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Section 4 By-Laws
Any or all meetings of the Members and Board of Directors of the corporation shall be held wherever it is most convenient for those concerned. An annual meeting shall be held before the close of each year for the purpose of conducting whatever business necessary at that time. At least ten (10) days prior to the date fixed by Section 2 of this Article for the holding of the annual meeting of Members, written notice of the time and place of such meeting shall be mailed, as hereinafter provided, to each member entitled to vote at such meeting. If, for any reason, the annual meeting of the Members shall not be held on the day hereinbefore designated, such meeting may be called and held as a special meeting, and the same proceedings may be had thereat as at an annual meeting, provided however, that the notice of such meeting shall be the same herein required for the annual meeting, namely, not less than a ten (10) day notice. The order of business at the annual meeting of the Members shall be as follows: (a) Roll call, (b) Reading Notice and proof of mailing, (c) Reading of minutes of last preceding meeting, (d) Report of President, (e) Report of Secretary, (f) Report of Treasurer, (g) Election or appointment of Directors, (h) Transaction of other business mentioned in the notice, (i) Adjournment, provided that, in the absence of any objection, the presiding officer may vary the order of business at his discretion. All meetings should follow the stipulations as set forth in Robert's Rules of Order unless otherwise specified and agreed to by the Membership. A special meeting of the Members may be called at any time by the President, or by a majority of the Board of Directors. The method by which such meeting may be called is as follows: upon receipt of a specification in writing setting forth the date and objects of such proposed special meeting, signed by the President, or by a majority of the Board of Directors, the Secretary or an assistant Secretary shall prepare, sign and mail the notices requisite to such meeting. Such notice may be signed by the stamped, typewritten or printed signature of the Secretary. At least ten (10) days prior to the date fixed for the holding of any special meeting of Members, written notice of the time, place and purposes of such meeting shall be mailed, as hereinafter provide, to each member entitled to vote at such meeting. No major business not mentioned in the notice shall be transacted at such meeting, or unless an emergency prevails, or unless new business is approved by Members present. Special meetings of the Board of Directors may be called by the President at any time by means of such written notice by mail of the time, place and purpose thereof to each Director as the President in his direction shall deem sufficient by action taken at any such meeting, shall not be invalidated for want of notice if such notice shall be waived as hereinafter provided. All notices required to be given by any provision of these by-laws shall state the authority pursuant to which they are issued (as, "by order of the President," or "by order of the Board of Directors" as the case may be) and shall bear the written, stamped, typewritten, or printed signature of the Secretary. Every notice shall be deemed duly served when the same has been deposited in the United States mail, with postage fully prepaid, plainly addressed to the addressee at his, her or its last address appearing upon the Membership record of this corporation. Notice of the time, place and purpose of any meeting of the Members or of the Board of Directors, may be waived by telegram, or other writing, either before or after such meeting has been held. A simple majority of those licensed by this corporation who are present and voting either in person or by proxy of Members shall represent a majority of the voting rights of this corporation at a duly called meeting and shall constitute a quorum at any meeting of the Members. A majority of the Directors shall constitute a quorum. Except as may be otherwise provided, each member shall, at every meeting of the Members, be entitled to one vote in person or by proxy upon each subject properly submitted to a vote. A member is one who has paid his annual dues and has a current Membership Card. (See Article VIII) The business, property and affairs of this corporation shall be managed by a Board of Directors composed of not less than four (Indiana State Corporation Law) persons who shall be Members of this corporation. Each Director shall hold office for the term for which he is elected and until his successor is elected and qualified. Qualifications for serving on the Board of Directors are to be licensed by this organization. At the first annual meeting of the Members, the Members of the Board of Directors shall be divided into three classes. The Members of the first class shall hold office for a term of one year; the Members of the second class shall hold office for a term of two years; the Members of the third class shall hold office for a term of three years. At all annual elections thereafter Directors shall be elected by the Members for a term of three years to succeed the Directors whose term then expires; provided that nothing herein shall be construed to prevent the election of a Director to succeed himself. Vacancies in the Board of Directors shall be filled by appointment made by the remaining Directors. Each person appointed to fill a vacancy shall remain a Director until his successor has been elected by the Members, who may make such election at their next annual meeting or at any special meeting duly called for that purpose and held prior thereto. If and when the Directors shall severally or collectively consent in writing to any action to be taken by the corporation, each action shall be as valid corporate action as though it has been authorized at a meeting of the Board of Directors. The Board of Directors shall have power to make and alter any by-law or by-laws, including the fixing and altering of the number of Directors, provided that the board shall not make or alter any by-law or by-laws fixing the qualifications, classifications or term of office of any member or Members of the then existing board. The Board