Bylaws

3/25/2009
BYLAWS OF THE BAPTIST ASSOCIATION OF CHRISTIAN EDUCATORS  

ARTICLE 1
NAME
The name of the organization shall be Baptist Association of Christian Educators.

ARTICLE 2
OFFICES
The principal office of the corporation in the state of Tennessee shall be located in the City of Nashville, County of Davidson. The corporation may have such other offices, either within or without the State of Tennessee, as the Board of Directors may designate or as the business of the corporation may from time to time require.

ARTICLE 3
PURPOSE
This organization is a global network that assists practitioners responsible for helping others grow in Christ

ARTICLE 4
MEMBERS
4.1 Membership and Dues. The membership shall consist of Baptists and other persons involved vocationally in a ministry of making Christian disciples. Categories of membership and membership dues shall be determined by the Association upon recommendation of the Board of Directors. Honorary membership is awarded to those individuals recommended by the Board of Directors and to those presented the Distinguished Leadership Award. Membership shall be forfeited for nonpayment of dues for two consecutive years. Notice of loss of membership shall be given the member no later than ninety (90) days prior to the Annual Meeting.

4.2 Annual Meeting. The date and location of the Annual Meeting of the Association shall be selected by the Board of Directors in consultation with the Executive Director. A minimum of one and one-half days should be held.

4.3 Called Meetings.  A meeting of the association can be called by 2/3 of the Board of Directors, or by written petition of 10 percent of the active membership.   Such a petition will be directed to the Board secretary, who will verify the authenticity of the petition.  If the petition is deemed to be valid, the secretary will call the special session.   

4.4 Notices of Meetings. Notice of a meeting’s date, hour and location will be provided to the membership as soon as possible. In the case of a special called meeting, the purpose, or purposes of the meeting will be stated. Notice of a special meeting shall be given not less than fourteen (14) days nor more than ninety (90) days prior to the meeting.   If mailed, any notice shall be deemed given when deposited in the United States mail, postage prepaid and addressed to the member at the address as it appears on the records of the corporation. Electronic communication of such information shall be considered in compliance with this article, if such electronic communication is acknowledged by the recipient in like manner.

4.5 Members Entitled to Notice. Those entitled to notice of an annual or special meeting, will be those members of the association who appear on the membership roster ninety (90) calendar days before the date of the meeting, as certified by the secretary. 

4.6 List of Members Entitled to Vote. A list of members entitled to vote at a meeting, certified by the Secretary, shall be open for inspection at any meeting of members. If the right to vote at any meeting is challenged, the person presiding may rely on such list as evidence of the right of the persons challenged to vote as such meeting.

4.7 Quorum. Members present and voting during the Annual Meeting, or a special called meeting shall constitute a quorum. 

4.8 Proxies. All members must be present to vote at any meeting of the members. No proxies shall be permitted.


ARTICLE 5
BOARD OF DIRECTORS
5.1 Responsibility. The affairs of the corporation shall be managed by the Board of Directors, each of whom shall be of legal age. The Directors shall study and make recommendations regarding major decisions relative to the purpose, policies, and activities of the Association. The Board shall report to the Association at each annual session.

5.2 Membership of the Board.  The Board of Directors shall consist of 14 persons.   One director will be selected to serve a rotating four year term, from each of the following Liaison Groups:  State Education Leadership, Boards and Entities, Colleges and Seminaries, local Baptist Associations, International and Other Denominational Groups, Large Church Educators, Medium Church Educators, Smaller Church Educators and New Educators. Three Directors will be elected at large, serving rotating four year terms.. The Treasurer of the Board and the Executive Director are voting members of the Board, serve at the pleasure of the Board, and are not subject term limits.

5.3. Election:  The Board will be elected by the membership during the business session of the Annual Meeting.

5.4 Term of Service.  Terms begin at the conclusion of the Annual Meeting in which the Board member is elected and continues through the Annual Meeting in which the member’s successor is elected.  Following completion of any term of Board service, a one year period shall intervene before a person may serve on the Board again.

5.5 Removal from Office: A Board member may be removed by a 2/3 vote at any scheduled Board meeting, or at any special meeting called for that purpose. Following a Board member’s removal, the membership of the association will be informed of the decision as soon as practical.  The reasons for removal should be stated to the membership, unless it is determined by the Board that disclosure could cause personal harm to the one removed. 
 
