Constitution & ByLaws
CONSTITUTION
ARTICLE I - NAME
This body shall be known as the Duck River Association of Missionary Baptists, Inc.
ARTICLE II – Offices
The principal office of the corporation shall be located at 11145 Tullahoma Highway, Tullahoma, TN 37388 in Franklin County, Tennessee. The membership may change the corporation’s principal office as necessary.
ARTICLE III - PURPOSE OF THE ASSOCIATION
Our purpose as a body of churches is to cooperate together
in order to accomplish what cannot be done separately
to strengthen our churches and impact lostness, both locally and globally.
(An expanded explanation of this statement is found in the document:
“The Mission and Vision of the Duck River Baptist Association”.)
ARTICLE IV - MEMBERSHIP
A. The two-fold nature of an Association, and the two-fold sense in which the terms are used, shall be recognized as follows:
1. The group of churches that constitute this common fellowship shall be Southern Baptist Churches that are in harmony and cooperation with the objectives set forth in this Constitution, and shall be in doctrinal harmony with the historic faith and practice of Baptists, substantially as set forth in the Baptist Faith and Message, a statement adopted by the Southern Baptist Convention, June 14, 2000 and consistent with the Bible, God’s Holy Word, which is our authority for faith and practice.
2. The organized body known as the Association, when authoritatively assembled, shall be composed of messengers, also known as members of the corporation, duly elected by the churches and missions and reported by letters from the churches and missions. Such messengers from each church or mission shall be received on the following basis: Five messengers from each church or mission, and one additional messenger for every 25 members over 100 but in no event shall any church or mission have more than twelve messengers. Churches or missions may elect an alternate for each messenger.
B. Baptist churches desiring affiliation with the Association shall petition the Association for membership. The petition shall be referred by the Executive Board to the Associational Leadership Team. The Associational Leadership Team shall report back to the Executive Board within ninety (90) days. The Executive Board shall place the church under watch care for a period of not less than 90 days before said petition shall be presented to the Association at an annual session. Members of such churches are encouraged to freely participate in the programs, activities, and fellowship of the Association, but they have no voting rights and may not serve in any elected position of the Association. A two-thirds majority vote of the messengers present and voting at the annual session in which the church is being considered for full membership shall be required for the reception of a church into the Association.
C. The Association shall have no right or power to exercise ecclesiastical jurisdiction over the churches. It may advise, give counsel, and propose measures, but cannot enforce them upon the churches. However, the Association retains the right to refuse to recognize messengers from any church which departs from the objectives of this body, or which persists in disorderly practices.
ARTICLE V - MEETINGS
A. Annual Session: The Association shall meet annually at such time and place as it shall designate at its preceding annual session.
B. Special: Special meetings of the Association may be called at any time by action of the Executive Board. The member churches shall be notified in writing at least one week before the called meeting. The purpose of the special meetings shall be stated, but other necessary items of business may be transacted.
C. Government: The Association, when convened, shall conduct its business according to parliamentary rules as set forth in Robert's Rules of Order, Revised.
D. Quorum: The messengers (members of the corporation) present at the annual session or a duly called special meeting of the messengers (members of the cooperation) shall constitute a quorum at that meeting.
ARTICLE VI - OFFICERS
A. Election:
The officers of the Association shall be elected annually and shall take office as such immediately preceding adjournment of the annual session at which elected and shall hold office until immediately preceding adjournment of the next annual session.
The officers of the Association are to be nominated by the Nominations Group, approved by the Associational Leadership Team for submission to the Executive Board, approved by the Executive Board and nominated for election by the messengers attending the annual session.
The floor shall be open for additional nominations and if more than one person is nominated for any position, the vote shall be by written ballot. The one receiving a majority of the votes cast shall be elected.
Vacancies that occur are to be filled by the Executive Board of the Association upon nomination, utilizing the process delineated above.
B. Officers Elected Shall Be:
Moderator: The Moderator, also known as the President of the corporation, shall preside over all meetings of the Association with the exception that he may ask the Vice-Moderator to preside at given times. He shall be an ex-officio member of all teams and groups. He shall have the prerogative to refer any issue presented from the floor to the appropriate team or group for study and recommendation. He shall perform such other duties as he may be charged with by the Association.
Vice-Moderator: The Vice-Moderator shall assist the Moderator in all the work, as he may direct, and shall automatically, in the event of his removal by death or otherwise, become Moderator.
Clerk: The Clerk, who shall also be known as the Secretary of the corporation, shall keep a record of the proceedings of the meetings of the annual session and the Executive Board, keep a file of the minutes, and have the minutes printed and distributed.
Treasurer: The Treasurer and Financial Secretary shall keep a full and correct record of all money received and disbursed by them under the instruction of the Association and report same to the
Executive Board each time it meets and annually to the Association. Should a Financial Secretary be employed by the Association to assist the Treasurer (either an individual or accounting firm), they shall be bonded.
Assistant Treasurer: The Assistant Treasurer shall be kept informed of the financial affairs of the Association. In the absence of the Treasurer, he shall be authorized to perform all functions of the Treasurer.
Trustees: The Moderator, the Vice Moderator and the Treasurer shall serve as the Trustees of the Association and these three will also serve as the Directors of the Association. The Trustees shall serve as legal custodians of the property of the Association and shall perform such duties as assigned to them by the Association. In all matters they are subject to the Association.
ARTICLE VII – CORPORATE RECORDS
The corporation shall keep at its principal office minutes of all meetings; adequate and correct books and records of account, including accounts of its properties, assets, liabilities, receipts and disbursements; and a copy of the corporation’s Charter and Constitution and Bylaws as amended to date.
