1.1. Location. The corporation may have such other offices, either within or without the State of Tennessee, as the Board of Directors may designate or as the business of the corporation may require from time to time.
2.1. Purpose. The purpose of this Association shall be:
2.1.1. To assist Baptist personnel in communications in professional growth and fulfillment.
2.1.2. To share useful ideas and enable members to do effective communications planning and achieve superior results.
2.1.3. To provide a reinforcing fellowship for members and give recognition for outstanding professional achievement.
2.1.4 To establish and maintain the highest ethical and professional standards.
2.1.5. To increase understanding and appreciation among Baptists for the work of communications in the service of Baptist causes.
3.1. Members. The Association shall consist of those persons who are members of the Association at the time of incorporation and those elected to membership by the Association. The following shall be eligible to be elected:
3.1.1. Individuals who are employees of Baptist organizations whose primary professional responsibilities include public relations and/or communications.
3.1.2 Individual Baptists whose professional services are employed on a freelance basis to assist Baptist organizations in communications.
3.1.3. Individual Baptists employed in a communications capacity by an organization which relates directly with Baptist organizations.
3.1.4. Any Association member who desires the continued stimulation and fellowship of the organization following retirement. Other retired persons also shall be eligible for membership and encouraged to rejoin or join as new members as the case may be.
3.1.5 Any person who participated in the planning-organizing meeting of the Association in 1953 or who expressed an interest in membership through 1954 as identified by the Association. These shall be referred to as “charter members” and considered members of the Association for life.
3.1.6. The Association may further designate persons other than Charter Members to lifetime membership status. These shall be referred to as “Lifetime Members.” They shall be selected from among current or former members of the Association who have reached retirement, are at least 55 years old, have at least 20 years total membership, and have given significant service to the Association and/or the profession. Candidates for Lifetime membership may be nominated by any member of the Association through the Executive Committee, which shall present names to the membership for election.
3.1.7. Any person who is a full-time college or seminary student interested in pursuing a career in Baptist communications but who does not otherwise meet the qualifications for membership.
3.1.8. All the above persons shall constitute the class of “regular members” and shall enjoy all the rights and privileges of membership. Except for differences enumerated for Charter and Lifetime Members above and in the section on dues to follow, each shall be admitted into membership upon the full completion of the membership application, confirmation by the BCA Executive Director that the applicant meets membership requirements, and upon the payment of dues. Membership shall continue as long as the member remains eligible, and dues are paid, and the member has not been expelled. If a membership expires for lack of dues payment, the member may be reinstated upon the payment of the current annual dues. A member may be expelled by vote of the membership for cause as declared by the membership and after the member has been afforded notice of the charges and an opportunity to be heard.
3.2. Dues. New members shall pay, at the time of application, the annual dues as then established by vote of the membership. New membership applications received after January 1 of each year shall apply to the following fiscal year. Annual dues shall be payable on July 1 of each year. Payment exceptions: Retired members not in the Charter or Lifetime Member categories and student members shall pay a reduced annual dues amount as established by the Association. Charter Members and Lifetime Members shall not pay annual dues.
3.3.1 Annual Meeting. The Association shall meet annually within or without the state. At each annual meeting the members shall fix the time and place for the subsequent annual meeting. The annual meeting may be rescheduled as to time and place by the Executive Committee providing a notice is communicated to all members at least two weeks prior to the date the annual meeting was scheduled to occur.
3.3.2. Special Meetings. Special meetings of the members for any purpose or purposes may be held at the call of the Executive Committee or ten percent of the members entitled to vote at such meeting. Notice of the time and place of the meeting, within or without the state, and the purpose or purposes of the meeting, shall be delivered by or at the direction of the President, Secretary, or such other person or persons calling the meeting. The business transacted at a special meeting shall be limited to the purposes stated in such notice. Notice shall be given not less than ten days nor more than sixty days before the meeting..
3.3.3 Members Entitled to Notice and Vote. The record date for determining the members entitled to notice of an annual meeting change or of a special meeting shall be the date which is 60 calendar days before the date of the meeting. The record date for determining the members entitled to vote at any meeting shall be the day prior to the meeting.
3.3.4. Quorum. Fifty percent (50%) of the members registered at a meeting of the members shall constitute a quorum for that meeting. When a quorum is once present to organize a meeting, business may continue to be conducted and votes taken despite the subsequent withdrawal of any members. A meeting may be adjourned despite the absence of a quorum.
3.3.5. Proxies. All members must be present in person to vote at any meeting of the members. No proxies shall be permitted.
