Messengers to consider/vote on recommended amendments at 2023 FBSC annual meeting

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LUTZ–The State Board of Missions of the Florida Baptist Convention will present various recommended amendments to the Florida Baptist State Convention Constitution and Bylaws for messengers to consider and vote on at the 2023 FBSC annual meeting, set for Nov. 13-14 at Idlewild Baptist Church in Lutz.

The recommendations, in their entirety, are as follows:

Recommendation to Amend Florida Baptist State Convention Constitution Removing References to the Florida Baptist Retirement Center, Inc.

The State Board of Missions recommends that the Florida Baptist State Convention adopt the following:

Revise Article 10, Constitution, Florida Baptist State Convention removing the name of Florida Baptist Retirement Center Inc.

(This will be the second of two required votes in subsequent years to approve the amendment to the Constitution and the sole vote for amending the bylaws.)

Recommendation to Amend Florida Baptist State Convention Constitution and Bylaws Revising the Name of The Baptist College of Florida to Baptist University of Florida

The State Board of Missions recommends the Florida Baptist State Convention adopt the following:

Revise Article 10, Constitution, Florida Baptist State Convention changing the name of The Baptist College of Florida to Baptist University of Florida; and

Revise Bylaws 7 and 16, Florida Baptist State Convention changing the name of The Baptist College of Florida to Baptist University of Florida.

(This would be the second of two required votes in subsequent years to approve this amendment to the Constitution.)

Recommendation to Amend Constitution– Codify the Annual Meeting Emergency Cancellation Process Used in 2020 within FBSC Constitution

The State Board of Missions recommends the Florida Baptist Convention adopt the following governing document amendments and additions:

Amend Florida Baptist State Convention Constitution Articles 11, 13 and 14 as listed below.

(This will be the second of two required votes in subsequent years to approve the amendments to the Constitution and the sole vote for amending the bylaws.)

Highlighted sections represent edits and additions.

Florida Baptist State Convention Constitution Articles 11, 13 and 14

Article 11. The annual meeting of this State Convention shall typically be held during the month of November at such time and place as the State Convention may elect. As set forth in more detail in Bylaws 11 & 12 of the State Convention’s Bylaws, the State Board of Missions may change the meeting place and/or time, including the month, of the annual meeting of the State Convention in any given year as necessary and/or desired.

Article 13. The Annual Meeting of this State Convention—barring a catastrophic event or other wide-spread emergency— shall be held each year.  Its primary purposes, with time allocated in a priority sequence to ensure the general and specific objectives of the State Convention (as defined in Article 3 of this Constitution), are as follows:

  1. To conduct the business and consider the needs, problems and opportunities of the State Convention and its cooperating ministries;
  2. To permit the State Convention’s cooperating ministries to report on their prior year’s activities and to make appropriate recommendations for consideration by the messengers comprising the annual meeting;
  3. To ensure time is allocated on the annual program for the several requirements specified by the State Convention’s Bylaws;
  4. To elect State Convention officers and to elect persons to fill vacancies on the State Convention’s committees and boards as defined in Article 9 of this Constitution;
  5. To hear messages from the State Convention president and the person designated to bring the Convention Sermon; and
  6. When practicable and within the available remaining time, provide appropriate inspirational emphases and/or special emphases to be determined by the program committee (also known as the Committee on Order of Business) as defined in the State Convention’s Bylaws. 

Article 14. This Constitution or any article thereof may be amended by the affirmative vote of two-thirds of the messengers present and voting at a meeting at which a quorum is present, at two (2) successive annual sessions of the State Convention. Notice of any change proposed must be published online by the Florida Baptist Witness and shared on one or more of the Convention’s social media platforms at least thirty days prior to the annual meeting of the State Convention.

Recommendation to Amend Constitution -Revise Article 10, Constitution, Florida Baptist Convention changing the name of Florida Baptist Children’s Homes, Inc. to One More Child

The State Board of Missions recommends that the messengers to the Florida Baptist State Convention, adopt the following:

(This would be the first of two required votes in subsequent years to approve this amendment to the Constitution.)

Revise Article 10, Constitution, Florida Baptist State Convention changing the name of Florida Baptist Children’s Homes, Inc. to One More Child, Inc.; and

The messengers endorse the Board of Directors of FBCH and its administration to begin immediately addressing the necessary corporate changes related to this name change, including the supporting organizations and with the various governing agencies that provide accreditation and licensing. It is the expectation of this convention that FBCH be fully prepared to function as One More Child, Inc. subsequent to the messengers’ second vote and ratification of the Article 10 amendment at the November 2024 annual meeting of the Florida Baptist State Convention.

Revise State Board of Missions Bylaws 2, 3 and 4

The State Board of Missions recommends that the messengers to the Florida Baptist State Convention, adopt the following revised Bylaws 2, 3 and 4 of the State Board of Missions which shall supersede all previous versions; and

That the Florida Baptist State Convention authorize and direct the executive director-treasurer of the Florida Baptist Convention to make any necessary editorial and/or grammatical corrections to any Bylaws of the State Board of Missions that may be affected by the proposed revisions to both the proposed and existing Bylaws of the State Board of Missions to ensure clarity, continuity and parity of these Bylaws.

State Board of Missions Bylaws

Bylaw 2:  Board of Directors

  1. Definition

The State Board of Missions functions as the board of directors of the Florida Baptist Convention, Inc., a Not-for-Profit Corporation. The affairs of the Corporation are managed and directed under the authority of this Board. Persons who serve on the State Board of Missions are elected and governed by the provisions set forth in the State Convention’s Constitution and Bylaws, amended and approved by the duly elected messengers attending the annual meeting of the Florida Baptist State Convention, an unincorporated association of cooperating Baptist churches in the State of Florida.