ARTICLE VIII - EXECUTIVE BOARD
A. Membership: The Executive Board of the Association shall be composed of the Moderator, Vice-Moderator, Clerk, Treasurer, Assistant Treasurer, the pastor and one lay member of each of the member churches and missions (the said lay member to be elected by his own church or mission). In addition, members of the Associational Leadership Team and the Director of Missions shall also be members of the Executive Board.
B. Officers: The Officers of the Executive Board shall be the duly elected Moderator, Vice-Moderator, and Clerk of the Association.
C. Authority and Duties: The Executive Board, during the interim between the annual sessions of the Association, shall have all the power of the Association and shall promote all phases of the work of the Association consistent with this Constitution and By-laws and the express actions of the Association.
D. Quorum: The members of the Executive Board present at any regular or special meeting shall constitute a quorum for the transaction of business at that meeting.
E. Meetings:
1. Regular: Regular meetings of the Executive Board shall be held at least four (4) times annually.
2. Special: Special meetings of the Executive Board may be called at any time by the Moderator or any three officers of the Association by giving one week notice thereof to the membership.
ARTICLE IX – DIRECTOR OF MISSIONS
The relationship between the Director of Missions and the Association as well as the responsibilities of the Director of Missions shall be delineated in two documents so named and printed in the Annual Minutes of the Association. These two documents shall be printed in the Annual Minutes immediately following the printed pages relating to the Constitution and By-laws.
ARTICLE X. - BY-LAWS
The Association may adopt such by-laws, not in conflict with the Constitution, as it may deem advisable. These by-laws may be amended at any meeting of the annual session by a two-thirds majority of the messengers present and voting provided the changes have been presented in writing to the Executive Board no later than the Executive Board meeting immediately prior to the annual session.
ARTICLE XI. - AMENDMENT
The Constitution may be amended at any meeting of the annual session of the Association provided notice in writing of the proposed amendment has been presented to the Executive Board no later than the Executive Board meeting immediately prior to the annual session. A two-thirds majority vote of the messengers present and voting shall be required to amend this Constitution.
BY-LAWS
I. COLLECTIONS: No collection of money or pledges for any purpose shall be taken during any annual
session of the Association except by permission granted by a two-thirds majority vote of the messengers present and voting.
II. NOMINATION AND ELECTION PROCESS
A. Nominations Network Group – The Moderator will annually appoint a “Nominations Group”
consisting of three (3) members including the Vice Moderator, one other member of the Associational Leadership Team (ALT) and one at-large member who is not a member of the ALT. The Vice Moderator shall serve as the Nominations Group Leader. The Director of Missions will serve as a resource person for the group.
B. Officers - The officers of the Association (Moderator, Vice Moderator, Clerk, Treasurer and Assistant Treasurer) shall be nominated by the Nominations Group, approved by the Associational Leadership Team for submission to the Executive Board, approved by the Executive Board and nominated for election by the messengers attending the annual session.
C. Associational Leadership Team – The nomination and election process for the officers is stated in paragraph (A.) above and the process for the additional Team Leaders is stated in paragraph (D.) below. The nomination and election process for the five (5) regional cluster representatives of the Associational Leadership Team shall be as follows: Regional cluster representatives of the Associational Leadership Team will be recommended by the Nominations Group, approved by the Associational Leadership Team for submission to the Executive Board, and nominated for election by the messengers attending the annual session. Every reasonable attempt shall be made to nominate a representative from each regional church cluster. Should a qualified and willing nominee not be found from any cluster, a member-at-large may be nominated without regard to their church cluster membership.
D. The Strengthen Team Leader and the Share Team Leader shall be recommended by the Nominations Network Group, approved by the Associational Leadership Team for submission to the Executive Board, and nominated for election by the messengers attending the annual session. Team Leader vacancies will be filled by the Associational Leadership Team.
III. BAPTIST COLLEGIATE MINISTRY
A group of five (5) consisting of three (3) volunteer members plus the Director of Missions and the Moderator will join members from New Duck River Association and William Carey Association to make up a joint BCM Advisory Group. Their responsibility is to help administer the Baptist Collegiate Ministries work at Motlow State Community College and the University of the South, to promote the work of the same, and to give support to the BCM Directors.
IV. TEAMS
The following teams shall serve the Association: Associational Leadership Team, Strengthen Team and Share Team. The functions, membership and responsibilities of each team are outlined in the Organization Structure adopted by the Association.
Team members, other than those elected by the Association as delineated above, shall be volunteers who have a desire to serve on a particular team. The Team Leaders have the prerogative of recruiting team members in addition to those who volunteer on their own. These individuals shall serve indefinite terms, but may be asked to step down from service if not serving faithfully, become contentious or uncooperative.
The Associational Leadership Team may, at its discretion, form Groups and Networks to perform certain responsibilities so as to accomplish the mission of the Association. Dissolution of these groups shall occur when their responsibility has been completed or by action of the Associational Leadership Team.
V. DUTIES OF MEMBER CHURCHES: It shall be the duty of each member church to send the Associational Clerk such statistical matters as may be required by the Association in time for it to be processed for the annual session of the Association. Member churches are encouraged to participate in the activities and programs of the Association, to contribute financially to the work of the Association, to mutually care for each other, and to encourage individual members of the churches to volunteer to be available for service in the kingdom of God through the Association.
VI. EXPENDITURES: The Executive Board of the Association shall be given a two weeks prior written notice on any expenditure over $5,000.00 from the general fund to be proposed at any given Executive Board meeting. In case of emergency and such notice is not possible, the Associational Leadership Team is authorized to make such expenditures and report to the Executive Board at its next meeting. This provision does not apply to expenditures previously approved as a part of the budget. Neither does this provision apply to the expenditure of designated funds for their designated purposes.