Constitution | cbacleveland

Revised Constitution

of the

Cleveland Baptist Association

Adopted by vote of the Delegates at the Fall Meeting held at First Baptist Church of Greater Cleveland, November 6, 1999, current as of 10/23/2010, and including amendments adopted on that date at the Fall Meeting held at Shiloh Baptist Church.

ARTICLE I

Name

The name of this corporation shall be the Cleveland Baptist Association.

ARTICLE II

Purpose

The purpose of this Association shall be to provide a channel through which churches of the area affiliated with the American Baptist Churches / USA , hereafter referred to as the ABC/USA, are enabled to discharge their wider mission to the metropolitan area of Cleveland and all the world, through the coordination of activities leading to the implementation of Christ’s Great Commission. (Matthew 28:18-20)

ARTICLE III

Membership and Relationships

1. The membership of the Association shall be those church congregations in Cuyahoga County, or immediately adjacent counties, which have committed to the Covenant of Relationships as established by vote of the Association.

2. Other churches may be Local Affiliates which cooperate with the Association locally, participate in its activities, and pay an annual assessment set by the Association, but which have not committed to the Covenant of Relationships. Local affiliates shall not be included in reporting Association statistics to ABC/USA. A church shall normally be in an affiliate member status for one year, but in no case longer than two years.

3. The Cleveland Baptist Association is an administrative unit of the ABC/USA and is related to the denomination nationally as a “Regional Mission Organization.” As such, it deals directly with the national office in financial and administrative matters and serves as the channel for mission support on the part of member churches. The Association also maintains fellowship with the American Baptist Churches of Ohio and provides for the participation by churches of the Association in the programs and activities of the American Baptist Churches of Ohio.

ARTICLE IV

Delegates and Representatives

The Covenanting and Affiliating churches of the Association shall be represented as follows:

1. Covenanting Churches
Each church shall have three Delegates: The Pastor of each church, plus two additional Delegates.

2. Affiliating Churches
Each church may elect one non-voting Representative.

3. Each Delegate present at any meeting shall be entitled to one vote. Proxy or absentee voting shall not be permitted.

ARTICLE V

Meetings

SECTION 1. REGULAR MEETINGS

(a) In April or May of each year, the Association shall hold a spring meeting at a time and place designated by the Board of Trustees or the purpose of conducting elections; receiving annual reports from staff, officers, departments, committees, and auxiliary organizations; and for such other purposes as the Board shall determine and include in the notice of such meeting.

(b). In October or November of each year, the Association shall hold a fall meeting at a time and place designated by the Board of Trustees for the purpose of adopting the annual budget of the Association for the calendar year beginning January 1st, and for such other purposes as the Board shall determine and include in the notice of such meeting.

SECTION 2: ADDITIONAL MEETINGS

Additional meetings of the Association may be called at any time by the President and Executive Minister or by action of the Board; or shall be called upon the written request of twenty (20) or more Delegates from nine (9) or more covenanting churches, to consider such business as shall be stated therein.

SECTION 3: NOTICE

The Executive Minister shall give at least thirty (30) days notice of all meetings by mail to each covenanting and affiliated church.

SECTION 4: QUORUM

Delegates from ten (10) active churches shall constitute a quorum at all meetings of the Association.

ARTICLE VI

Board of Trustees

SECTION 1: COMPOSITION

(a) The Board of Trustees shall consist of eighteen (18) members to be elected at the spring meeting for a term of three (3) years each, so arranged that the terms of one-third of them shall expire annually. Unexpired terms shall be filled at the next spring meeting. After two (2) consecutive terms of (3) years each, a trustee shall be ineligible for re-election until after the expiration of two (2) intervening years.

(b) In addition to the elected members, the following persons shall serve as ex-officio members with the right to vote: the Executive Minister, the Department Chairpersons, the President of the American Baptist Women’s Ministries of Greater Cleveland , the President of the Cleveland Baptist Association Ministers Council, ABC/USA General Board representation, and a representative of any auxiliary organization approved by the Delegates.

