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THE CONSTITUTION OF THE
NORTHWEST BAPTIST CONVENTION

For more effective coordination of our efforts in promoting our Lord's program for the salvation and blessing of the world, we adopt the following as the Constitution, Bylaws, and Statement of Faith of the Northwest Baptist Convention:

ARTICLE I.  NAME

This body shall be called the Northwest Baptist Convention, hereinafter referred to as the Convention.

ARTICLE II.  INCORPORATION

The Convention is incorporated under the laws of the State of Oregon as a nonprofit organization and operates under a charter from the State of Oregon.

ARTICLE III.  PURPOSE

The Convention is a body through which autonomous Baptist churches cooperate in promoting the activities which they deem necessary to carry out the Great Commission of Christ.

ARTICLE IV.  CONSTITUENCY

Section 1.  Messengers.  All sessions of the annual convention shall be composed of messengers elected by New Testament churches of like faith who fellowship through the Convention.  The messengers shall be members of the church which elects them.  A church may send three (3) messengers for the first fifty (50) members or fraction thereof, and one (1) messenger for each additional fifty (50) members or major fraction thereof, provided no church shall have more than 10 messengers.

Section 2.  Affiliation.  Messengers from new churches may be seated at any annual convention by two-thirds (2/3) vote of the messengers present and voting.  Cooperation is voluntary and any church may withdraw its cooperation at its discretion.  The request for fellowship by a new church shall be accompanied by a recommendation from one of the following:  (a) a church already affiliated with the Convention; (b) an Executive Board-elected member of the Convention staff ;  (c) an association in cooperation with the Convention.  A request for fellowship by a new church must be submitted to the Credentials Committee at least thirty (30) days preceding the annual convention.

Section 3.  Cooperation. A church exemplifies cooperation by contributing through the Cooperative Program, reporting annually to the convention, participating in convention activities, and sending messengers to the annual convention.

Section 4.  Dismissal.  Messengers from a church may be refused seating according to Article V at any annual convention and that church shall not be considered in fellowship with the Convention and shall not be invited to participate in convention activities and programs until a new request for fellowship is made according to Article IV Section 2. 

ARTICLE V.  JURISDICTION

This Convention has no jurisdiction over any local churches and shall at no time nor in any way exercise any authority over them, provided however, the Convention may withdraw the hand of fellowship from any church or churches which shall, in the judgment of the Convention, become corrupt in doctrine, faith and/or practice.

ARTICLE VI.  OFFICERS

The officers of the Convention shall be: executive director-treasurer, president, first and second vice presidents.  A person may be elected as an officer of the Convention even though they may be serving as a trustee, director, or committee member of an incorporated institution or agency fostered and/or operated by the Convention.  Other officers may be elected as deemed necessary by the Convention.   Candidates for president, first and second vice president shall be nominated from the floor of the annual convention and elected annually.

ARTICLE VII.  BOARDS, AGENCIES, COMMITTEES, AND TRUSTEES

Section 1.  The Convention shall establish such agencies, boards, committees, and employ administrative staff as deemed necessary for the attainment of its objectives.

Section 2.  Executive Board.  The Convention shall elect an Executive Board of twenty (20) members plus convention officers.  At least 25% of the Executive Board shall be other than ordained ministers, and at least one half of this number shall be women.  In electing members of the Executive Board, due regard shall be given to geographical, cultural, and numerical representation.  The immediate past president of the Convention and the chairman of the Northwest Baptist Foundation Executive Board shall serve as ex-officio members of the Executive Board.

The Executive Board shall act for the Convention between annual conventions.  It shall not alter any directive of the Convention.  In matters assigned to agencies of the Convention, the Executive Board shall act as the Convention between annual conventions only upon request by the directors or trustees of the agencies or as specifically directed by the Convention.

Section 3.  Northwest Baptist Foundation.  The Northwest Baptist Foundation, hereinafter referred to as the Foundation, is an incorporated agency of the Convention, and is responsible directly to the Convention.  The Foundation shall hold in trust all bequests and gifts of funds and property for all agencies of the Convention and shall administer those trusts by distribution of principals or income of such funds or property to the best interests of the agency specified, except when the provisions of the donor or donors otherwise prohibit. The president of the Foundation shall report annually to the Executive Board of the Convention and to the annual convention.  Any changes in the articles of incorporation of the Foundation must be approved by a two-thirds (2/3) vote of those present and voting at an annual convention.

Section 4.  Trustees or Directors.  The trustees or directors of any incorporated institution or agency of the Convention shall be elected by the Convention.

Section 5.  No person, except the elected officers of the Convention and the chairman of the Foundation Executive Board shall serve at the same time as a member of the Executive Board and a trustee or official of any incorporated institution or agency fostered and/or operated by the Convention.

Section 6.  No person shall be eligible to serve as an officer, trustee, or as a member of any board, department or committee who is not a member in good standing of one of the churches cooperating with the Convention.

Section 7.  No person or their spouse employed by the Convention or any of its agencies shall be elected to serve on the Executive Board or as trustee or director of any of the agencies of the Convention.  In the event the Convention or any of its agencies employs the spouse of any ex-officio Executive Board member (see Article VII, Section 2) the Nominating Committee will choose another person from that agency or organization to serve on the Executive Board.

