts showing both the assets and liabilities, and generally the condition of its affairs must be presented annually in a written report available to registered members and to the Corporation’s donors. All books and records of the Corporation may be inspected by any Director or Officer, or their agent or attorney, for any proper purpose at any reasonable time. The Board will provide for the supervising of all officers, agents, and employees of the Corporation and will see that their duties are properly performed.
6.3.2 Executive Director: Election and Assignment. The Board will search for and employ as either a direct or contract employee as an Executive Director to carry out the duties described within the position description. See Executive Director in Article VII.
6.3.3 Strategic Objectives, Structures and Operating Policies and Procedures. The Board working with the Executive Director, the Director of Development and others as the Board chooses, will oversee the development of the objectives, strategies, structure and programs to continue the growth, the depth, and breadth of the reach of the mission of the BSCLN.
6.3.4 Financial, Budgeting, and Audit. The Board, working closely with the Treasurer, will oversee the financial concerns of the Corporation. They will follow sound business and financial practices consistent with Non-Profit Christian Corporations. An annual plan for the allocation and expenditure of funds (Budget) will be developed to provide the funds for the operation, strategies and ministries of the Corporation. An annual internal audit will be performed of the Corporation’s financial records. When there is a change in the individual serving as Treasurer, a CPA or an external firm of good reputation will be selected to perform an external audit of the Corporation’s financial records.
6.3.5 Financial Development and Funding. This function shall give oversight and direction to all efforts of seeking financial support. Attention shall primarily be given to, but not limited to, four areas: annual campaign, major donors, foundations and general fundraising activities. The Board, in consultation with the Executive Director, may employ or contract a Director of Development to provide leadership for this function.
ARTICLE VII – Executive Director
Section 7.1 Function and Responsibilities. As stated in Article VI of the Constitution, the Executive Director shall give planning, coordination, and oversight to the total ministry operation of the BSCLN. In addition to the corporate relationship to the Board, the Executive Director serves as the primary leadership position for fulfilling the mission and ministry functions of the BSCLN. The Executive Director has the assigned authority for the process, planning, assigning, and resourcing of these ministry objectives and assignments; and to change the structure, teams, and resources as needed to accomplish these assignments. Changes in any of these areas during the Corporation’s year may need Board approval for funding if not covered under that year’s Budget. Changes will also be reflected in the strategies and budgeting planning for the following year. The Executive Director’s position description and expectations are further described in a separate stand-alone document.
Section 7.2 Personnel and Staff Employment and Policies. The Executive Director Board will develop and maintain position descriptions, qualifications and requirements for each position established and approved by the Board. These positions may be full or part-time and/or either a direct or contract employee.
Section 7.3 Qualifications. The Executive Director shall be well respected as a leader who is a member in good standing with their local evangelical church, with beliefs in accordance with this organization’s Core Beliefs and Values (Constitution Article IV) and have a recognized heart and passion for the mission, purposes and ministries of the BSCLN.
Section 7.4 Vacancy. Should a vacancy arise in the Executive Director’s position, the Board of Directors will convene as quickly as possible to appoint an Interim Executive Director so that the work of the BSCLN can continue uninterrupted. The qualifications of the Interim Executive Director shall be the same as listed in Section 7.3. The Board will then begin the process to select a permanent replacement.
ARTICLE VIII – Ministry Structure and Objectives
Section 8.1 Ministry Structure. The Executive Director may, at any time deemed necessary, select and appoint from the registered membership individuals, teams and or committees in order to encourage, advocate for, or strengthen the leadership and membership of the smaller membership church and/or the bivocational staff and to further enhance the effectiveness of the BSCLN. The Executive Director may also add staff (either on a temporary or permanent status). All paid positions will need to be approved by the Board. The Executive Director should keep the Chairman of the Board current with committee appointments.
Section 8.1 Ministry Objectives. To achieve the essential work and ministry of the BSCLN as defined in Article I of these Bylaws, the following overarching objectives are set forth:
8.1.1 Expand Services offered to the churches. The BSCLN will dedicate its human and material resources to continually advance, enlarge, and revitalize the pastors, leaders and congregations of its primary constituency.
8.1.2 Strengthen and Enlarge the BSCLN. Every strategic component of the BSCLN will continually be structured to provide the most effective delivery system to provide the necessary resources to advance an ever increasing number of smaller church ministries.
8.1.3 Developing and Maintaining a National Strategy. Seek to enlist others who are in agreement with the values and ministries of this Corporation to develop and maintain a comprehensive national, user friendly delivery system including print, electronic and social media tools, to more effectively extend the ministries and outreach of the BSCLN.
8.1.4 Securing Financial Resources. Develop, trial and implement strategic initiatives to reach out to members, friends, churches, partners and major donor individuals and/or institutions to stand financially in support of the ministries of the BSCLN.