of Directors shall select a President, one or more Vice- Presidents, a Secretary and a Treasurer. No officer except the President need be a member of the board, but a Vice-President who is not a Director shall not succeed to nor fill the office of President. The President of the Board of Directors shall have power to appoint such other officers and agents as may be deemed necessary for transaction of the business of the corporation, such as the Credentials Committee, Conference Committee, Sunday School Director, Missions Director, Publishing Director or any other committees deemed advisable for the carrying out of the business of this corporation. The Conference Committee shall be chosen from among the Membership and given the responsibility to assure designated meetings be held by this corporation for the purpose of carrying on its business. The Credentials Committee shall review and recommend applicant's information by those who seek recognition for licensing by the full Membership based on their application, recommendations and responses to interviews. The Missions Director shall oversee and direct the activities of those Members who go abroad as its representatives. He shall be the collector of funds given by the local assemblies and sent out to the designated recipients. He shall represent the missionaries before the corporation and make certain appeals and provide information about their activities. There shall be a specific Latino Ministries Director appointed by the Chairman to accommodate and to coordinate language and custom differences so that they may be included in this corporation. The Publishing Director shall provide the information concerning literature, music and other necessary materials to the Members and act as clearinghouse for them in ordering these supplies. He shall also be the Sunday School Director. The Chairman may appoint youth camp Directors under the auspices of this corporation. They will plan, operate and oversee the operation of such camps under the direction and with the agreement of the Board of Directors. They shall be appointed by the Chairman and confirmed by the Board of Directors for one-year terms. The Chairman may appoint certain other committees to carry out the will of the Membership and to report back to them about certain aspects of the business of this corporation. Any position of leadership so appointed must carry some category of ministerial license with this corporation. A minister who has served the corporation well over a number of years and has been recognized to have contributed much to its furtherance may be recognized by the Chairman as having "Emeritus Status". The Board of Directors may also confirm the Chairman's action and revere his position with them. He may advise, confer, discuss and direct his opinions to the matters before the Board. However, he does not have a vote in the final decisions made by the Board. He may always be considered a member of this corporation without being assessed dues or other charges in his lifetime. Any officer or agent may be removed by the Board of Directors whenever in the judgment of the board the business interests of the corporation will be served thereby. The board shall have power to fill any vacancy in any office occurring from any reason whatsoever. For any reason deemed sufficient by the Board of Directors, whether occasioned by absence or otherwise, the board may delegate all or any of the powers and duties of any officer to any other officer or Director, but no officer or Director shall execute, acknowledge or verify any instrument in more than one capacity. The Board of Directors may require any officer or agent to file with the corporation a satisfactory bond conditioned for faithful performance of his duties. The President shall be selected by, and from the Membership of, the Board of Directors. He shall be the chief executive officer of the corporation. He shall preside over all meetings of the board and of the Members. He shall have central and active management of the business of the corporation and shall see that all orders and resolutions of the board are carried into effect. He shall be ex officio a member of all standing committees and shall have the general powers and duties of supervision and management usually vested in the office of President of a corporation. At least one Vice-President shall be chosen from the Membership of the board. Such Vice-Presidents as are Board Members, in the order of their seniority, shall perform the duties and exercise the powers of the President during the absence or disability of the President. The Secretary shall attend all meetings of the Members and of the Board of Directors, and shall preserve in books of the corporation true minutes of the proceedings of all such meetings. He shall safely keep in his custody the seal of the corporation and shall have authority to affix the same to all instruments where its use is required. He shall give all notices required by statute, by-law or resolution. He shall perform such other duties as may be delegated to him by the Board of Directors. The Treasurer shall have custody of all corporate funds and securities and shall keep in books belonging to the corporation full and accurate accounts of all receipts and disbursements; he shall deposit all moneys, securities, and other valuable effects in the name of the corporation in such depositories as may be designated for that purpose by the Board of Directors. He shall disburse funds of the corporation as may be ordered by the board, taking proper vouchers for such disbursements, and shall render to the President and Directors at the regular meetings of the board, and whenever requested by them, an account of all his transactions as Treasurer and of the financial condition of the corporation. If required by the board he shall deliver to the President of the corporation, and shall keep in force, a bond in form, and amount and with a surety or sureties satisfactory to the board, conditioned for faithful performance of the duties of his office, and for restoration to the corporation in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and property of whatever kind in his possession or under his control belonging to the corporation. All checks, drafts and orders for payment of money