3.3.6. Voting. Whenever any corporate action, other than election of directors, is to be taken by vote of the members, it shall be authorized by a majority of the members present at a meeting at which a quorum is present. The election of directors shall be by plurality vote of the members entitled to vote and shall not be cumulative. At each meeting and upon each proposal every member present shall be entitled to one vote.
3.4. Professional Development Groups. Each member of the association will select one Professional Development Group to which he/she shall be a member. Those groups are: Editorial; Electronic Media; Graphic Design; Public Relations; Management; Marketing; Photography. Additional Professional Development Groups may be added, based on a petition signed by at least ten members of the association and an affirmative vote of the association in its annual business session. The Professional Development Coordinator will select a facilitator within each group. They will work together to encourage the development of each group throughout the year and contribute ideas to the Program Vice President for specialized seminars at the workshop.
BOARD OF DIRECTORS
4.1. Board of Directors. The business and affairs of the corporation shall be managed by the Board of Directors. The officers shall constitute the Board of Directors.
4.2. Regular Meetings. A regular meeting of the Board of Directors shall be held without notice other than this Bylaw immediately after, and in the same place as, the annual meeting of members. The Board of Directors may provide by resolution the time and place, either within or without the state of Tennessee, for the holding of additional regular meetings without notice other than such resolution.
4.3. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may select any place, either within or without the state of Tennessee, as a place for holding any special meeting of the Board of Directors called by him or them.
4.4. Notice. Notice of any special meeting shall be given at least two (2) days before the date of such meeting by written notice delivered personally, by mail, or electronically to each director at his or her business address. Except as specifically provided by these Bylaws, neither the business to be transacted at nor the purpose of any special or regular meeting of the Board of Directors need be specified in the notice of such meeting.
4.5. Conference Meetings. The Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of such board or committee by means of conference telephone or electronically by means of which all persons participating in the meeting can simultaneously hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting. The directors shall be promptly furnished a copy of the minutes of such conference meeting.
4.6. Quorum and Voting. A majority of the directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any of those present. A meeting may be adjourned despite the lack of a quorum. The vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless a greater vote is specifically required by the Charter or these Bylaws. The Executive Director shall neither be counted for purposes of determining quorum nor shall he/she be entitled to vote.
ACTION BY WRITTEN CONSENT
5.1. Procedure. Whenever members or directors of the corporation are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken and signed by all of the persons or entities entitled to vote thereon.
WAIVER OF NOTICE
6.1. Procedure. Any notice required to be given to any member or director of the corporation under these Bylaws, the Charter, or the laws of Tennessee may be waived, and a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at nor the purpose of any annual, special, or regular meeting need be specified in the waiver of notice of such meeting.
6.2. Waiver by Attendance. The attendance of a member or director at any annual, regular, or special meeting shall constitute a waiver of notice of such meeting, except where a member or director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.
7.1. Officers. The corporation shall have 13 officers: a President, a President-Elect, a Program Vice President, a Program Vice President-Elect, a Membership Vice President, a Communications Vice President, a Treasurer, an Awards Chairperson, an Awards Chairperson Elect, a Historian, a Professional Development Coordinator, a Missions Vice President and a Task Force Chairperson.
7.2. Election and Term of Office. The officers of the corporation shall be elected by the members at the annual meeting of the Association. Each officer shall hold office for a term of one (1) year and until his or her successor has been duly elected or appointed and qualified, except the Treasurer and the Historian, each of whom shall serve a term of three years. The Treasurer shall not be eligible for re-election to a successive term. The Historian shall be eligible for re-election. Terms of office shall be from annual workshop to annual workshop. The term of office of any officer who dies, resigns, or is removed shall end immediately upon such event.
7.3. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise may be filled by the President for the remaining portion of the term. In the event of the death, resignation, removal or disqualification, or incapacity of the President, the officers shall succeed to that office in the order named in the first section of this Article, except the Secretary who shall not be eligible to serve.
7.4. President. The President shall be the chief executive officer of the corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business affairs of the corporation and see that all orders and resolutions of the Board of Directors are carried into effect. He or she shall preside at all meetings of the members and of the Board of Directors. The President may sign with the Secretary any deeds, mortgages, bonds, or other instruments and any contracts or documents made, executed and delivered in the ordinary course of business or which the Board of Directors has authorized to be executed, except in cases where the signing and the execution thereof shall be expressly delegated by the Board of Directors or these Bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed. The President shall perform any other duties which may be prescribed by the Board of Directors from time to time. The President shall serve as chairperson of the Executive Committee and shall be an ex officio member of all committees.
