NORTHEAST MISSISSIPPI BAPTIST STATE CONVENTION, INC.

ARTICLES OF INCORPORATION OF NORTHEAST MISSISSIPPI BAPTIST

STATE CONVENTION. INC.

 

ARTICLE 1

 

NAME

This corporation shall be known and styled as the Northeast Mississippi Baptist State Convention.

 

ARTICLE II

 

PURPOSE AND OBJECTIVE

Said corporation is organized exclusively for charitable, religious, educational and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under 501 (c) (3) of the Internal Revenue Code 1954, or the corresponding provision of any United States Revenue Law.

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No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set for the in this Article. No substantial part of the activities of the corporation shall be carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provisions of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under 501 (c) (3) of the Internal Revenue Code of 1954 (or corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under 170 (c) (2) of the Internal Revenue Code of 1954 (or corresponding provision of any future United States Internal Revenue Law).

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This corporations shall have as its objective the uniting of the churches and other Baptist organizations: for promulgation of the Gospel of Jesus Christ through general and ministerial education, to promote Home & Foreign Mission, and, to encourage and support Christian Education.

 

ARTICLE III

 

MEMBERSHIP AND BASIC REPRESENTATION

SECTION 1.  MEMBERSHIP. The membership of this corporation shall be representative.

 

SECTION 2. MERGER OF THE CONVENTION AND CONGRESS OF CHRISTIAN EDUCATION ANNUAL SESSIONS. Effective, February 25, 2023, at the AAnnual Mid-Winter Board Meeting, the Convention Parent Body adopted the recommendation of the Merger Committee to merge the Convention and Congress Annual Sessions into one session.

 

SECTION 3.  REPRESENTATIVE MEMBERSHIP. Representative membership shall be composed of messengers from churches, associations, district conventions that are known to be in harmony with the purpose of this corporation. These shall represent with the sums set out in the sections of this Article.

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SECTION 4.  REPRESENTATION.  Representation for unified churches shall be $750.00 with unlimited delegates and churches that are not unified $400.00 with 10 delegates.

          Church…………………………………….$750.00/$400.00 

          Congress of Christian Education….………..$150.00

          Woman’s Auxiliary……….………………...........$100.00

          Ushers & Nurses Auxiliary………………..........$50.00

          Laymen’s Auxiliary…………………………............$50.00

          Youth & Young Adults Auxiliary…………........$50.00

          District Associations……….……………….........$100.00

 

SECTION 5.  Since the corporation is primarily a fellowship, and since the fellowship owns the corporation, membership in the fellowship does not give to any individual member or group of members equity or special property rights in the assets of the corporation. The annual representation fees are designed primarily to carry the expenses of the corporation and to help in its work in general and cannot be constructed as capital investments in the corporation.

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SECTION 6.  TThe question of the rights and privileges of membership are settled only by the corporation itself or its Board of Directions in the corporation’s absence.

 

SECTION 7. The majority vote of the fellowship is therefore binding on the individual, and the corporation itself.

 

ARTICLE IV

 

ELECTIONS AND TERM OF OFFICE

 

SECTION 1. ELIGIBILITY FOR OFFICE OF THE PRESIDENT:  T

The Office of President of the Convention shall be elected by ballot.  The President of this corporation must be an active pastor with a representative church in good standing.  Good standing shall be defined as a church that has met all registration representation requirements as set forth in Article 3, Section 3 for two consecutive years.

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EFFECTIVE July 10, 2015. All other officers of the corporation shall be appointed by the President and confirmed by the Convention as a whole according to procedures prescribed by the bylaws.

 

SECTION 2.  ELECTION OF THE PRESIDENT:  he election of the President of the Convention shall be held on Thursday, the last session, and shall be by a majority vote, rather than a plurality.

 

SECTION 3. VOTING.  Voting in this corporation shall be by the delegates assembled without references to member organizations, or sections of the State and shall be by balloting or standing.  However, voting in this corporation for elections shall be by balloting only.

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SECTION 4:  VOTING PROCEDURES:  The President of the corporation shall appoint an Election Commission at the Mid-Winter Board Meeting, the year prior to the election year.  The Election Commission shall have representation of all registered district associations.

 

Each presidential candidate must submit a letter of intent to the Election Commission during the annual session, not later than 12 noon, Wednesday, the year prior to the election year.

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Only unified churches and churches registered with the parent body, two consecutive years prior to the election year shall be eligible to vote.

 

All voting shall be by secret ballot.  Each eligible church must submit a list of voting delegates to the Election Commission, in order to cast a ballot.  All voting delegates must be present to cast a ballot.  Voting by proxy will not be allowed. 

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The Chairman of the Election Commission shall ensure an accurate tabulation of the votes and announce the election results to the Convention Body, Thursday night, after the President’s Annual Address.

 

In the event that a sitting President is unopposed and continues to meet all the eligibility requirements, as prescribed in Article IV of the Convention Constitution, the Convention shall re-elect the President by acclamation vote (voice or standing), upon a motion from the floor during the Thursday night session of the election year.

 

SECTION 5.  VOTING DELEGATES.  Churches that are unified (represented with $750.00) shall be allowed ten voting delegates. Churches that represent in the Corporation (parent body) with $400.00 will be allowed five voting delegates.