SECTION 2: RESPONSIBILITIES

(a) The corporate powers, business and property of this Association shall be exercised, conducted and controlled by the Board of Trustees except as otherwise provided.

(b) The Board of Trustees shall receive application for membership in the Association and after referral to the Department of Ministry and upon recommendation of the department, may act on behalf of the Association to receive such churches as Covenanting or Affiliating members. Churches so received shall be officially welcomed into fellowship at the next meeting of Delegates. The Board of Trustees may dismiss or change the status of churches as Covenanting or Affiliating members when appropriate upon recommendation of the Department of Ministry.

(c) Any vacancy in an elective position created by the death, resignation, or disqualification of the incumbent shall be filled upon nomination of the Nominating Committee and by action of the Board. The action shall be effective until the next spring meeting of the Association.

(d) The Board of Trustees shall have authority to call an Executive Minister and such Associates and/or Assistants as it may deem necessary and to determine their compensation and the conditions and terms of their service. Upon a vacancy in the position of Executive Minister, the President shall appoint a Search Committee including three (3) members of the Personnel Committee and six (6) persons representative of the membership of the Association. These appointments shall be subject to ratification by the Board of Trustees. This committee shall work in consultation with the office of the General Secretary of the ABC/USA.

(e) The Board of Trustees shall have the power to acquire by purchase or otherwise, sell, transfer, mortgage, assign, lease, or convey real property in the name of the Association. Any purchase, sale, lease in excess of five (5) years, transfer or conveyance of real property shall require two-thirds (2/3) affirmative vote of the total membership of the Board of Trustees.

(f) At the Board’s discretion, property in which the Association has an interest may be secured with a reversionary clause providing for title to revert to the Association in the event that those churches holding the property should cease to exist, should alienate or remove themselves from the Association, should allow the property to run to waste, to be left uninsured, or to no longer be used for religious purposes.

(g) The Board of Trustees shall not expend non-designated, non-restricted reserve funds other than as provided in the annual budget except as authorized in such policy or policies as shall be adopted by vote of the Association.

(h) Trustees have an obligation to familiarize themselves with the By-laws, operating budget and ongoing business of the Cleveland Baptist Association. Trustees are expected to attend all meetings of the Board and the Association. Each trustee, other than the officers, shall be encouraged to serve on a Department or Standing Committee of their choice or as appointed by the President and confirmed by the board.

SECTION 3: PROCEDURES

(a) The Board shall meet a least four (4) times annually.

(b) Half of the elected trustees then in office, nine (9) plus one (1), shall constitute a Quorum at Trustee Board meetings.

(b) Any trustee having unexcused absences for 2 consecutive meetings and or 3 meetings in any given year without reasonable cause may be removed by a majority vote of the board. A trustee finding it necessary to do so may resign by delivering a written notice of resignation to the Executive Minister or President of the Board. The resignation shall be effective upon receipt unless the letter states a resignation date.

(d) All officers and trustees shall hold office until their successors have been duly elected and installed.

ARTICLE VII

Officers

The office of the Association shall be the Executive Minister, President, Vice-President, Secretary, and Treasurer.

SECTION 1: ELECTION

Elected officers may serve up to two (2) consecutive terms of three years each, totaling six (6) years. After two (2) consecutive terms of three (3) year each, an officer shall be ineligible for re-election to the same office until after the expiration of two (2) intervening years.

SECTION 2: RESPONSIBILITIES

(a) The President shall preside at all meetings of the Association and of the Board of Trustees and shall perform such other duties as usually pertain to that office. The President shall be an ex-officio member of all Departments and Standing Committees, except the Nominating Committee.

(b) The Vice-President shall perform the duties of the President in case of his/her absence or disability.

(c) The Secretary shall record all proceedings of meetings of the Association and Board of Trustees and perform such other duties as shall from time to time be required.

(d) The Treasurer shall supervise the funds of the Association and shall perform such other duties as usually pertain to the office.