Section 8.  Boards, departments, trustees, directors, or committees of institutions or agencies must operate within the Business and Financial Plan of the Convention.

 

ARTICLE VIII. MEETINGS
       
Section 1.  The Convention shall meet annually at such time and place as may be designated by the Convention.  In an emergency affecting the Convention, the Executive Board may change the time and/or place of the annual convention.  In  special circumstances the president or the executive director-treasurer and one-third (1/3) of the Executive Board may call a special convention, each church listed in the minutes of the last annual convention having been notified in writing at least fifteen (15) days before the special convention.  A printed agenda shall accompany the notification.

Section 2.  The Executive Board of the Convention shall meet at least twice each year as the full Executive Board.  One meeting shall be in relation to the annual convention. The president and the executive director-treasurer of the convention shall set the agenda, time, and place of the meetings; notifying all Board members well in advance of the meeting. Special meetings may be called by the president or the executive director-treasurer.  Convention Executive Board committees shall meet as needed to conduct responsibilities assigned to them by their Executive Board.

Section 3.  The Executive Board of the Foundation shall meet at least twice each year.  The chairman and president of the Foundation shall set the agenda, time, and place of the meetings; notifying all Board members well in advance of the meeting.  Special meetings may be called by the chairman or president of the Foundation.  Foundation Executive Board committees shall meet as needed to conduct responsibilities assigned to them by their Executive Board.

ARTICLE IX.  OFFICIAL PUBLICATION

 The official publication for the Convention is the NORTHWEST BAPTIST WITNESS and is under the direction of the Executive Board.  The editor shall be elected by the Executive Board for an indefinite tenure of office.  The editor shall be responsible to the Executive Board through the executive director-treasurer.  Nothing in the Constitution and Bylaws shall be construed as limiting the editorial freedom of the editor.

ARTICLE X.  STATEMENT OF FAITH

 The Statement of Faith of the Convention is THE BAPTIST FAITH AND MESSAGE 2000.

ARTICLE XI.  AMENDMENTS

 This Constitution may be amended (except Article V, which shall not be amended) at any annual convention.  Notice of intention to propose such amendment, together with a copy of the proposed amendment, shall be printed in the NORTHWEST BAPTIST WITNESS not less than sixty (60) days before the annual convention at which the proposed amendment is to be offered.   A two-thirds (2/3) vote of the messengers present and voting shall be required for adoption of such amendment.

 

BYLAWS

1.  PROCEDURE

(1)  Except as otherwise provided for the Constitution and Bylaws, Robert’s Rules of Order, Latest Edition shall be the parliamentary guide to all matters pertaining to the conduct of business sessions of the Convention.
(2)  Persons invited to participate in the annual convention may be granted the privilege of speaking, but not voting.  Only duly elected messengers shall vote.
(3)  Messengers must deposit with the Credentials Committee certification from their churches that they are duly elected messengers before receiving ballots for voting in the Convention business sessions.
(4)  The Convention shall express its official position only through its Constitution and Bylaws, or by the majority vote of the messengers.  The receiving, acceptance, or adoption of a report shall not, in the absence of implementing directives, be construed as authorizing action by convention committees, employees, boards, or agencies.

2.  DUTIES OF OFFICERS

 (1)  The executive director-treasurer shall plan, coordinate, and promote the activities of the Convention through its boards, departments, committees, agencies and trustees.  He shall receive and disburse all funds coming under the direction of the Convention and/or the Executive Board.  He shall give complete and accurate report of all funds received and disbursed at least twice annually to the Executive Board and to the annual convention.  He shall receive and disburse designated funds as directed by the donor and shall be bonded in sufficient amount as to insure faithful handling of all funds.  He shall submit to the Executive Board an annual audit of all funds handled and disbursed.
The executive director-treasurer shall be elected by the Convention for an indefinite tenure of office after nomination by the Executive Board.   The election of the executive director-treasurer shall be by ballot of the messengers present and voting.  When the position of executive director-treasurer is vacated, a search committee shall be nominated by the Convention officers and elected by the Executive Board from members of churches in fellowship with the Convention.   This committee shall report regularly to the Executive Board.
The executive director-treasurer shall serve ex-officio as secretary of the Convention and its Executive Board.  He shall keep accurate and faithful minutes of all convention meetings.  He shall cause these to be published in suitable form in the annual of the Convention, together with the Constitution and Bylaws and such other information as the Convention or its Executive Board deems necessary and proper.  He shall be an ex-officio member without voting privileges of all boards and committees of the Convention.   The executive director-treasurer and president of the Convention shall sign all legal papers for the Convention.  In the absence of either, an associate executive director and/or a vice president may sign.
(2)  The president shall preside over convention meetings and appoint such committees as the Convention or Executive Board shall authorize.  He is an ex-officio member of all boards and committees of the Convention and he is chairman of the Executive Board.
(3)  It shall be the duties of the first and second vice-presidents in the order of their election to preside in the absence of the president or by request of the president in any meetings of the convention or the Executive Board.  These officers shall be ex-officio members of the Executive Board.
(4)  The first and second vice-presidents of the Convention shall succeed to the office of president in the order of their election in the event that the office of president is vacated between annual conventions.  The Executive Board is authorized to elect a president to serve until a successor is elected in an annual convention in the event of the vacating of office or inability to serve on the part of all three of the executive officers.
(5)  The election of convention officers shall be by ballot and require a majority vote for election, except when there is only one nomination for an office and no other person desires to nominate, in which case, the president may take the vote by acclamation.  These officers shall begin serving at the close of the annual convention in which they are elected.  No one is eligible for election as president for more than two (2) consecutive terms.
(6)  Election of the executive director-treasurer shall require a two-thirds (2/3) vote of the messengers present and voting.  This election can take place at the annual convention or at a special convention called for this purpose.
(7)  The executive director-treasurer may be terminated by a simple majority of the Convention in session or by the Executive Board by a two-thirds (2/3) vote of the elected members.  The vote will be by ballot.