Immediately following a one-year term as President, the outgoing President shall serve a one-year term as Task Force Chairperson. The Chairperson shall be charged with the responsibility to select members to serve on the Task Force and shall submit these names for approval to the current officer slate. The Task Force shall study and make recommendations on a priority focus selected by its Chairperson.
7.5 President-elect: The President-Elect shall be elected one year in advance of the year for which he/she will be President. The President-Elect shall serve as a non-voting member of the Executive Committee and perform other such duties as may be assigned by the President. The President-Elect shall automatically become President at the conclusion of the business meeting of the annual workshop of the calendar year following his/her election as president-elect.
7.6. Program Vice President. In the absence of the President or at the request of the President, the Program Vice President shall perform the duties of the President, and so acting shall have all the powers of and be subject to all the restrictions on the President. The Program Vice President shall serve as chairperson of the Program Committee and shall perform such other duties as from time to time may be assigned by the President or by the Board of Directors.
7.7. Program Vice President-Elect. The Program Vice President-Elect shall be elected two years in advance of the annual meeting for which he or she is responsible. The Program Vice President-Elect shall serve as a non-voting member of the Executive Committee and perform other such duties as from time to time may be assigned by the President or Board of Directors. The Program Vice President-Elect shall automatically become Program Vice President for the year prior to the annual meeting for which he or she is responsible.
7.8. Membership Vice President. The Membership Vice President shall preside at meetings of the Association at the request of the President and shall serve as chairperson of the Membership Committee. The Membership Vice President shall work to increase and maintain the membership of the Association.
7.9. Communications Vice President. The Communications Vice President shall develop and execute an annual communications plan for the Association, to include website material and other printed and/or electronic promotional pieces. The circulation of this material will include members and other interested individuals.
7.10. Secretary. The Executive Director shall serve as secretary for the Association. The Secretary shall keep the minutes of meetings of the members or directors in one or more books provided for that purpose; shall see that all notices of meetings are duly given according to these Bylaws and Tennessee law; shall be custodian of the corporate records and of the seal of the corporation, if any, and shall see that the seal of the corporation is affixed to documents duly executed on behalf of the corporation; shall keep a register of the post office address of each member and director as furnished by the member or director to the secretary; and shall in general perform all duties incident to the office of secretary and such other duties as may from time to time be prescribed by the President or by the Board of Directors.
7.11. Treasurer. The Treasurer of the corporation shall work with the Executive Director of the corporation to have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of theÂ Â Â corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these Bylaws; and shall in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be prescribed by the Board of Directors.
7.12. Awards Chairperson. The Awards Chairperson shall be responsible for coordinating competitions to recognize members' creative talents. Events will include the awards competition and recognition at the annual meeting and judging of other activities at selected Baptist meetings.
7.13. Historian. The Historian shall be responsible for collecting and organizing historical information about the Baptist Communicators Association.
7.14. Professional Development Coordinator. The Professional Development Coordinator will provide leadership to the professional development group facilitators throughout the year. The Coordinator will also work with the Program Vice President in preparation for the annual workshop.
7.15. Missions Vice President. The Missions Vice President shall be responsible for working with the missions committee to provide members with timely information about current and future opportunities for volunteer missions service, with an emphasis on both individual assignments and group projects. The goal of the Missions Vice President and missions committee should be to engage as many members as possible in deploying their communications skills in missions causes through volunteer service.
CONTRACTS, LOANS, CHECKS, AND DEPOSITS
8.1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract and to execute and deliver any instrument in the name of and on behalf of the corporation; and such authority may be general or confined to specific instances.
8.2. Loans. No loan shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authority is specifically given by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
8.3. Checks, Drafts, Etc. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents, of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.
8.4 Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.
9.1. Budget. An annual budget for the Association shall be prepared by the Treasurer working with the Executive Director and shall be approved by the Executive Committee.
9.2. Audits. An annual review of finances of the Association shall be conducted by the Treasurer working with the Executive Director. Results of the review shall be provided to the Executive Committee.Â The Executive Director shall work with the incoming and outgoing Treasurers when a new Treasurer assumes office. An independent outside review shall be conducted at the discretion of the Executive Committee. The Executive Committee shall be responsible for arranging and reviewing all outside audits.
9.3. Fiscal Year. The fiscal year for the Association shall begin July 1 and conclude June 30. The annual audit of finances shall be conducted during the first quarter of each fiscal year for the preceding fiscal year.