5.6 Vacated Board Positions:  Should a position on the Board become vacant by resignation, removal, or death, the Board shall choose someone to serve the unexpired term.  The person who serves an unexpired term will be eligible immediately for election following the unexpired term.

5.7 Executive Director. An Executive Director may be employed by the Association upon the recommendation of the Board of Directors to coordinate planning and support services of the organization. The Executive Director shall exercise general supervision over and control the day to day affairs of the corporation and shall have such other powers and duties as may be prescribed by the Board of Directors. If required by the Board, the Executive Director shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors may determine.  The Executive Director shall be an ex-officio member of all committees.

5.8 Officers. The Board shall annually elect from its ranks the following Officers: Chairperson, Vice Chairperson, and Secretary.

5.9 Chairperson. The Chairperson, when present, shall preside at all meetings of the Board of Directors. He or she shall exercise general supervision over the business affairs of the corporation, shall see that all orders and resolutions of the Board are carried into effect, and shall be an ex officio member of any associational committee. The Chairperson may sign with the Secretary any deeds, mortgages, bonds, or other instruments and any contracts or documents made, executed and delivered in the ordinary course of business, or which the Board of Directors has authorized to be executed, except in cases where the signing and the execution thereof shall be expressly delegated by the Board of Directors or these By-Laws to some other Officer or agent of the corporation, or shall be required by law to be otherwise signed or executed. The Chairperson shall perform any other duties which may be prescribed by the Board of Directors from time to time.

5.10 Vice Chairperson. The Vice Chairperson shall assist the Chairperson and the Executive Director in the management of the affairs of the corporation and shall also perform such other duties as may from time to time be assigned by the Chairperson or Board of Directors. In the absence of the Chairperson, or in the event of his or her death or inability to act, the Vice Chairperson shall perform the duties of the Chairperson, and, when so acting, shall have all the powers of and be subject to all the restrictions upon the Chairperson.

5.11 Secretary. The Secretary shall prepare minutes of the proceedings of the Board of Directors, and meetings of the Association. The Secretary will assure that notices are duly given in accordance with these By-Laws or as required by law; be custodian of and shall authenticate the corporate records; keep a register of the post office addresses of each director and officer; and in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned by the Chairperson of the Board.  After each annual session, the Secretary shall secure and transfer to the E. C. Dargan Research Library copies of the program, pictures of the Officers and of special events pertaining to the Annual Meeting, news releases about the Annual Meeting, copies of special actions that might have been taken during the meeting, and other materials pertaining to the organization

5.12  Treasurer. The Treasurer shall handle the financial dealings of the association, and shall prepare a report for
each Board meeting and the Annual Meeting of the association.  The Treasurer shall be authorized to sign checks and transfer funds on all accounts. If required by the Board, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors may determine.

5.13  Liaisons to Affinity Groups. Each Liaison shall work to improve relationships and strengthen membership in the areas designated by the title of their position.  There shall be a Liaison for each of the following areas:  State Education Leaders, Boards and Agencies, Colleges and Seminaries, Associations, International and Other Denominational Groups, Small Church Educators, Medium Church Educators, Large Church Educators and New Educators.  Each Liaison will choose at least four persons from the current membership to assist them in building relationships and enhancing membership in the association.  Specifications for inclusion in each liaison group will be determined by the Board

ARTICLE 6

MEETINGS OF THE ASSOCIATION
6.1  Special Meetings. Special meetings of the Board of Directors may be called by the Chairperson of the Board, or by one-third of the Directors. The person or persons authorized to call special meetings of the Board of Directors may select any place, either within or without the state of Tennessee, as a place for holding any special meeting of the Board of Directors.  

6.2  Notice. Notice of any special meeting shall be given at least fourteen (14) days before the date of such meeting by written notice delivered personally, by mail, by telephone to each Director at his or her business address. Electronic communication of such information shall be considered in compliance with this article, if such electronic communication is acknowledged by the recipient in like manner.   Except as provided by these By-Laws, neither the business to be transacted, nor the purpose of any special or regular meeting of the Board of Directors need be specified in the notice of such meeting.