(e) The Executive Minister shall have general supervision over all the interest of the Association, under the direction of the Board of Trustees to whom he/she shall be directly responsible through the Executive Council. The Executive Minister shall be responsible for the selection, supervision and direction of all staff personnel. The Executive Minister shall be ex-officio without vote a member of all Departments and Committees. The Executive Minister shall prepare matters of business for presentation to the Association or to the Board of Trustees. The Executive Minister shall have charge of the historical records of the Association. The Executive Minister shall serve the ABC/USA as a Regional Secretary.

ARTICLE VIII

Executive Council

SECTION 1: COMPOSITION

The Executive Council of the Board of Trustees shall consist of the President, Vice-President, Secretary, Treasurer, and the Executive Minister.

SECTION 2: RESPONSIBILITIES

The responsibilities of the Executive Council shall be:

(a) The appointment of the members of the Departments and three (3) members of the Nominating Committee, as well as the appointment of persons from the Cleveland Baptist Association to serve as board members, delegates, liaisons, and /or representatives to related Baptist and ecumenical organizations, except as otherwise provided in this Constitution or in the governing documents of the organization. All of these appointments shall be subject to ratification by the Board of Trustees.

(b) The orientation and training of newly-elected Board members.

(c) The coordination of strategic, long-term planning, with the understanding that changes in policy and/or program which are proposed as a result of such planning must be approved by the Board of Trustees prior to implementation.

(d) The preliminary analysis and presentation of matter appropriate for consideration by the Board of Trustees as may come to the attention of the Council.

(e) The transaction of any business which may be referred to the Council by the Board of Trustees with specific authority to act in the name of the Board.

ARTICLE IX

Departments

There shall be the following departments of the Association: Metropolitan Ministries, Evangelism and Church Development, Ministry, Christian Education, Mission Promotion, and Finance and Property.

SECTION 1: COMPOSITION AND PROCEDURES

(a) Each Department shall consist of six (6) or more members, not including the Chairperson, and shall be divided into three (3) classes of three (3) year terms each. The members shall be appointed by the Executive Council and ratified by the Board of Trustees.

(b) The Chairperson of each Department shall be elected at the spring meeting for a term of one (1) year. After a maximum of three (3) consecutive terms of one (1) year each, a person shall be ineligible for re-election to serve as Chairperson of any Department until after the expiration of two (2) intervening years.

(c) Each Department shall create and appoint such sub-committees as may be necessary to carry out the work of the Department.

SECTION 2: RESPONSIBILITIES

(a) Department of Metropolitan Ministries. This department shall have oversight of all programs of public witness and community service and outreach within the Association, or in which the Association is involved. It shall recommend budget allocations for such projects and programs and shall supervise the expenditure of such funds.

(1) Social Concerns: The department shall promote among the churches the study of social issues, interpret the stand taken by the American Baptist Churches and by ecumenical bodies with which the Association is related, and shall encourage responsible action on such issues. It shall study such matters as they relate to this Association and shall recommend action to the Board of Trustees.

(2) Urban Work: The department shall supervise all community service and outreach programs, establishing criteria and guidelines for such work. It shall monitor the participation of the Association in any joint ventures or ecumenical ministries in this area. It shall serve as the channel through which American Baptist programs of urban witness are incorporated into the work of this Association.

(b) Department of Evangelism and Church Development: This department shall promote Christian Evangelism in all its forms in all churches of the Association, establishing such committees and programs as may be needed. It shall interpret and promote the evangelism program of the ABC/USA. It shall have oversight of new churches established by or in cooperation with the Association until such time as they are received as covenanting churches. It shall supervise and monitor any assistance given by the Association to individual churches to strengthen and continue their ministry.

(1) This department shall consider and make recommendations upon all matters related to Ordination to the Gospel Ministry. It shall examine and advise candidates for ordination as to the preparation of their ordination papers. Upon presentation of satisfactory papers and evidence of meeting American Baptist standards of education, it may recommend to the church of which the candidate is a member, the call of an Ordination Council to which each covenanting church in the Association shall be invited to send a pastor and one (1) lay representative.