10.1. Executive Committee. The Executive Committee shall be comprised of the President, President-Elect, Treasurer, Communications Vice President and two Lifetime members as well as the Executive Director (an ex-officio and non-voting member). This committee shall manage the affairs of the Association between BCA conferences and work and communicate with the other officers as needed. This committee will have authority to act for the Association on all official matters between annual meetings.The Executive Director shall serve as staff to the Executive Committee.
10.2. Membership Committee. The Membership Committee, with the Membership Vice-President as chairperson, shall be composed of members nominated by the Membership Vice-President and approved by the Executive Committee. This committee shall be responsible for increasing and maintaining the membership of the Association.
10.3. Program Committee. The Program Committee, with the Program Vice-President as chairperson, shall be composed of members nominated by the Program Vice-President and approved by the Executive Committee. This committee shall be responsible for planning the program for the annual meeting and for all other meetings of the Association.
10.4. Nominating Committee. The Nominating Committee shall be composed of at least three members nominated by the President and approved by the Executive Committee. This committee shall be responsible for presenting a slate of officers at each annual meeting to serve for the following Association year.
10.5. Scholarship Committee. The Scholarship Committee shall be composed of at least three members nominated by the President and approved by the Executive Committee. The committee shall be responsible for coordinating the Association’s scholarship programs based on guidelines approved by the membership.
10.6. Awards Committee. The Awards Committee, with the Awards Chairperson as coordinator, shall be composed of at least five members. Committee members shall be nominated by the Awards Chairperson and approved by the Executive Committee. The Awards Committee shall be responsible for coordinating the annual awards competition and recognition.
10.7. Missions Committee. The Missions Committee shall be composed of at least three members nominated by the Missions Vice-President and approved by the Executive Committee. This committee shall be responsible for working with the Missions Vice President to gather information about opportunities for volunteer missions service in communications-related areas and informing members of these opportunities.
10.8.Â Â Â Audit Committee. The Audit Committee shall be composed of three members nominated by the President and approved by the Executive Committee. This committee shall be responsible for overseeing any independent outside reviews of the Association’s finances authorized by the Association.
10.9. Other Committees. Such other committees as the Executive Committee shall deem necessary shall be nominated by the President and approved by the Executive Committee, with the President also naming the committee chairperson. The Executive Committee shall determine the continuation of such special committees when their tasks have been completed.
10.10. Committee Appointments and Meetings. When elected, officers shall be responsible for nominating, and the Executive Committee for approving, all committee members and chairpersons before July 1 of each year. Each standing committee shall retain at least one member from the previous year (with the exception of the Program committee). Committee meetings shall be conducted at the discretion of the chairperson.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
11.1. Indemnification. The corporation shall indemnify any director or officer who was, is, or is threatened to be made a party to a completed, pending, or threatened action or proceeding from any liability arising from the director's or officer's official capacity with the corporation. This indemnification shall extend to the personal representative of a deceased director or officer if the director or officer would, if living, be entitled to indemnification under these Bylaws.
11.2. Costs and Expenses Covered by Indemnification. Indemnification provided under these Bylaws shall extend to the payment of a judgment, settlement, penalty, or fine, as well as attorneys' fees, court costs, and other reasonable and necessary expenses incurred by the director or officer with respect to the action or proceeding.
11.3. Limitations on Indemnification. No indemnification shall be made to or on behalf of any director or officer if a judgment or other final adjudication adverse to the director or officer establishes his or her liability:
(a) for any breach of the duty of loyalty to the corporation or its members;
(b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or
(c) for any distribution of the assets of the corporation which is unlawful under Tennessee law.
12.1. Determination. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.
13.1. Form. The Board of Directors may provide a corporate seal. If a seal is provided, it shall be circular in form and shall have inscribed thereon the name of the corporation, the state of incorporation, and the words “corporate seal.”
14.1. Designation. The parliamentary authority of the corporation in all meetings shall be the latest revised edition of Robert’s Rules of Order.
15.1 The Historical Commission of the Southern Baptist Convention is the official repository of all Baptist Communicators Association records and officer files. Officers of the Association are charged with the responsibility of working with the Historical Commission to ensure that accurate, detailed records are filed or to recommend to the Association the moving of the repository.
16.2. Procedure. These Bylaws may be amended or repealed, and new Bylaws may be adopted, by the Board of Directors upon the approval of the members by the lesser of (1) two-thirds of the votes cast at a duly called meeting; or (2) a majority of all the members. Any meeting at which the Bylaws are amended or repealed must be preceded by written notice to all members given at least two weeks before the meeting stating that one of the purposes of the meeting is to consider a proposed amendment or repeal of the Bylaws. The notice shall be accompanied by a copy or summary of any amendment or state the general nature of the amendment.