Publicaton of this notice is required twice, one month before the start of the annual meeting of the Louisiana Baptist Convention. It was first printed in the Oct. 5 issue.
PARISH OF CALCASIEU
STATE OF LOUISIANA
BE IT KNOWN, that on _____Day of November, 2006, before me, the
undersigned Notary Public in and for the Parish and State aforesaid,
personally came and appeared the undersigned parties of full age of
majority whose signatures are subscribed who declare, in the presence
of the undersigned competent witnesses that, availing themselves of the
provisions of the Louisiana Nonprofit Corporation law, Louisiana
Revised Statutes12:201-12:269 (1950 as amended), and upon the
instructions of the messengers to the 2006 Louisiana Baptist
Convention, they do hereby organize a nonprofit corporation under and
in accordance with these articles of incorporation as follows:
ARTICLES OF INCORPORATION
of the
LOUISIANA BAPTIST CONVENTION
ARTICLE I. NAME
The name of this body is the Louisiana Baptist Convention, hereinafter referred to as “Convention”.
ARTICLE II. DURATION
The duration of this Convention shall be in perpetuity.
ARTICLE III. NON-PROFIT CORPORATION
The Convention is a nonprofit
corporation organized under the Louisiana Non-Profit Corporation Act,
LSA-R.S. 12:201 et seq. and shall have all of the powers, duties,
authorizations and responsibilities as provided therein.
Notwithstanding the foregoing, the Convention shall neither have nor
exercise any power, nor engage directly or indirectly in any activity
that would invalidate its status as an organization exempt from federal
income tax and described in Section 501(c)(3) of the Internal Revenue
Code of 1986, as amended, or the corresponding provision or provisions
of any subsequent United States Internal Revenue law or laws.
ARTICLE IV. PURPOSE
Section 1. The purpose of this Convention is to
provide means through which Louisiana Baptist churches and members can
cooperate in bringing persons to God throughout the world.
Section 2. The Convention will assist churches and
associations in the Christ-appointed tasks: to worship God, to proclaim
the Gospel, to teach, to nurture Christians, to establish and
strengthen churches, and to minister in Christ’s name.
Section 3. This Convention desires to carry
its programs forward in fraternal concert with other Baptist
groups. This Convention will never exercise authority of any type
over such groups.
Section 4. This Convention recognizes the Southern
Baptist Convention as the primary instrument used by Baptists to
further the cause of Christ on a worldwide basis. The Convention
pledges its loyalty and support to the purposes served by the Southern
Baptist Convention.
Section 5. This Convention will do all
its work in accord with the principle that the Bible is the inspired,
inerrant, and infallible Word of God, and is sufficient for all faith
and practice, and is truth without any mixture of error in every area
of which it speaks (Matthew 22:29).
ARTICLE V. REGISTERED OFFICE
The registered office of the Convention shall be located at 1250
MacArthur Drive, Alexandria, Louisiana. The location of the
Convention may be changed by an affirmative vote of a two-thirds (2/3)
majority of the messengers of the Convention present and voting.
ARTICLE VI. MEMBERSHIP
Section 1. This Convention shall be composed of
messengers who are members in good standing of Baptist churches
cooperating with the Convention.
Section 2. This Convention shall be organized on a non-stock basis having messengers as its only members.
Section 3. Any church which has taken action
affirming, approving, or endorsing the practice of homosexuality shall
not be considered as cooperating with this Convention. Such
actions include but are not limited to the licensure or ordination of
homosexuals, marriage or blessing of homosexual relationships, and
endorsing homosexuality as an acceptable lifestyle.
Section 4. Each cooperating Baptist church having
fifty (50) members, or less, shall be entitled to one (1) messenger;
and an additional messenger for each additional fifty (50) members;
however, no church shall be entitled to more than fifteen (15)
messengers.
Section 5. Messengers shall be certified by their
churches to the Convention, but the Convention shall be the final judge
of the election and qualifications of its members.
Section 6. As an independent and sovereign Baptist
group, the Convention reserves the right to determine in its bylaws or
by resolution what constitutes a cooperating Baptist church.
ARTICLE VII. TRUSTEES
Section 1. The Convention’s management is vested in its Board of
Trustees for the execution of legal documents as required by law in
effectuation of direction given by and only with the prior approval of
the messengers. The Board of Trustees and the Convention shall
only act at the direction of and with the prior approval of the
messengers. The messengers may delegate authority to officers or
committees who shall be accountable to the messengers as provided in
the Convention’s Articles of Incorporation and Bylaws. The
Trustees shall have no authority or powers except those explicitly
granted to them by these Articles of Incorporation or in the
Convention’s By-laws.