(2) The department shall serve as a Council of Review where an appeal is desired to a negative vote of an Ordination Council, the review procedure being that recommended by the Ministerial Leadership Commission of the ABC/USA.

(3) The department shall be available to advise churches and candidates with regards to church licensing procedures.

(4) The department shall receive and act upon the recognition of the ordination of ministers ordained by bodies other than the ABC/USA, determine whether these fully meet national American Baptist standards, and shall be recognized for ministerial standing in this Association.

(5) The department shall investigate and adjudicate any complaints of professional misconduct for clergy under Association jurisdiction and shall suspend or withdraw recognition of ordination if appropriate under ecclesiastical review standards as recommended by the Ministerial Leadership Commission of the ABC/USA.

(6) The department shall meet with and advise representatives of churches seeking membership in the Association. It shall ascertain their willingness to enter into a Covenant of Relationship with the Association and shall make such recommendation as it deems appropriate to the Board of Trustees regarding such application.

(7) The department shall investigate and make recommendations to the Board of Trustees with regard to the termination or change in status of any church’s membership in the Association.

(8) Appoint and assist adjudication teams from among its membership, on request of the Executive Minister, to provide ministry related to conflicts, which may arise among clergy, among or within churches or among or within other elements of the Association’s life and program.

(d) Department of Christian Education: This department shall study, plan and promote the full work of Christian education among the churches of the Association, by providing guidance in the development and selection of curriculum, by providing workshops and training events for leadership education and development, by overseeing the camping program of the Association, and by serving as a channel for all phases of the program of the Board of Educational Ministries of the ABC/USA to be interpreted and implemented in the Association. Specific educational programs of the Association for children, youth, adults, and leader shall be under the supervision of the department.

(e) Department of Mission Promotion: This department shall interpret to and promote among the churches of the Association of the entire mission program of the ABC/USA, the Cleveland Baptist Association, and the local congregations. It shall recommend to the Association and to each church suggested goals for giving to American Baptist Mission Support and shall report regularly on giving toward these goals. It shall seek to place missionary speakers and denominational representatives in strategic places for interpretation and promotion. It shall have general charge of all financial campaigns, whether national or local, which are common to the churches of the Association.

(f) Department of Finance and Property:

(1) Budget Preparation and Implementation: This department shall prepare the proposed annual budget, making provision for each of the departments and functions of the Association for presentation to the Board of Trustees. The department shall appoint annually a Budget Committee consisting of the Executive Minister, the Treasurer, two (2) other members of the Finance and Property Department, the Chairperson of the Personnel Committee, and at least two (2) trustees who are chairs or members of other departments of the Association. The Budget Committee shall solicit and review budget requests from all interested parties, determine a reasonable estimate of anticipated income for the coming year, and propose a preliminary draft budget for review and action of the Finance and Property Department. The proposed budget shall be submitted by this department to the Board of Trustee not later than September 30 of each year so that the Association. After adoption by the Association, the department shall be responsible for monitoring the implementation of the adopted budget and for insuring that expenditures are consistent with the budget and the availability of funds for disbursement.

(1) Budget Preparation and Implementation: This department shall prepare the proposed annual budget, making provision for each of the departments and functions of the Association for presentation to the Board of Trustees. The department shall appoint annually a Budget Committee consisting of the Executive Minister, the Treasurer, two (2)
other members of the Finance and Property Department, the Chairperson of the Personnel Committee, and at least two (2) trustees who are chairs or members of other departments of the Association. The Budget Committee shall solicit and review budget requests from all interested parties, determine a reasonable estimate of anticipated income for the
coming year, and propose a preliminary, draft budget for review and action of the Finance and Property Department. The proposed budget shall be submitted by this department to the Board of Trustee not later than September 30 of each year for approval by the Board of Trustees so that the Association may vote on the budget at the Fall Meeting After adoption by the Association, the department shall be responsible for monitoring the implementation of the adopted budget and for insuring that expenditures are consistent with the budget and the availability of funds for disbursement.

