Constitution/Bylaws | Potomac Baptist

CONSTITUTION

Potomac Baptist Association of Southern Maryland

PREAMBLE

The New Testament records the cooperative efforts of individual Christians and churches who sought to express their unity in Christ and to bear witness to His Lordship. We believe that the voluntary association of contemporary New Testament churches is one way the people of God can advance the work of Christ, exemplify to the world His Lordship, and show forth to all mankind our willingness to follow the leadership of the Holy Spirit as we seek to do His bidding to disciple all nations.

To this end we covenant together as an association of churches to nurture the spiritual welfare of all our churches; to give due consideration to the doctrines of our Christian faith which affect our lives together; to preserve our Baptist heritage to encourage and assist our churches in any way possible, and to work together to carry out the Great Commission of our Lord both within and beyond the bounds of our Association.

ARTICLE I - NAME

This body shall be known as the Potomac Baptist Association of Southern Maryland, hereinafter referred to as the (“PBA”).

ARTICLE II- PURPOSE

The PBA is established to give opportunity to the member churches to be on mission for Christ in their unique setting in a cooperative way. The Association exists to work together and encourage one another toward the mission of effectively engaging the world with the gospel of Jesus Christ.

The PBA shall have no authority over the member churches nor shall it interfere with the autonomy of the member churches.

The PBA shall cooperate with the Baptist Convention of Maryland/Delaware and the Southern Baptist Convention.

ARTICLE III - MEMBERSHIP

Section 1: The membership of the PBA shall be those churches cooperating with this Association. The voting body in the sessions of the PBA shall be those messengers duly elected by the cooperating churches, and the elected officers of the PBA provided that every such member and officer shall be a member of a church cooperating with the PBA.

Section 2: Any church approving the design and object of the PBA, holding the principles, doctrines, and ordinances of Christ as held by the PBA, and having been duly constituted as a church, may upon written application and approval of its credentials, be granted status in the PBA by the On Mission Council (Ref. Article V) and reported at the next Annual Meeting of the PBA.

Section 3: Each church shall be entitled to two messengers for the first twenty-five (25) members or fraction thereof, and one additional messenger for each twenty-five (25) members or fraction thereof above the first twenty-five (25) provided that no church shall be entitled to more than ten (10) messengers. On demand, a messenger shall exhibit satisfactory evidence of their election by the church they represent.

Section 4: A member church may withdraw fellowship at any time. A written notice of withdrawal shall be sent to the PBA by a duly authorized representative of the church.

Section 5: Any church whose practices or doctrines become contrary to those of the PBA may disqualify itself from membership. The On Mission Council will appoint representatives to reconcile the church in a redemptive manner. When reasonable and biblical attempts fail, a recommendation for dismissal by the On Mission Council will be made at an annual meeting or special called meeting.

Section 6: The doctrines (Articles of Faith) of the PBA shall be those set forth in the current published issue of the "The Baptist Faith and Message," adopted by the Southern Baptist Convention.

ARTICLE IV - OFFICERS

Section 1: The officers of the PBA shall be the Moderator, Vice-Moderator, Clerk, and Treasurer, all of whom shall be elected at an Annual Meeting as outlined in the bylaws.

Section 2: Other officers as required to carry out the purpose of the PBA shall be elected. Their manner of election and duties shall be those outlined in the by-laws.

Section 3: All officers of the PBA shall subscribe to the Articles of Faith of the PBA.

ARTICLE V – ON MISSION COUNCIL

The On Mission Council serves to coordinate the directives of the PBA through the work of its Ministry Priority Teams. The On Mission Council shall conduct the work of the PBA between annual meetings. It shall meet as deemed necessary by the Director of Missions or the Moderator. It shall give a full report of its work to the PBA in the annual meeting.

ARTICLE VI – REQUIREMENTS FOR ASSOCIATIONAL LEADERSHIP

In order to be appointed to, and remain, in a position of organizational leadership within the PBA, one must be a member in good standing of a member church and adhere to the criteria for his or her church’s membership in the PBA.

ARTICLE VII - CHANGES IN THE CONSTITUTION

The On Mission Council will present any amendments of the constitution at an annual meeting or special called business meeting. The amendments will be approved by two-thirds majority vote of messengers present at the Annual Meeting or special called meeting.

BY-LAWS

ARTICLE I - MEETINGS OF THE POTOMAC BAPTIST ASSOCIATION

Hereinafter referred to as the (“PBA”)

Annual Meeting - An Annual Meeting of the PBA shall be held each calendar year. The On Mission Council shall establish the time, date, and location of the Annual Meeting. Notice of the Annual Meeting shall be provided to all members at least thirty (30) days in advance. Any business of the PBA may be conducted at the Annual Meeting.