Section 2. The members of the Board of Trustees of the Convention
shall be the Convention President, First Vice President, Second Vice
President and the Secretary-Treasurer.
Section 3. The names and addresses of the initial Trustees of the Convention are:
Name
Address 1250 MacArthur Dr., Alexandria, Louisiana 71309
Name
Address 1250 MacArthur Dr., Alexandria, Louisiana 71309
Name
Address 1250 MacArthur Dr., Alexandria, Louisiana 71309
Name
Dr. David A. Hankins
Address
1250 MacArthur Dr., Alexandria, Louisiana 71309
ARTICLE VIII. OFFICERS
Section 1. The officers of the Convention shall be a president, a first
vice president and a second vice president. The office of
secretary-treasurer shall be filled ex officio by the executive
director of the Executive Board of the Convention.
Section 2. Officers shall be chosen annually from
messengers in attendance at the Convention. Nominations shall be
from the floor. Election shall be by ballot except when there is
a single nominee for an office. In the latter case the president
shall instruct the secretary to cast a unanimous ballot for the nominee.
Section 3. Officers shall serve for one (1) year and
hold office until their successors are elected and qualified; however,
no officers may serve more than two (2) complete successive terms in
the same office. Terms of office shall commence at final
adjournment of the Convention in session at the time of their election
and terminate at final adjournment of the succeeding regular session of
the Convention. In case of death, disability of, or other cause
making necessary the retirement of the president, the vice presidents
shall succeed in order. The Executive Board shall determine when
an office is vacant due to the disability of an incumbent.
Section 4. The president shall preside over all
deliberations of the Convention and shall perform such other duties as
may be customary to the position or as determined in the bylaws or by
resolution, and shall, by his election, become an ex officio member of
all Convention committees and boards. He shall continue as ex
officio member of the Executive Board for one full year immediately
following tenure as president of the Convention unless elected to fill
a vacancy in the regular membership of the Executive Board.
Section 5. The vice presidents may, in the
absence of the president or when requested by the president, preside
over the Convention and shall perform such other duties as may be
provided in the bylaws or resolutions or as requested by the president.
Section 6. The executive director shall keep
accurate and faithful minutes of all sessions of the Convention.
He shall cause these to be published in suitable form in the Annual of
the Convention together with such other information as the Convention
or the Executive Board of the Convention deems necessary and proper.
ARTICLE IX. COMMITTEES AND BOARDS OF THE CONVENTION
Section 1. The plan of organization for standing committees and
permanent boards of the Convention shall be as established in the
bylaws of the Convention.
Section 2. Special committees shall serve for one
(1) year or less as provided in the resolutions creating such
committees.
Section 3. The members of all standing committees (except the
Committee on Committees) and the permanent boards of the Convention
shall be elected by the Convention. New members on all boards and
committees who fill vacancies developing after annual Convention and
before the month of May shall be elected by the Executive Board upon
recommendation of the Convention Committee on Nominations or Committee
on Committees.
Section 4. The president of the Convention shall
appoint the members and the chairman and vice chairman of the Committee
on Committees.
Section 5. Boards shall report annually to the
Convention in the manner specified by the Executive Board of the
Convention unless the Convention itself directs otherwise.
Section 6. Each committee and board of this
Convention shall supply the executive director with an official copy of
its charter or other legal evidence authorizing its establishment and a
copy of its bylaws, as well as copies of the official minutes of their
regular and special meetings. The executive director shall
maintain these in such fashion that they are readily available to all
Louisiana Baptists at the Convention offices of the Executive Board of
the Convention.
ARTICLE X. THE EXECUTIVE BOARD OF THE CONVENTION
Section 1. The Executive Board of the Convention
shall serve as the Convention ad interim, as the Convention’s principle
advisory committee on total programs, and as the Convention’s operating
board for the Convention-sponsored general programs and programs not
specifically assigned elsewhere.
Section 2. The Executive Board shall consist of one
(1) member from each association, plus one (1) additional board member
from each association having as many as ten thousand (10,000) church
members, and an additional board member for each additional five
thousand (5,000) church members of such associations; provided,
however, that not more than seven (7) members from any one association
shall serve simultaneously as members of the Executive Board. The
president of the Convention shall be an ex officio member of the
Executive Board, and the Convention president shall continue as ex
officio member of the Executive Board for one full year immediately
following his tenure as president unless elected to fill a vacancy in
the regular membership of the Executive Board.
