ARTICLE I – Purpose
In the Providence of God, the time has come when it seems fitting more fully to demonstrate our oneness in Jesus Christ as Divine Lord and Savior by the creation of an inclusive agency of the Christian Churches of Berrien County, Michigan.
The purposes of the Association are:
1. To extend the ministry of the member churches by doing cooperatively those things not specifically the concerns of the individual congregations.Denominational interests and local church practices are reserved for implementation to local churches.
2. To encourage fellowship and mutual counsel concerning the spiritual life and religious activities of the churches.
3. To study needs and initiate projects designed to meet the human and spiritual needs of the community, and to refer to individual churches or secular agencies those which can better be accomplished by such groups.
4. To cooperate with the community secular agencies in providing services of mutual concern and to act as a liaison between such organizations and member churches as is feasible or desirable.
5. To serve as a source of information on matters concerning Christian interests, church activities, public legislation, education, civic affairs, etc.
6. To maintain fellowship and cooperation with other councils of churches throughout the world that, by action of their highest constituted authority, are in agreement with the purposes of this association.
7. To offer a voice for the churches on community concerns
ARTICLE II – Membership
Sec. 1 The Association shall be composed of those churches in Berrien County that shall agree by their respective authorized methods to unite with the Berrien County Association of Churches. The application of a church for membership shall be subject to approval by a majority vote of the Board of Directors at any regular meeting of the Board of Directors. The membership of any church shall continue in good standing thereafter as long as such church contributes annually of its time, talent and financial resources to the support of the Association, and maintains duly designated delegates to the meetings of the Association.
Sec. 2 Any member of the Berrien County Association of Churches unwilling to cooperate in a program determined upon by the said Association shall be excused there from upon its written request to that effect, duly presented to the Board of Directors.
Sec. 3 In addition to those churches which are members of the Berrien County Association of Churches, any other religious body which desires to participate in a project sponsored by the Berrien County Association of Churches will be welcomed, subject to the approval of the Board of Directors.
Sec. 4 Any member church that shall decide according to its authorized methods to withdraw from the Berrien County Association of Churches shall duly certify such action in writing to the Board of Directors.
ARTICLE III – Meetings
Sec. 1 The Association shall hold four (4) public meetings each year which shall be open to all member churches and to the general public. The meetings shall be held as follows:
Annual Meeting
The Annual Meeting to elect officers and directors, to receive the annual reports and to transact other business as shall come before the meeting, shall be held in October of each year. Notice of the Annual Meeting shall be mailed to each member congregation.
Other Meetings
Sec 2. Three program meetings of interest to member churches, to the Christian community and/or to the general public shall be held during each year. Business of the Association may be conducted at these meetings at the discretion of the Board of Directors, providing written notice of the business to be conducted has been given.
Special Meetings
Meetings of the Association delegates may be called by the Board of Directors as necessary for the transaction of business beyond the scope of the Board of Directors.
Written notice of a special meeting and of the business to be conducted thereat shall be given to member churches and their delegates at least two weeks prior to the meeting.
Sec. 3 Delegates
Each church holding full membership in the Association is entitled to three (3) lay delegates, each of whom shall be entitled to one vote at the annual and special meetings. Clergy of each member church shall also be considered delegates with voting privileges.
ARTICLE IV – Board of Directors
Sec. 1 The Board of Directors shall be the administrative body for the Berrien County Association of Churches. It shall consist of the Directors and Officers listed below:
Directors shall be selected from Christian Churches in Berrien County. They will include both lay and clergy persons from various denominations represented in the County. The Nominating Committee shall prepare a list of nominees to be elected as Directors for the annual Meeting. The Nominating Committee shall be sensitive to the make-up of the Board of Directors, balancing such factors as clergy and laity, denominational background, race and gender. There shall be no more than three (3) persons from any one denomination elected to the board in a given year, except where more than five (5) churches of a single denomination are members, one (1) additional person may be elected for every five (5) member churches of that denomination. No more than one (1) person from a single church maybe elected in any given year. There shall be ten (10) directors. Five (5) directors shall be elected at each Annual Meeting. Each director shall be elected for a two (2) year term. No person having completed two (2) full terms on the Board of Directors shall be eligible for re-election until at least one full year shall have passed.
There shall be ten (10) directors. Five (5) directors shall be elected at each Annual Meeting. Each director shall be elected for a two (2) year term. No person having completed three (3) full terms on the Board of Directors shall be eligible for re-election until at least one full year shall have passed.
The President, Vice President, Secretary, Assistant Secretary, Treasurer and the immediate Past President.
The chairpersons of standing committees and Task forces in an advisory capacity without vote.
The presidents (or designated representatives) of ministerial fellowships and chapters of Church Women United, and similar ecumenical groups recognized by Board action, in an advisory capacity without vote.
Sec. 2 Regular meetings. The Board of Directors shall meet once each month at a time and place fixed by the President unless the Board shall determine otherwise.
Sec. 3 Special Meetings of the Board of Directors may be called by the President, or by request of three (3) voting members of the Board.
Sec. 4 A quorum shall consist of seven (7) voting members of the Board.