  1. Members, Term of Office & Manner of Election

The members of the State Board of Missions will be made up of those individuals selected in accordance with the process set forth in Bylaw 13 of the Florida Baptist State Convention.  Such individuals shall be elected in the manner (and serve the duration of office) set forth in Sections B & C of Bylaw 13.

Bylaw 3: Other Provisions Established by the State Convention

  1. Organization, Committee Structure and Special Works

The State Board of Missions will be organized in the manner set forth in Bylaw 13 of the Florida Baptist State Convention.  Such organization shall include the committee structure delineated in Section F therein. As authorized in Bylaw 13, the State Board of Missions shall be empowered to carry out its right and necessary duties as the Board of Directors.  Such duties include the “special works” set forth in section G of Bylaw 13.    

  1. Conflicts of Interest

The State Board of Missions shall adopt and adhere to a “Conflicts of Interest” policy statement and procedures that shall govern the conduct of Board members and employees of the Florida Baptist Convention, Inc.  This policy shall emphasize the fiduciary duty and responsibilities these persons have to exercise their best care, skill and judgment for the sole benefit of the Convention.  Each Board member shall be required to annually complete, sign and submit a Board-approved questionnaire on “Conflicts of Interest.”

  1. Quorum

Fifty-one percent of the membership shall constitute a quorum.

Bylaw 4:  Officers

As set forth in Bylaw 13 of the State Convention, the officers of this Corporation shall be a President, a Vice-President, a Recording Secretary, a General Secretary, to be known as Executive Director-Treasurer, and an Assistant General Secretary, to be known as Assistant Executive Director.

A. President — The President of the State Board of Missions shall be the President of the Corporation. He shall perform the following duties:

  1. Preside over all meetings of the Administrative/ Personnel Com­mittee and the State Board of Missions.
  2. Exercise all powers, duties, and functions incident to the presidency of similar corporations. With the Executive Director-Treasurer or the Assistant Executive Director, execute deeds, mortgages, and contracts relating to the purchase, sale, and encumbrancing of real property.
  3. Appoint the Nomination of Board Committees Committee, using the other Board-elected officers to assist him if he so desires.
  4. Appoint all special committees deemed necessary and appropriate by the Board.
  5. Serve as an ex officio voting member of all standing and special committees of the Board.
  6. In compliance with requirements by the Convention Corporation’s auditor-of-record, the Board President shall on a periodic basis receive, review and sign off on the monthly travel expense reports of the executive director-treasurer.

B. Vice-President — The Vice-President of the State Board of Missions shall be the Vice-President of the Corporation. He shall perform the following duties:

  1. Assist the President in the performance of his duties.
  2. In the absence or disability of the President, perform the duties of the President, including the execution of deeds, mortgages, and contracts relating to the purchase, sale and encumbrancing of real property.
  3. Perform any other duties as requested by the Board.

C. Recording Secretary — The Recording Secretary of the State Board of Missions shall perform the following duties:

  1. Record the minutes of all meetings of the Board.
  2. Perform any other duties as requested by the Board.

D. Executive Director-Treasurer — The Executive Director-Treasurer of the Florida Baptist Convention, Inc., shall perform the following duties:

  1. Supervise and direct the entire mission program of the Convention, being subject at all times, to the direction and control of the State Board of Missions.
  2. Perform those duties designated by the Corporation as described in Bylaw 3,B(7) of these Bylaws.
  3. He shall execute with the President or Vice-President of the Corporation, all deeds, mortgages, and contracts relating to the purchase, sale, and encumbrancing of real property. He shall execute, in the name of the Corporation, partial releases and satisfactions of mortgages, subordination and subrogation agreements, conditional release agreements or reverter and reversion clauses contained in deeds or other documents for the life of any mortgage, trust indenture or bond, and shall affix or place the corporate seal upon all legal papers which require same.
  4. Maintain complete and permanent records and accounts, and shall be the custodian of all property, books, papers, records, insurance policies, bonds, and other effects belonging to the Florida Baptist Convention, Inc., or pertaining to the work and affairs of the Florida Baptist Convention, Inc., the Board and the Corporate body.
  5. Upon leaving the office, deliver to his successor or such person as the Board shall designate all property, books, papers, records, insurance policies, bonds, and effects of the Florida Baptist Convention, the Board and the Corporation.
  6. Issue all notices for meetings of the Board or State Convention.
  7. Perform all such other duties as may be requested by the State Convention or the Board.

E. Assistant Executive Director — The Assistant Executive Director of the Florida Baptist Convention shall perform the following duties:

  1. Assist the Executive Director-Treasurer in the performance of his duties.
  2. Perform the duties of the Executive Director-Treasurer in the absence or disability of the Executive Director-Treasurer. This task shall include the execution, along with the President or Vice-President, of deeds, mortgages, and contracts relating to the purchase, sale and encumbrancing of real property. He shall execute, in the name of the Corporation, partial releases and satisfactions of mortgages, subordination and subrogation agreements, conditional release agreements or reverter and reversion clauses contained in deeds or other documents for the life of any mortgage, trust indenture or bond, and shall affix or place the corporate seal upon all legal papers which require same.
  3. Perform all other such duties as shall be assigned to him by the Executive Director-Treasurer and as may be requested by the State Convention or the Board.

 

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