Section 3. The terms of elected Executive Board
members shall run for three (3) years. No member may serve
continuously for more than two (2) complete successive terms. No
member shall be eligible to serve another term until an interval equal
to the number of years served shall have elapsed.
Section 4. The membership of any Executive Board
member shall be declared vacant if he ceases to be affiliated with a
church that is a member of the association from which he was elected.
Section 5. The Convention shall annually elect members to fill all vacancies on the Executive Board.
Section 6. The elected officers of the Executive
Board of the Convention shall consist of a president and a vice
president chosen annually by the membership of the Executive
Board. They shall have the duties customarily associated with
such positions. The board itself shall elect an executive
director for an indefinite term. The executive director shall be
ex officio member of the board and serve as its secretary.
Section 7. The Executive Board itself shall
determine its time of meeting, organization and method of proceeding
subject to this constitution and the Convention’s bylaws.
Section 8. The Executive Board of the Convention
shall report annually to the Convention concerning the total Convention
program, the operating programs entrusted to the board, and such other
matters as the board deems necessary and proper.
Section 9. The Executive Board of the Convention
shall recommend annually to the Convention the
appropriation or allocation of undesignated financial
resources of the Convention.
Section 10. The Executive Board of the Convention
shall serve as the general corporate authority of this
Convention. No activity supported by and subject to the will of
this Convention shall seek incorporated status in Louisiana or
elsewhere without the express approval of this Convention or the
Executive Board of this Convention.
ARTICLE XI. THE DENOMINATIONAL PAPER
The Baptist Message shall be the official paper of this Convention.
ARTICLE XII. MEETINGS
Section 1. The Convention shall meet in regular
session in the week following the second Sunday in November unless
unusual circumstances should require a change. In such a case,
date, time and place shall be determined by the Executive Board.
Section 2. Only the Executive Board of the
Louisiana Baptist Convention is authorized to call a special meeting of
the Convention and only upon giving churches cooperating with the
Convention at least thirty (30) days written notice of the date, place
and time of said special meeting which meeting can only be held within
the state of Louisiana.
ARTICLE XIII. INDEMNIFICATION
To the maximum extent permitted or required by LSA-R.S. 12:227 as it
now exists or as it may be amended in the future, the Convention shall
indemnify and advance expenses to persons indemnified in §227 for
amounts such persons pay directly. The Convention shall not
indemnify or advance expenses to such persons for any amount paid by a
third party pursuant to a plan or contract of insurance.
ARTICLE XIV. INCORPORATORS
The names and addresses of the Incorporators are as follows:
Name: Bill Robertson
Address:
1250 MacArthur Dr., Alexandria, Louisiana 71309
Name: Wayne Dubose
Address: 1250 MacArthur Dr., Alexandria, Louisiana 71309
Name: Collin Wimberly
Address: 1250
MacArthur Dr., Alexandria, Louisiana 71309
Name: Dr. David A. Hankins
Address: 1250 MacArthur Dr., Alexandria, Louisiana 71309
ARTICLE XV. AGENT FOR SERVICE
The first agent for service of process for the Convention shall be Dr.
David A. Hankins. The Board of Trustees may from time to time as
it shall determine in its discretion change the agent for service of
process for the Convention without the necessity of approval by the
messengers.
ARTICLE XVI. CONSTRUCTION
All references in these Articles of Incorporation to statutes,
regulations, or other sources of legal authority shall refer to the
authorities cited, or their successors, as they may be amended from
time to time.
ARTICLE XVII. AMENDMENTS
This constitution may be amended at any annual
session of the Convention, or at a special session convoked
specifically for this purpose, by two-thirds of the messengers present
and voting, provided:
Section 1. Proposed amendments originating on the
floor of the Convention were submitted in writing at the previous
session of the Convention, published in full in the Annual and referred
to the Executive Board of the Convention for study and recommendation.
Section 2. Proposed amendments originating in the
Executive Board of the Convention are published in full in two (2)
successive issues of the Baptist Message at least one (1) month
prior to the convening of the Convention.
IN WITNESS WHEREOF, we have hereunto set our hands, this ________ day of November 2006.
Witnesses:
_________________________ _______________________________________
Bill Robertson, Incorporator
_______________________________________
Wayne Dubose, Incorporator
_________________________
Collin Wimberly, Incorporator
______________________________________
Dr. David A. Hankins, Incorporator
______________________________
, Notary Public, #
__________________________________________________________