Sec. 5 The Board of Directors shall have the power to fill any vacancy in any elected office occurring for any reason whatsoever, to determine the general policies of the Association, to approve chairpersons of working groups or committees, to determine the annual audit of accounts, to manage the property of the corporation, both real and personal, to require any officer or agent to be bonded, and to give general supervision to all activities of the Association, its staff, and its working groups or committees.
Sec. 6 Notice stating the place, date and time of any meeting shall be given to each member in advance of such meeting.
Sec. 7 The Board shall neither buy nor sell real estate without approval of the Association delegates.
Sec. 8 Any Board member who misses three (3) consecutive Board meetings without contacting either the Chairperson or Secretary of the Board and having their attendance excused, shall be considered as having resigned their position on the Board.
ARTICLE IX – Nominating Committee
Sec. 1 There shall be a nominating committee elected by the delegates at the annual meeting. The committee shall consist of six (6) persons.
Sec 2 Three (3) members of the Nominating Committee shall be elected each year for two (2) year terms. No persons having completed a two-year term on the Nominating Committee shall be eligible for reelection until at least one full year shall have elapsed.
ARTICLE V – Executive Committee
Sec. 1 There shall be an Executive Committee consisting of the President, Vice President, Secretary, Assistant Secretary, Treasurer and Immediate Past President.
Sec. 2 The Executive Committee shall exercise the powers of the Board of Directors between meetings of the Board. It shall not have power to buy or sell real estate or to authorize expenditures of more than $200 without approval by the Board of Directors.
Sec. 3 The Executive Committee shall meet on call of the President, or any two (2) members of that committee.
ARTICLE VI – Officers
Sec. 1 The elected officers of the Association shall be a President, Vice President, a Secretary, an Assistant Secretary and a Treasurer.
Sec. 2 The officers shall be elected yearly at the Annual Meeting of the Association. The officers shall not serve in an office for more than four (4) years.
Sec. 3 Any officer may be removed by a two-thirds (2/3) vote of the delegates present at any officially called meeting.
Sec. 4 Duties of the President. The President shall preside at all meetings of the Association, and Board of Directors, and the Executive Committee. The President shall sign, with the Secretary, all contracts and other instruments on behalf of corporation, unless the Board of Directors authorizes other elected officers to perform such duties, and shall perform such other duties as are usually performed by a President. The President shall be ex-officio member of all Association working groups or committees.
Sec. 5 Duties of the Vice President. The Vice President shall perform the duties of the President in that officer’s absence and shall assist the President as needed.
Sec. 6 Duties of the Secretary. The Secretary shall keep a list of all member churches and a record of all meetings of the Board of Directors and the Executive Committee. The Secretary shall sign, with the President, all contracts and other instruments on behalf of the corporation, unless the Board of Directors authorizes other signers, and shall authorize notices of all meetings of the Association, Board of Directors, and the Executive Committee.
Sec. 7 Duties of the Assistant Secretary. The Assistant Secretary shall perform the secretarial duties in the absence of that officer.
Sec. 8 Duties of the Treasurer. The Treasurer shall supervise the receiving, depositing and disbursement of all funds received by the corporation. The Treasurer shall perform all duties usually performed by a Treasurer.
ARTICLE VII – Camp Warren Endowment Board
Sec. 1 The Association shall maintain an endowed fund under the name of the Camp Warren Endowment. The fund shall be managed by a Camp Warren Endowment Board as herein set forth.
Sec. 2 a. The Camp Warren Endowment Board shall have a Board of Seven (7) members from within the membership of churches of the Association, who will include a distribution of both lay and clergy persons, a representation of the various denominations represented in the Association, and a representation inclusive of gender and race.
- Six of the seven members of the Endowment Board shall be elected at the annual meeting of the Association in the same manner that members of the Board of Directors are elected.
1) After the initial election to staggered terms, these six members of the Endowment Board shall serve for three (3) year terms, with two (2) members’ terms coming due each year.
2) Vacancies in these six seats on the Endowment Board shall be filled by the Endowment Board until the next annual meeting of the Association, at which time an election shall be held for the unexpired term.
3) People elected to any of these terms on the Endowment Board shall be ineligible for re-election after six years of consecutive service, until at least one year off the Board has been completed.
- One member of the Endowment Board shall be selected by the Board of Directors of the Association from among its own membership.
1) This person shall be elected at the first regular meeting of the Association Board of Directors following an annual meeting of the Association, and shall serve for one year, or until his or her successor has been elected.
2) Vacancies in this seat on the Endowment Board shall be filled by the Association Board of Directors for the unexpired term
3) A person elected to this term on the Endowment Board shall be ineligible for re-election after six years of consecutive service, including service in any of the other six terms above, until at least onr off the Endowment Board has been completed.
4) This person shall make regular reports to the Board of Directors of the Association on the working and actions of the Endowment Board.
- An Endowment Board member may be recalled by a vote of 51% of an officially called meeting of the Association membership called for that purpose.
The Endowment Board shall choose its own officers consisting of a chairperson and secretary on an Annual basis. The treasurer of BCAC shall maintain the financial records and maintain and care for all the records of the Endowment Board.