shall be signed in the name of the corporation and shall be countersigned, by such officers or agents as the Board of Directors shall from time to time designate for that purpose. All checks shall be made payable to the authorized entity and may not be paid to any other party. When the execution of any contract, conveyance or other instrument has been authorized without specification of the executing officers, the President, or any Vice-President, and the Secretary, may execute the same in the name and behalf of this corporation and may affix the corporate seal thereto. The Board of Directors shall have power to designate the officers and agents who shall have authority to execute any instrument in behalf of this corporation. Any person desiring Membership in this corporation may obtain an Application for Credentials (see next page) from the Secretary or any member. After, at least, two written recommendations are received, the Credentials Committee will have the power to accept or reject the applicant. There shall be three general categories of licensing recognized within this corporation. The first is called a "local license." This license is issued to the novice or beginner, who will study the ministry and its administration under the tutelage and direction of the local pastor. The second is called a "general license." Under this category, the person is authorized by this corporation to represent it as an authorized minister to a local congregation or as an associate to their local pastor. This person is advanced enough to carry on an independent ministry but requires supervision of another ordained minister. The third category is that of an "ordained minister." This recognition is given to a pastor of a local assembly, or missionary evangelist, who is responsible for its livelihood, who performs weddings and funerals, who administers communion and baptisms, who has authority to recognize Members or perform infant dedications in the local assembly. This category requires official recognition of a minister as a seasoned, trained experienced minister. Moving from local license to general license is determined by the local pastor under whom the local licensee works. Moving from general license to ordination is also under the pastor's discretion but must meet with the standards and gain the approval of the Credentials Committee. There can be public recognition for all three of these categories. However, ordination is to be performed by the official Credentials Committee or their designees. None of these categories require a college education but it is highly recommended. This Credentials Committee has the authority to recognize the status of an applicant who has been previously recognized by another organization. Each of these categories will receive specific duties, responsibilities and requirements from their local assembly's Membership. Each member and the congregation they represent are autonomous and will not be directed by this organization. All ministers and their churches are under this corporation's umbrella recognition by the Federal government for non-profit status. The dues of all the Members shall be designated by the Board of Directors and the vote of the Membership and shall be payable annually on the first day of January of each year. Any member in default in payment of dues shall be ipso facto suspended from all privileges of Membership, and if, after notice, such default be not cured within a period of ninety days, the Membership of such member shall automatically cease and terminate. (Current Membership on following page) Any member may be removed from Membership by a majority vote of the Members present at any annual meeting or at any social meeting of the Members called for that purpose, for conduct deemed prejudicial to this corporation, provided, that such member shall have first been served with written notice of the accusations against him, and shall have been given an opportunity to produce his witnesses, if any, and to be heard, at the meeting at which such a vote is taken. This corporation does not discriminate against anyone seeking Membership based on their lawful age, race, color, sex, disability or national origin. They must agree with the criteria beliefs stated in the Articles of Faith and the review of the Credentials Committee. This corporation reserves the right to exclude those who have certain criminal or unethical, moral or other behavioral traits that would disqualify them from being fit representatives of the principles and purposes of this corporation. These by-laws may be amended, altered, changed, added to or repealed by the affirmative vote of a majority of the Members entitled to vote at any regular or special meeting of the Members if notice of the proposed amendment, alteration, change, addition, or repeal be contained in the notice of the meeting, or by the affirmative vote of a majority of the Board of Directors if the amendment, alteration, change, addition or repeal be proposed at a regular or special meeting of the board and adopted at a subsequent regular meeting; provided, that any by-laws made by the affirmative vote of a majority of the Board of Directors as provided herein may be amended, altered, changed, added to or repealed by the affirmative vote of a majority of the Members entitled to vote at any regular or special meeting of the Members; also provided, however, that no change of the date for the annual meeting of Members shall be made within thirty days next before the day on which such meeting is to be held, unless consented to in writing, or by a resolution adopted at a meeting, by all Members entitled to vote at the annual meeting. The above amendment was adopted in the following manner and by the following vote, that is to say: The Board of Directors of said corporation, at a duly called (or regular meeting) of said board held on December 31, 1962 at Decatur, Illinois adopted the following resolution of Articles of Amendment of the Articles of Incorporation of said corporation: Resolved that upon a resolution of the Board of Directors to dissolve the corporation, as provided by the laws of the State of Indiana, any monies or properties remaining after all amounts designated in this section shall have been paid, shall escreat to the State of Indiana, and