6.3  Notice of Special Actions. Any meeting of the Board of Directors at which one or more of the following actions shall be taken must be preceded by fourteen (14) days’ written notice to each Director that the matter will be voted upon, unless notice is waived. Actions requiring such notice are: removal of a director; amendment or restatement of the Charter; amendment of the by-laws; approval of a plan of merger; sale of all or substantially all of the corporation’s assets; and dissolution of the corporation.

6.4  Conference Meetings. The Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can simultaneously hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting. The Directors or committee members shall be promptly furnished a copy of the minutes of such conference meeting.

6.5  Quorum and Voting. A majority of the Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.  When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any of those present. A meeting may be adjourned despite the lack of a quorum. The vote of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless a greater vote is specifically required by the Charter or these by-laws.

6.6  Records. The Board of Directors shall keep a record of all their proceedings and these records and the principal books of the corporation shall be kept at the principal office of the corporation, with necessary books and records being kept at such place or places as the Board of Directors may from time to time determine. All of these books and records shall be subject to the inspection of any Director at any reasonable time.


ARTICLE 7
COMMITTEES OF THE ASSOCIATION
7.1 The Board will appoint such committees as it deems necessary for the functioning of the Association. Board Committees may include members of the Association not currently serving as Directors.

7.2 Program Committee. The Program Committee shall be composed of five members appointed by the Chairperson, two of which will be members of the current Board. The chairperson appoints the chairperson of the Program Committee. These persons shall make plans for the annual session, keeping in mind the varied needs and interests represented in the membership.

7.3 Nominating Committee. The Nominating Committee shall be composed of five members appointed by the Chairperson, two of which will be members of the current Board.  Members of the committee shall be appointed not less than six months prior to a meeting of the Association. The Chairperson shall designate one committee member to be chairperson. This committee shall select and enlist persons for the Board of Directors. 

7.4 Distinguished Leadership Award Committee. The Association may recognize, at its Annual Meeting, a Baptist Christian educator[s] who has made an outstanding contribution to Christian Education through years of service and a lifelong commitment. The Distinguished Leadership Award Committee, chosen by the Chairperson of the Board, shall be composed of five members each from different Affinity Groups, at least three of which are not current members of the Board. 

ARTICLE 8
ACTION BY WRITTEN CONSENT
8.1 Procedure. Whenever Directors of the corporation are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken and signed by all of the persons entitled to vote thereon.  Electronic communication of such information shall be considered in compliance with this article, if such electronic communication is acknowledged by the recipient in like manner.

ARTICLE 9
WAIVER OF NOTICE
9.1 Procedure. Any notice required to be given to any member or Director of the corporation under these by-laws, the Charter, or the laws of Tennessee may be waived, and a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at nor the purpose of any annual, special, or regular meeting need be specified in the waiver of notice of such meeting.

9.2 Waiver by Attendance. The attendance of a member or Director at any annual, regular, or special meeting shall constitute a waiver of notice of such meeting, except where a member or Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.


ARTICLE 10
CONTRACTS, LOANS, CHECKS, AND DEPOSITS
10.1 Contracts. The Board of Directors may authorize any Officer or Officers, agent or agents, to enter into any contract and to execute and deliver any instrument in the name of and on behalf of the corporation; and such authority may be general or confined to specific instances.

10.2 Loans. No loan shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authority is specifically given by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

10.3 Checks, Drafts, 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 these by-laws or by resolution of the Board of Directors.

10.4 Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

ARTICLE 11
PUBLICATIONS
11.1 Publications. The Board of Directors shall be responsible for determining the number of association publications and distribution plan for each.

ARTICLE 12
FISCAL YEAR
12.1 Fiscal Year:   The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

ARTICLE 13
SEAL
13.1 Form. The Board of Directors may provide a corporate seal. If a seal is provided, it shall be circular in form and shall have inscribed thereon the name of the corporation, the state of incorporation, and the words “corporate seal.”

ARTICLE 14
AMENDMENTS
14.1 Procedure. These by-laws may be amended or repealed, and new Bylaws may be adopted, by the members. An amendment or repeal of the By-Laws shall be approved by two-thirds of the votes cast at a meeting of the members at which a quorum is present. Any meeting at which the Bylaws are amended or repealed must be preceded by a notice given in accordance with Paragraph 4.4 of these Bylaws stating that one of the purposes for which the meeting will be held is to amend or repeal the Bylaws, unless notice is waived. The notice shall be accompanied by a copy or summary of the amendment or state the general nature of the amendment.