The Bylaws Committee moves to waive the normal bylaws amendment process requirements and amend a very small section of the bylaws at the 2022 annual meeting using the emergency provision spelled out in Bylaws Part 1, Article XII, Section B, Item 2. The section in question can be found in Bylaws Part 1, Article VII, Section D, Item 4, and is shown below in italics, with the proposed deletion identified by strikethrough font:
The elected membership of the Board of Trustees shall be divided into two (2) groupings: one (1) group comprised of ordained church employees, and one (1) group comprised of others. No more than eighty (80) percent of the members of the Board shall be drawn from either grouping. The Board will include, within the two (2) groupings, persons with business expertise, women, and ethnically diverse people for the purpose of providing a capable and inclusive membership.
Only one (1) person from an affiliated church may serve as an elected member of the Board at a given time. At the time of the member’s election, the member shall have been a member for at least one (1) year of a church in the area of the association from which the person is elected.
The Bylaws Committee believes an emergency exists for three reasons:
- The two sentences we move to strike were never intended to be in the bylaws. These sentences were added by accident in the changes approved during last year’s annual meeting. The sentences were mistakenly inserted into this section in the effort to make wording consistent throughout different sections. (The sentences were copied from Article VI, which applies to the Executive Board, but the Bylaws Committee never intended for those sentences to apply to institution trustees.) Unfortunately, the Bylaws Committee (2020 and 2021) did not catch this mistake until after it was adopted at the 2021 annual meeting.
- This (accidental) change to the requirements for institution trustees does not meet the criteria of “mutual agreement” between the Nominations Committee and the institution presidents, as agreed upon during the changes suggested by the Great Commission Resurgence Task Force and adopted by the convention messengers at the 2011 annual meeting. The institution presidents were not made aware of this change and did not agree to this change, because this change was never the intention of the Bylaws Committee.
- Perhaps the most important reason to amend this part of the bylaws immediately is the fact that we are currently out of compliance with this provision. We have multiple institutions that have multiple trustees from the same church. The options for coming back into compliance are either to delete these two sentences at this year’s annual meeting (which is the recommendation of the Bylaws Committee) or to remove several trustees.
The emergency provision for amendments calls for the convention to be notified of the intended changes at least thirty days before the annual meeting and requires a three-fourths vote by the messengers at the annual meeting. The Bylaws Committee will explain the rationale for the emergency amendment during their presentation at the annual meeting before they call for a vote.
Bylaws Committee Chair