be paid into the General Treasury of the State of Indiana, by the payment thereof to the Treasurer of State who shall issue his receipts to the corporation as provided for by the Acts of 1935, State of Indiana, chapter 157; 1947, chapter 79, 1951, chapter 130. NOTE: It is the will of the Members of this corporation that all property, items of value and real estate be sold, distributed or given to a member church or an organization of similar like faith before dissolution occurs. Filed March 16, 1960 recorded on Volume 31 Page 313 & 314, by John R. Walsh, Secretary of State, Indianapolis, IN The undersigned, being three or more natural persons of lawful age, at least a majority of whom are citizens of the United States, do hereby adopt the following Articles of Incorporation, representing beforehand to the Secretary of State of Indiana and all persons whom it may concern, that a Membership list of the above named corporation for which certificate of incorporation is hereby applied for, have here to fore have been opened in accordance with law and that at least three (3) persons have signed such Membership list. Be it further remembered that the following Articles of Incorporation and all matters heretofore be done are in accordance with "An act concerning domestic and foreign corporations not for profit, providing for fees, providing penalties for the violation thereof and repealing certain law" approved March 7, 1935, and all act amendatory thereof and supplement thereto. 1. The name of the corporation shall be BETHEL BAPTIST ASSEMBLY, Inc. [Article of Amendment filed April 15, 1969 changing corporate name to be known as Bethel Ministerial Association, Inc.] 2. The purpose or purposes for which it is formed are as follows: To establish or assist in the establishment of sanctuaries of religious worship with provisions for religious instruction, education and cultural and social activities; and to promote and hold such religious, cultural and social organizations and activities and to print literature and to use any and all known means and methods in order to propagate the Gospel of the Lord Jesus Christ, consistent with the Articles of Faith of the Bethel Baptist Assembly, Inc. To buy, acquire, own, hold, use, manage, operate, lease, mortgage, pledge, sell, convey or otherwise dispose of property, real, personal or mixed, tangible or intangible, in connection with the carrying out the purposes aforesaid and without any pecuniary remuneration resulting there from to its Members as such. To borrow money or buy real estate and to issue, sell or pledge its obligations and evidences of indebtedness and to mortgage or pledge its real estate or its other properties to secure the payment thereof. To adopt a constitution and by-laws for the government and regulation of its affairs. 3. The period in which it is to continue as a corporation is perpetual years. 4. The post office address of its principle office is 705 Main Street, Vanderburgh County, Evansville, IN. (Amended in 1997 to 7055 S. Manker, Marion County, Indianapolis, IN 46227) 5. The resident agent is Richard R. Schwambach. [Amended to W.B. Badger. Amended in 1997 to Don G. Matthews] 6. The post office address of its resident agent is 705 Main Street, Vanderburgh County, Evansville, IN. [Amended in 1997 to 7055 S. Manker, Marion County, Indianapolis, IN 46227] 7. If the Memberships are to be divided into classes the designations of the different classes and a statement of the relative rights, preferences, limitations and restrictions of each class, together with a statement as to the voting rights of any such class: This religious body will welcome into its Membership all who desire to unite in a common effort toward the achievement of its aims and purposes, as is more fully set out in its Articles of Faith. b. All Members shall be of one class and shall have equal rights. 8. The number of Directors of this corporation shall be four. (Later amended to include the Bethel Youth Camp Trustees for a total of nine.) (This must be an exact number and cannot be stated in the alternative) 9. The names and addresses of the first Board of Directors are as follows: D.C. Etnier, RR 1, Macon County, Decatur, IL W.B. Badger, 511 W. Cedar, McLean County, Leroy, IL I.E. Wilson, Box 144, Spencer County, Hatfield, IN R.R. Schwambach, 935 E. Mulberry, Vanderburgh County, Evansville, IN 10. The names of the incorporators are: (same as above) 11. A statement of the property and an estimate of the value thereof, to be taken over by this corporation at or upon its corporation: NONE 12. Any other provisions consistent with the laws of this state for the regulation and conduct of the affairs of this corporation and creating, defining, limiting or regulating the powers of this corporation, of the Directors or of the Members or any class or classes of Members: In addition to the purpose and activities herein above named or by statute expressly conferred, the Membership will set for themselves or by and through their duly elected and appointed officials and the corporation is hereby authorized to exercise all such powers and to all such acts and things as may be exercised or done by a church or religious society or religious organization incorporated, organized and existing under the provisions of the Acts of the Indiana General Assembly of 1943, together with all amendments thereof and supplements thereof for the purpose of carrying into effect the aims and purposes of this Corporation. The Board of Trustees (Board of Directors) herein named on page c, no 9, who are to manage the business concerns of the Corporation shall serve until their successors are duly elected and qualified. Succeeding Board of Trustees shall be elected by a majority of the Membership of this organization in accordance with its Articles of Faith. All other officers of the Corporation shall be appointed by the Chairman and shall serve until their successors are appointed. SIGNED: D.C. Etnier, W. Bruce Badger, and R.R. Schwambach acknowledged the execution of the foregoing Articles of Incorporation. State of Indiana, County of Vanderburgh "Witness my hand and notarized seal this 16th day of March, 1960: Joan Ewart, Notary Public." Return to Manual DaveM3333@aol.com
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