8.1.5 Changing Functions. As stated in Article VII, Section 7.1 the Executive Director has the authority to change/adapt the structure, teams, and resources to respond to developing ministry needs and opportunities should they change at any time.
ARTICLE IX – Contracts, Loans, Checks, and Deposits
Section 9.1 Contracts. The Board may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instruments in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
Section 9.2 Loans. No loans shall be contracted on behalf of the Corporation, and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances.
Section 9.3 Checks, Drafts, Orders, Etc. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents, of the Corporation and in such manner as shall from time to time be determined by resolution of the Board.
Section 9.4 Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board may select.
Section 9.5 Gifts. Any Director or officer may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purposes of or for any special purpose of the Corporation.
Section 9.6 Charitable Contributions. No officer shall make charitable contributions in the name of, from the funds of, or on behalf of the Corporation without prior authorization by the Board.
ARTICLE X – Fiscal Year
The fiscal year of the Corporation shall begin January 1st through December 31st of each year and shall comply accordingly with required legal and business regulations.
ARTICLE XI – Waiver of Notice
Whenever any notice is required to be given under the provisions of these bylaws, or under the provisions of the Articles of Incorporation, or under the provisions of the corporate laws of the State of Mississippi, waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, it shall be deemed equivalent to the giving of such notice.
ARTICLE XII – Indemnification
Each person who is or was a Director or Officer of the Corporation, whether elected or appointed, and each person who is or was serving at the request of the Corporation as a Director or Officer of another Corporation, whether elected or appointed, including the heirs, executors, administrators, or estate of any such person, shall be indemnified by the Corporation to the full amount against any liability, and the reasonable cost or expense (including attorney fees, monetary or other judgments, fines, excise taxes, or penalties and amounts paid or to be paid in settlement) incurred by such person in such person’s capacity as a Director, Officer, or Employee or arising out of such person’s status as a Director, Officer, or Employee; provided, however, no such person shall be indemnified against any liability, cost, or expense incurred in connection with any action, suit, or proceeding in which such person shall have been adjudged liable on the basis that personal benefit was improperly received by such person, or if such person has been adjudged liable due to fraud, bad faith, malfeasance, willful misconduct, or gross negligence, or if such indemnification would be prohibited by law. Such right of indemnification shall be a contract right and reasonable expenses incurred in defending any threatened or pending action, suit, or proceeding in advance of its final disposition; provided, however, that such advance payment of expenses shall be made only after delivery to the Corporation of an undertaking by or on behalf of such person to repay all amounts so advanced if it shall be determined that such person is not entitled to such indemnification. Any repeal or modification of this article shall not affect any rights or obligations then existing. If any indemnification payment required by this article is not paid by the Corporation within ninety (90) days after a written claim has been received by the Corporation, the Director, Officer, or Employee may at any time thereafter bring suit against the Corporation to recover the unpaid amount and, if successful in whole or in part, such person shall be entitled to be paid also the expense of prosecuting such claim. The Corporation may maintain insurance, at its own expense, to protect itself and any such person against any such liability, cost, or expense, whether or not the Corporation would have the power to indemnify such person against such liability, cost, or expense under this article, but it shall not be obligated to do so. The indemnification provided by this article shall not be deemed exclusive of any other rights which those seeking indemnification may have or hereafter acquire under any bylaw, agreement, statute, vote of Board of Directors, or otherwise. If this article or any portion thereof shall be invalidated on any ground by the court or competent jurisdiction, then the Corporation shall nevertheless indemnify each such person to the full extent permitted by any applicable portion of this article that shall not have been invalidated or by any other applicable law.
ARTICLE XIII – Conflicts of Interest
Section 13.1 Duty to Disclose. Any interested party must disclose the existence of financial or any other tangible interest along with material facts to the Board of Directors.
Section 13.2 Validation of Contracts. No contract or transaction between the Corporation and one or more of its Directors or Officers, or between the Corporation and any other Corporation, partnership, association, or other organization in which one or more of its Directors or Officers are Directors or Officers of the other corporation, or have a direct or indirect interest as provided for under the laws of the State of Mississippi shall be void or voidable solely for this reason or solely because the Director or Officer is present at or participates in the meeting of the Board which authorizes, approves, or ratifies the contract or transaction or solely because his/her or their votes are counted for such purpose if:
A. The material facts as to his/her interest and as to the contract or transaction are disclosed or are known to the Board and the Board in good faith authorizes, approves, or ratifies the contract or transaction by a vote sufficient for such purposes without the interested party or parties being present for the vote; or
B. The contract or transaction is fair as to the Corporation as of the time it is authorized, approved, or ratified by the Board.
Section 13.3 Quorum. Interested Director may be counted in determining the presence of a quorum at a meeting of the Board which authorized, approved, or ratified the contract or transaction.
Section 13.4 Code of Ethics. The Board may from time to time adopt guidelines, rules, or policies concerning ethical standards and standards governing conflicts of interest for Directors, Officers, and Employees of the Corporation.