(2) Financial and Property Management and Control: The department shall have custody of all monies and investments of the Association, provide for the accounting of all monies and investments of the Association, provide for the expenditures, assets, and liabilities to the Board of Trustees and the Association at their regular meetings. It shall have custody of the title papers and policies of insurance of the Association. It shall have responsibility for the maintenance of all real and personal property of the Association and insurance on buildings, property, and activities. It shall manage all funds of the Association under the direction of the Board of Trustees. It shall make recommendations regarding any finance or property matters requiring action by the Board of Trustees.

ARTICLE X

Committees

SECTION 1: PERSONNEL COMMITTEE:

(a) This committee shall be composed of at least five (5) members who shall be appointed by the President and ratified by the Board of Trustees.

(b) The committee shall through the Executive Council advise the Board of Trustees on all matters relating to staff. It shall evaluate the services of the Executive Minister annually, at least once every four (4) years in consultation with a representative of the Office of the General Secretary of the ABC/USA. It shall be available to assist the Executive Minister in the adjudication of any internal staff problems.

SECTION 2: NOMINATING COMMITTEE

(a) This committee shall be composed of seven (7) members: The Immediate Past President, three (3) members to be elected by the Delegates at the spring meeting, one each year for a term of three (3) years, and (3) members to be recommended by the Executive Council and ratified by the Board of Trustees, one each year for a term of three (3) years. After the completion of a term of service, a person shall be ineligible to service again on this committee until after the expiration of two (2) intervening years.

(b) The committee shall be responsible for presenting to the Delegates at each spring meeting a slate of nominees, to include: Six (6) Trustees, Chairpersons for each Department, and a member for the Nominating Committee. When the term of a regionally-nominated representative to the ABC/USA General Board is due to expire within the next twelve months, it shall also be responsible for presenting a nominee for this position to the appropriate spring meeting. It shall also nominate persons to fill any vacancies, which may occur in these positions. Only active members in good standing of covenanting churches as defined by the respective churches shall be eligible to hold elective positions and no person shall hold more than one elective position simultaneously.

(c) The committee shall be convened by the Executive Minister no later than sixty (60) days following the spring meeting in order to organize itself and to review and prepare itself for its responsibilities for the coming year. The committee shall prepare, maintain, and distribute a list of responsibilities for each elective positive and shall solicit from each covenanting church recommendations of possible candidates for nomination. The committee shall communicate with prospective nominees to insure that they are familiar with the responsibilities of each position and they are willing and able to fulfill these responsibilities for the designated term of office. At least two (2) weeks prior to the spring meeting, the committee shall send the list of nominations, with background information on each nominee, to each church for perusal by the Delegates. It shall be the right of Delegates to the Association to make qualified nominations from the floor, provided that the consent of the nominee has been secured.

(d) The committee shall be responsible for presenting to the Board of Trustees at its first meeting after the spring meeting a slate of officers, to include the President, Vice-President, Secretary, and Treasurer. It shall also nominate persons to fill any vacancies, which may occur in these offices.

SECTION 3: OTHER COMMITTEES:

Other standing or special committees may be established by action of the Board of Trustees with two-thirds (2/3) majority approval. In such cases, the Board shall prescribe the composition, responsibilities, and duration of any such committee.

ARTICLE XI

Pastor’s Advisory Council

Section 1: COMPOSITION

The Pastor’s Advisory Council shall be composed of the Executive Minister, The President of the Cleveland Baptist Association Ministers Council, and additional professional staff employed by the Association, and the senior pastor of each covenanting church.

SECTION 2: ORGANIZATION

The Executive Minister shall preside at each meeting of the Council or the President of the Cleveland Baptist Association Ministers Council may preside in the absence of, or at the request of, the Executive Minister. The Council shall meet at the call of the Executive Minister at least one week prior to each meeting of the Board of Trustees and at such other times as may be necessary. A quorum shall consist of one-third of the membership of the Council.

SECTION 3: RESPONSIBILITIES

The responsibilities of the Pastor’s Advisory Council shall be to:

(a) Review and make recommendations on action items being presented to the Board of Trustees by any Department, Committee, officer or staff member.