Special Meetings - A Special Meeting of the PBA may be called by a majority of the On Mission Council. The On Mission Council shall establish the time, date, and location of any Special Meeting. Notice of the Special Meeting shall be provided to all members with as much notice as is practicable, which shall not be less than thirty (30) days in advance. Only the topic(s) designated in written notice of a Special Meeting may be addressed or acted upon at such meeting.

Quorum – All actions of the PBA shall be by a majority vote of the messengers present and voting at a duly called meeting unless otherwise stated herein. Messengers may not vote by proxy. Each messenger shall have one vote.

ARTICLE II - PUBLICATION OF THE CONSTITUTION AND BY-LAWS

The Constitution and By-laws shall be published each year in the PBA Annual.

ARTICLE III - COOPERATIVE AGREEMENT

The PBA may enter into agreements with other Southern Baptist ministry entities.

ARTICLE IV - FINANCIAL SUPPORT

The financial support of the PBA shall be by voluntary contributions of the member churches. It is recommended that each member church establish a systematic pattern of giving based upon a percentage of their annual budget.

ARTICLE V - FISCAL YEAR

The Fiscal Year for the PBA shall be January 1 - December 31.

ARTICLE VI - PARLIAMENTARY PROCEDURE

The parliamentary procedures of the PBA shall be governed by Robert’s Rules of Order, latest edition.

ARTICLE VII - PROCEDURE FOR AFFILIATION

Churches desiring to become affiliated with the PBA shall present their written request for membership to the PBA, and shall provide any information requested, in order to evaluate its application. Upon receipt of an application, the On Mission Council shall review the application and make a recommendation regarding membership. The On Mission Council may accept the applicant as a member, subject to ratification at the next annual meeting of the PBA.

ARTICLE VIII - ASSOCIATIONAL OFFICERS

Section 1: All officers shall be elected at the Annual Meeting.

Section 2: The officers elected above shall be elected to a term of one year. The term of office shall begin upon the adjournment of the Annual Meeting.

Section 3: The Moderator and Vice-Moderator shall be elected to serve not more than two (2) consecutive terms in their respective offices.

Section 4: The Moderator shall preside over the meetings of the PBA and see that order and decorum are observed.

Section 5: The Vice-Moderator shall preside in the absence of the Moderator. In the event that the Office of Moderator becomes vacant during the year, the Vice-Moderator shall serve as Moderator for the unexpired term and a new Vice-Moderator shall be elected.

Section 6: The PBA Clerk will be a member of the On Mission Council and keep accurate records of all proceedings of the On Mission Council and the Annual Meeting.

Section 7: The Director of Missions shall serve as the PBA’s Chief Administrative Officer, and shall oversee the PBA’s daily operations and affairs, subject to any limitations established by the PBA, as well as serving as a missionary within the PBA. The Director of Missions will serve as ex-officio member of all teams.

If the office of Director of Missions becomes vacant, the Director of Missions shall be selected in accordance with the procedure outlined in the Operations Manual. His term of office shall be indefinite and shall continue so long as mutually agreeable to both the Director of Missions and the PBA.

Section 8: Should any officer of the PBA become a member of a church not in fellowship with the PBA, their office automatically becomes vacant.

Section 9: The Moderator, Vice-Moderator, and Clerk will serve as the Nominating Committee for the PBA, for seeking, recruiting and recommending appropriate leaders for the various positions of service in the PBA for approval by the messengers in session. As the Nominating Committee, they will seek to be as geographically representative as possible when recommending persons to serve in the PBA. The On Mission Council will nominate the Moderator, Vice Moderator and Clerk.

ARTICLE IX – ORGANIZATION

On Mission Council:

Duties – The On Mission Council shall serve as the PBA’s Executive Board, and shall have all duties related to the PBA’s operations, except as expressly withheld by the PBA. The On Mission Council shall exercise general control and supervision over all of the PBA’s activities. The On Mission Council may delegate all or some of its duties to other individuals or entities, subject to any terms and conditions established by the PBA. Full descriptions, function, and strategy of the On Mission Council will be developed and maintained in the Operations Manual.

Composition – The On Mission Council shall consist of the Moderator, Vice-Moderator, Clerk, three pastors, Ministry Priority Team Leaders, one (1) Leader from an Administrative Team, Director of Missions, and Administrative Assistant.