3.  EXECUTIVE BOARD

(1) The members of the Executive Board shall be nominated for election for four (4) consecutive years, all being elected annually by the Convention.  The term of office shall begin January 1 following the election at the annual convention.  Existing vacancies shall also be filled by election at the annual convention.  No person having served a four (4) year term, or three (3) years of an unexpired term shall be eligible for reelection to the Executive Board until one (1) year has passed.   A majority of the members shall constitute a quorum.  A member who misses two (2) consecutive meetings shall be recognized as having resigned from the Executive Board unless a written excuse is received and approved by the Executive Board.   If between annual conventions the number of Executive Board members shall fall below fifteen (15), the Executive Board shall have the authority to fill vacancies to maintain a minimum of fifteen (15) members.  Members thus elected shall serve until the next annual convention.
(2)   The Executive Board shall organize itself into committees as necessary for accomplishing the tasks assigned to it by the Convention.  The committees and their chairmen shall be assigned by the Convention president in consultation with the executive director-treasurer and the vice presidents.
(3)  The Executive Board shall propose to the annual convention for convention approval a budget for the following year.  All proposed changes in the budget shall be referred, by majority vote of the Convention, to the Executive Board for study and recommendation to the Convention before final action shall be taken on the budget.  The appropriate committee of the Executive Board shall act as a budget control committee in the interval between annual conventions and shall recommend budget adjustments to the Executive Board.
(4)  The Executive Board shall act for the Convention between the annual meetings in accepting resignations of elected officers of the Convention and its agencies.

4. AGENCY REPORTS

The directors or trustees of incorporated agencies of the Convention shall be responsible for developing budgets and disbursing funds for their respective agencies.  Any request for convention funds shall be made to the Finance Committee of the Executive Board accompanied by proposed annual budgets.  The current budget and the current financial statement of each agency shall be included in the book of reports.  They shall also provide to the Executive Board annual audits of all funds received and disbursed.

5. COMMITTEES

(1)  Standing Convention Committees:  The president and the first and second vice presidents shall serve as a Committee on Committees and shall appoint the following committees after the annual convention in which these officers were elected and prior to January 1 of the following year.  No person may serve more than four (4) consecutive years on any committee.  No person may serve on two (2) committees at the same time.   No Executive Board member shall serve on a standing convention committee.
(a) A Nominating Committee, composed of seven (7) members, shall nominate to the Convention all members of boards, trustees of institutions and agencies, and other nominations which the Convention may assign to it.
(b) An Order of Business Committee, composed of seven (7) members, shall present to the opening session of the annual convention a recommended schedule and program for the annual convention.  It shall, through its chairman, closely monitor the schedule adopted by the Convention. 
(c) A Resolutions Committee composed of seven (7) members, shall receive and review all resolutions committed to it and shall formulate whatever other resolutions it may consider proper and report them to the Convention.
(d) A Credentials Committee composed of seven (7) members, shall examine the credentials of messengers of new churches applying for convention fellowship (see Article IV) and recommend convention action regarding them.  This committee is also responsible to monitor messenger registration.  
(e) A Constitution Committee composed of seven (7) members, shall receive and review proposed amendments to the Constitution and Bylaws committed to it and shall formulate whatever other amendments it may consider proper and report them to the Convention in the manner prescribed in the Constitution and Bylaws.
(f) An Ethics and Religious Liberty Committee composed of seven (7) members, shall identify, develop awareness, and channel appropriate action on a wide range of social and moral issues that are important to the church and to the larger community of faith.
(2)  Special committees shall be governed by the resolutions creating such committees.  They shall serve only until the next annual convention, but may be extended by the Convention if more time is needed to complete their purpose.

6.  REMUNERATION

Members of boards and committees shall serve without remuneration.  The Convention shall provide cost of travel, meals and lodging as funds permit, for members of boards and committees when fulfilling their duties as directed by the Convention.

7.  AMENDMENTS

Bylaws may be added or amended during any session of the annual convention providing the proposed Bylaw change is introduced in a preceding session.   A two-thirds (2/3) vote of the messengers present and voting shall be required for adoption of any Bylaw change.

--November 2012



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