- A quorum at Endowment Board meetings shall consist of no less than four (4) members.
Sec. 3 If there is any conflict of interest on the part of any member of the Endowment Board, that member shall disqualify himself or herself from any decisions related that conflict in accordance with the Michigan Nonprofit Corporation Act, Section 450.2525.
Sec. 4 The Endowment Board shall maintain, invest, manage, and protect the fund according to rules and regulations adopted by the Association and as set forth in Section 8.
Sec. 5 The Endowment Board is empowered to receive additional non-political, non-binding contributions to be added to the fund in accord with the rules and regulations adopted by the Association.
Sec. 6 a. The Endowment Board shall determine distributions from the fund in accord with the adopted rules and regulations.
- The Endowment Board shall receive recommendations for distributions of funds from the Association’s Board of Directors, and member churches.
- The Endowment Board is accountable to the membership of the Berrien County Association of Churches or its successor, with irrevocable authority, including the choices of distribution, which shall not be challengeable if consistent with the adopted rules and regulations.
Sec. 7 The Endowment Board shall make regular reports to the annual meeting of the Association including:
- The number of applications and requests for funding.
- A listing of grants and amounts given.
- The current location of funds and investment vehicles, their status, and the rate of return on investment vehicles.
Sec. 8 Changes in Investment Strategy
1.Sale, lease or exchange of invested assets of up to one-third of the total assets of the endowment, in any given year, may be made by the Endowment Board.
2. Recommendations of the sale, lease, or exchange of assets of more than one-third of the total assets of the Endowment shall be presented to the Board of Directors of the Association, who may approve of such sale, lease, or exchange, or who shall present the recommendation of the committee and any additional information to a meeting of the full membership of the Association who alone shall retain the authority to make such a change in the investments.
ARTICLE VIII – Benton Harbor Street Ministry Board
Sec. 1 The Association shall maintain the Benton Harbor Street Ministry as an outreach ministry. The ministry shall be managed by the Benton harbor Street Ministry Board as herein set forth.
Sec. 2
- The Benton harbor Street ministry Board (“BHSM Board”) shall have seven (7) members.
- Six of the seven members of the BHSM Board shall be elected at the annual meeting of the Association in the same manner that members of the Board of Directors are:
1) After the initial election to staggered terms, these six members shall service for three (3) year terms, with two (2) members’ terms coming due each year.
2) Vacancies throughout a term of any member filing these six seats shall be filled by the BHSM Board until the next annual meeting of the Association, at which time an election shall be held for the vacating member’s unexpired term.
3) People elected to any of these terms on the BHSM Board shall be ineligible for re-election after sex years of consecutive service or 2 partial or full 3-year terms, whichever is less, and until at least a one year absence from the BHSM Board has been completed.
- One member of the BHSM Board shall be selected by the Board of Directors of the Association from among its own membership.
1) This person shall be elected at the first regular meeting of the Berrien County Association Board of Directors following an annual meeting of the Association and shall serve for one year, or until his/her successor has been selected.
2) Vacancies in this seat on the BHSM Board shall be filled by the Berrien County Association of Churches Board of Directors for the unexpired term.
3) A person elected to this term on the BHSM Board shall be ineligible for reelection after six years of consecutive service, including service in any of the other six seats noted above. After such service, the member shall be ineligible for service until at least a year absence from the BHSM Board has been completed.
4) This person shall make regular reports to the Board of Directors of the Berrien County Association of Churches on decisions of the BHSM Board and the activities of the BHSM.
- A BHSM Board member may be recalled by a vote of 51% of an officially called meeting of the Berrien County Association of Churches membership call for that purpose.
- The BHSM Board shall choose its own officers consisting of a Chairperson and Secretary on an annual basis. The Berrien County Association of Churches Treasurer shall also serve as the treasurer of the BHSM Board.
- A quorum at BHSM Board meeting shall consist of no less than four (4) members.
- Any Board member who misses three (3) consecutive Board meetings without contacting either the Chairperson or Secretary of the Board and having their attendance excused, shall be considered as having resigned their position on the Board.
Sec. 3 The BHSM Board shall advise, oversee and direct the operations of the Benton Harbor Street Ministry per the “Berrien County Association of Churches & Benton harbor Street Ministry Agreement” adopted by the Berrien County Association of Churches.
Sec. 4 The BHSM Board shall make regular reports to the annual meeting of the Berrien County Association of Churches.
ARTICLE XI – Corporate Seal
Sec. 1 The Corporate Seal of the Corporation shall be circular in form with the name of the Corporation and words “Corporate Seal” imprinted thereon.
ARTICLE XII Amendments
Sec. 1 These Bylaws may be amended at any regular meeting of the delegates by an affirmative vote of two-thirds (2/3) of the delegates present at such meeting, providing that the notice for such meeting states substantially the amendment proposed, and that notice of such proposed amendment and opportunity for discussion on it were offered all delegates at least thirty days before adoption.
These Bylaws were revised to include amendments approved by Association delegates at an Annual meeting held on October 8, 2012.