Section 13.5 No Private Inurement. No Director or Officer of the Corporation or any private individual shall be entitled to share in the net earnings of the Corporation or in the distribution of any of the corporate assets on dissolution.
ARTICLE XIV – Miscellaneous
Section 14.1 Standard Operation Procedures. This operation will not have or issue shares of stock. No dividend will be paid, and no part of the income of this Corporation will be distributed to its Directors or Officers. However, the Corporation may pay compensation in a reasonable amount to Directors and Officers for certain professional services rendered.
Section 14.2 Loans to Management. This Corporation will make no loans to any of its Directors or officers.
Section 14.3 Restrictions on Operation.
A. No Director or incorporator of this Corporation may have any vested right, interest, or privilege of, in, or to the assets, functions, affairs, or franchises of the Corporation, or any right, interest, or privilege which may be transferrable or inheritable, or which will continue if it ceases operation, or while it is not in good standing.
B. Expelled Directors shall have no property rights.
C. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its Directors, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the Corporation shall be the carrying of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the Corporation shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.
D. On dissolution after either (1) the payment of discharge of all liabilities of the Corporation and expense related thereto; (2) the return, transfer, or conveyances of assets held on conditions requiring the same in the event of dissolution or liquidation; and/or (3) the transfer or conveyance of assets received and held subject to limitations permitting their use only for charitable, educational, or similar purposes, provided such entity qualifies as exempt charitable organization for Federal Income Tax purposes under Section 501(c)(3) of Internal Revenue Code, assets remaining shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.
E. To the extent permitted by law, the Directors of this Corporation may authorize secured transactions or other dispositions of Corporation assets.
F. The Corporation shall follow the laws of Mississippi to avoid liability for excise taxes to satisfy IRS code 508(e).
G. The Corporation will file the necessary documents to allow the solicitation of contributions as regarded by any State.
ARTICLE XV – Amendments
Section 15.1 Amendment of Articles of Incorporation. The power to alter, amend, or repeal the Articles of Incorporation of this Corporation is vested in the Board of Directors. Such action must be taken pursuant to a resolution recommended by the Board of Directors and approved by a majority of the Board members present at the time of consideration. Such amendments will be reported to BSCLN Registered Members and recorded as needed with any other parties.
Section 15.2 Modification of Bylaws. The power to alter, amend, or repeal these Bylaws, or to adopt new bylaws, insofar as is allowed by law, is vested in the Board of Directors. Those who are serving the Corporation in any role, as assigned by the Board of Directors, or the Executive Director or who are Registered Members may make a recommendation regarding an amendment to these Bylaws to the Board. The Board of Directors must give consideration of the proposed amendment at its next regularly scheduled meeting. They must give notice to the submitter as to the outcome of their consideration. If the proposed amendment goes forward, it must be voted on at the next scheduled meeting following its initial consideration. The proposed amendment must then be passed by a two-thirds (2/3) majority of the Board of Directors. If it passes, the Chairman of the Board will issue a directive to execute the action requested amendment.
This Constitution and Bylaws, as one complete document, is recommended by the Constitution Revision Team as appointed for that sole purpose by the BSCLN Coordinating Council at its August 2014 meeting. Members: Joyce Byrd, Lester Evans, Tom Echols and Vernon Beachum, Chairman. Upon approval, this document shall replace and supersede any and all previous Constitutions, along with their amendments and will stand alone as the governing document of the BSCLN.
Vernon E. Beachum Jr. Chairman
(Actual Signature on Original Document filed at the BSCLN Ministry Center)
I HEREBY CERTIFY THAT the foregoing is a true, complete, and correct copy of the Constitution and Bylaws of Bivocational and Small Church Leadership Network, Incorporated, a Mississippi Nonprofit Corporation, as adopted by the Coordinating Council and other members attending a regular business session preceding the 2016 Annual Meeting/Celebration at Hannibal-LaGrange College and under the authority of the Constitution for the Corporation last revised on June 26, 2014.
Larry R Barnes Date 4-12-16
(Actual Signature on Original Document filed at the BSCLN Ministry Center)
For the purpose of initial implementation, the Administrative Team, as previously appointed under the former Constitution of the Corporation dated June 26, 2014, shall serve as The Board of Directors PRO TEM. They shall act judiciously to expedite the election of the Board of Directors. They shall have full authority to accomplish the responsibilities of the Board during this period. The PRO TEM Board of Directors will serve for a minimum of one year. During this period, the Chairman may appoint additional members as necessary from the registered membership. The PRO TEM Board shall maintain a minimum of five and a maximum of seven members during their period of service. In no way shall service on the Administrative Team or any other committee restrict the ability of an individual from being elected to the Board. Approval of the Preceding Bylaws includes approval of this transition process.
Administrative Team Members:
Cliff Woodman – Chairman