(b) Develop proposals for action by the Board of Trustees, which the Council determines to be in the best interest of the Association, its member churches, and /or its affiliated clergy.

(c) Devise and implement strategies to assist in the execution of priorities, ministries, emphases, and policies adopted by the Association.

(d) Hold each other accountable for sufficient and appropriate actions to generate the revenue required to support the approved activities and expenditures of the Association and the ABC/USA.

(e) Issue statements and provide intervention on behalf of the Cleveland Baptist Association pastors on matters of association, community, or general social concern.

ARTICLE XII

Charitable Intent and Dissolution

The Cleveland Baptist Association is an organization recognized under Section 501 (c) (3) of the U.S. Internal Revenue Code of 1986 as exempt from taxes, being a non-profit religious organization.

SECTION 1:

No part of any income of the Association shall inure to the benefit of any member, trustee, officer of the Association, or any private individual (except that reasonable compensation may be paid for services rendered to our for the Association, or any private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of the Association.

SECTION 2:

Upon the dissolution of the Association or the winding up of its affairs, the assets of the Association shall be distributed exclusively to its successor, if its qualifies as an organization recognized under the provision of Section 501 (c) (3) of the Internal Revenue Code of 1986 and its Regulations as they now exist or they may hereafter be amended, and if not qualified, then to the ABC/USA or its successor as an organization recognized under the provision of Section 501 (c) (3) of the Internal Revenue Code of 1986 and its Regulations as they now exist or they may hereafter be amended.

ARTICLE XII

Indemnification

The Association shall indemnify, to the extent permitted and upon the conditions prescribed by law any person made a party to an action by or in the right of the Association to procure a judgement in its favor by reason of the fact that such person or such person’s testator or intestate is or was a Representative or officer, trustee or employee of the Association, against the reasonable expenses, including attorney’s fees, actually and necessarily incurred by such person (and to the extent not covered by such person insurance) in connection with the defense of such action, or in connection with an appeal therein, except in relation to matters as to which such Representative, officer, trustee or employee is adjudged to have breached a duty to the Association under applicable law. The Association shall also indemnify, to the extend permitted and upon the conditions prescribed by law, any person, made, or threatened to be made, a party to an action or proceeding (other than one by or in the right of the Association to procure a judgement in its favor), whether civil or criminal including an action by or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust or other enterprise which any Representative, officer, trustee or employee of the Association served in any capacity at the request of the Association, by reason of the fact that such person or such person’s testator or intestate was a Representative, officer, trustee or employee acted in good faith for a purpose which such person reasonably believed to be in the best interest of the Association and in criminal actions or proceedings, in addition, had no reasonable cause to believer that such action was unlawful.
The foregoing rights of indemnification shall not be exclusive of any other rights to which any such Representative, officer, trustee or employee may be entitled as a matter of law, or which may be lawfully granted to such person, and the indemnification hereby granted by the Association shall be in addition to an not in limitation of any other privilege or power which the Association may lawfully exercise with respect to indemnification or reimbursement of its Representatives, officer, trustees and employees.

ARTICLE XIV

Church Polity

No action of the Association or of its Board of Trustees shall ever be operative to impair or abridge the independence of a cooperating church, as to any matter relating to church government or polity.

ARTICLE XV

Amendments

The Constitution may be amended or replaced by a two-thirds (2/3) majority vote of the Delegates at any meeting of the Association provided that (1) said amendments/revisions shall have been recommended to the Delegates by a two-thirds (2/3) majority vote of the Board of Trustees or submitted by written petition signed by at least twenty (20) Delegates from nine (9) or more covenanting churches and (2) notice of such proposed amendments/revision shall have been mailed by the Executive Minister to each church at least thirty (30) days prior to the meeting.

2010 Constitution Revision Committee

Reverend Christine A. Smith, President
Reverend Martin Rolfs Massaglia, Vice President
Mrs. Constance Morrison, Secretary
Reverend Dr. Thomas W. Gilmore, Treasurer
Reverend Dr. Leonard Thompson, Sr., Executive Minister