Meetings - Meetings of the On Mission Council may be scheduled by the Director of Missions, or by a majority of the On Mission Council’s members. Notice of meetings of the On Mission Council shall be provided to all On Mission Council members at least seven (7) days in advance.

Administrative Teams:

Duties: The Administrative Teams shall serve in an advisory capacity to the Director of Missions, the On Mission Council, and the PBA as a whole, in matters of administration for the day to day operations of the PBA. Full descriptions, function, and strategy of the Administrative Teams will be developed and maintained in the Operations Manual.

Composition: Members of the Administrative Teams shall be elected annually by the PBA at its Annual Meeting. They shall be composed of the following:

Trustees: There shall be three (3) trustees, all of whom are elected at the Annual Meeting of the PBA. Those trustees shall be the corporate officers of this corporation. They shall have no authority except by direction of the PBA at its Annual Meeting, or by the On Mission Council. They are not personally bound by their signatures, but are the legal signers for the PBA. In case of necessity, any two (2) of the three (3) trustees may sign legal papers.

The Trustees shall represent the PBA in all legal matters. They shall act on behalf of the PBA in acquisition and disposition of property. They shall sign all deeds of conveyance; execute notes, bonds, and mortgages, intervene in all suits, by the authority of the PBA. They shall make an annual report to the PBA in its Annual Meeting.

Finance Team: The Finance Team shall be composed of two (2) members elected by the PBA plus the Associational Treasurer. It shall be the responsibility of the Finance Team to request proposed itemized expenditures from the Ministry Priority Teams and to arrange an annual budget to be presented to the On Mission Council prior to the Annual PBA Meeting, and to the PBA in its Annual Meeting. They shall be responsible for all matters relating to the annual budget, proper accounting, methods of financial controls, and all related reports. They shall make an annual report to the PBA in its Annual Meeting.

Auditing Team: The Auditing Team shall be composed of two (2) members who shall audit the Treasurer's records and make a report to the On Mission Council and to the Annual Meeting of the Association.

Personnel Team: There shall be three (3) members elected by the PBA to deal with all personnel matters relating to the Associational Staff. It shall assist the PBA in selecting, supporting and terminating PBA staff personnel. It shall prepare and annually review job descriptions, salaries and benefits for the Director of Missions and other staff positions of the PBA as required. The On Mission Council shall approve all job descriptions. The Finance Team shall approve all salaries and benefits.

Meetings: Meetings of all Administrative Teams may be called by the team leader or a majority of Administrative Team’s members. Notice of any meeting shall be provided to all members at least seven (7) days in advance.

Ministry Priority Teams:

Creation and Purpose: The Director of Missions, in consultation with the On Mission Council, may establish Ministry Priority Teams to help meet the needs and strategic ministry priorities of the PBA, and shall designate an individual to serve as a leader of each Ministry Priority Team. Full descriptions, function, and strategy of Ministry Priority Teams will be developed and maintained in the Operations Manual.

Members: The Director of Missions in consultation with the On Mission Council will designate an individual to serve and lead the team. The team leader in consultation with the Director of Missions will recruit members of the team. In the absence of a team leader, existing team members may nominate one of their members to serve as team leader with the concurrence of the Director of Missions and the On Mission Council.

Functions: A Ministry Priority Team shall function according to its assigned strategic priority. Such responsibility shall include identifying ministry opportunities within its assigned area, seeking resources, and coordinating the efforts of local churches to fulfill its ministry goals.

Ad Hoc Groups: Other teams may be established when the Director of Missions and the On Mission Council deem it necessary to help meet the needs and strategic ministry priorities of the PBA, to include an Ad Hoc team for short-term actions. A Ministry Team may establish ad hoc groups to help it achieve its goals.

Team Voting: All actions of the On Mission Council, Administrative Teams or any Ministry Priority Team, shall be by a majority vote of members present at a duly called meeting, unless otherwise provided for in the Operations Manual.

Conduct of Meetings: Procedures for the conduct of meetings of the On Mission Council, Administrative Teams, or any Ministry Priority Team, shall be conducted using standard meeting procedures as outlined in Robert’s Rules of Order. The Director of Missions shall serve as the meeting chair for the On Mission Council. The Administrative Teams shall elect their own chairs. Ministry Priority Team Leaders shall chair the meetings of their respective ministry teams.

ARTICLE X - CHANGES IN THE BY-LAWS

The On Mission Council will present any amendments of the By-Laws at an annual meeting or special called business meeting. The amendments will be approved by two-thirds majority vote of messengers present at the Annual Meeting or special called meeting.