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Only churches that represent in the Corporation (Parent Body) two consecutive years prior to the election will be allowed to vote.

 

SECTION 6.  TERM OF OFFICE.  The Convention President’s term of office shall begin on the first day following the close of the annual session of the election year.  There shall be a 30-day transition period, if necessary.

 

A person in elected office can serve two consecutive terms, each term being a five-year period.  The candidate cannot succeed himself for a third consecutive term.  If the office holder wants to seek re-election after serving two consecutive terms, he must wait a term before he seeks the same office.

 

SECTION 7.  OFFICE VACANCY.  In the event of a vacancy prior to the end of the office of the President, the Executive Vice-President-at-Large shall serve the unexpired term.  An individual who serves in an unexpired term shall not be prohibited eligibility to election or confirmation to two consecutive terms in a newly elected office.

 

ARTICLE V

 

OFFICERS AND THE DUTIES OF OFFICERS

 

SECTION 1.  OFFICERS. The Officers of this corporation shall be

• President

• Executive Vice-President-at-Large

• 1st Vice-President

• 2nd Vice President

• Vice-Presidents: (Moderators of all District Associations who are in good standing with this corporation)

• Chairman, Board of Directors

• General Secretary

• Recording Secretary

• Three Assistant Secretaries

• Corresponding Secretary

• Treasurer

• President, Congress of Christian of Education

• Dean, Congress of Christian Education

• President, Minister’s Division

• President, Woman’s Auxiliary

• President, Laymen’s Auxiliary

• President, Ushers & Nurses Auxiliary

• Director, Youth & Young Adults Auxiliary

• Director, Music & Arts Auxiliary

• Director of Evangelism

• Director of Disaster Response

• Director of Foreign Mission

• Director of Hospitality

• Director of Social Media

• Historiographer

• Statistician

• Parliamentarian

 

SECTION 2.  DUTIES OF THE PRESIDENT. The duties of the President shall consist of, but not be limited to, chairing the membership and the Executive Board; convene the membership, the Executive Board, or any committee, with cause; create and appoint any necessary committee(s); delegate responsibility whose exercise is not otherwise provided for; assist national, state, and local associations in such manner as deemed fit; coordinate and oversee the duties of the appointed officers and represent the corporation on the national, state and local levels.

 

SECTION 3. DUTIES OF THE EXECUTIVE VICE-PRESIDENT-AT-LARGE. The duties of the Executive Vice-President-at-Large shall consist of executing the duties of the President in the event of the President’s absence or temporary inability to serve; assist the President; assume the Presidency upon any permanent vacancy of that position.

 

SECTION 4. DUTIES OF THE 1st and 2nd VICE-PRESIDENTS. The duties of the Vice-Presidents-at-Large shall consist of executing the duties of the President and Vice President-at-Large in the event of the President’s absence or temporary inability to serve; assist the President.

 

SECTION 5. DUTIES OF THE VICE-PRESIDENTS (MODERATORS). The duties of the Moderators shall consist of assisting the President in whatever manner the President deems necessary.

 

SECTION 6.  DUTIES OF THE GENERAL SECRETARY.  The duties of the General Secretary shall consist of but is not limited to providing administrative support to the President in preparing agendas, making arrangements for Board meetings, securing travel arrangements for President when necessary; arranging corporation events; overseeing the secretaries of the corporation; receive and/or collect any and all corporation funds, all representation dues or fees or any routine debt owed to the corporation and ensure proper recording of such, show and issue receipts for all corporation funds received, and shall pay out the same upon approval of President; work with corporation treasurer in reviewing financial operating practices and procedures of the corporation.

 

SECTION 7.  DUTIES OF THE RECORDING SECRETARY. The duties of the Recording Secretary shall consist of careful recordation of all proceedings of the corporation and the Executive Board; circulation of these minutes to each officer after the meeting; maintain any business records or other official documents of corporation in good order; maintain, in conjunction with the treasurer, the roll of corporation members.

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The duties of the Assistant Secretaries shall consist of executing the duties of the Secretary in the event of the Secretary’s absence or temporary inability to serve; assist the General Secretary.

 

SECTION 8.  DUTIES OF THE CORRESPONDING SECRETARY. The duties of the Corresponding Secretary shall consist of ensuring all communications regarding the meetings, activities, sessions, etc. be properly mailed to the corporation membership in a timely manner.

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SECTION 9.  DUTIES OF THE EXECUTIVE EDITOR.  The duties of the Editor shall consist of publishing the official newsletter of the corporation.

 

SECTION 10. DUTIES OF THE HISTORIOGRAPHER. The duties of the Historiographer shall consist of gathering and recordation of all historical data bearing on the rise and progress of the corporation and publish the same.  He/she shall work in harmony with all Boards in pursuance of the ends set out above.

 

SECTION 11.  DUTIES OF THE TREASURER. The duties of the treasurer shall consist of custodian of all corporation funds; deposit any income to the treasury and provide for its safekeeping in the corporation’s name; provide a financial report; work cooperatively with the General Secretary in reviewing financial operating practices and procedures of the corporation.

 

SECTION 12. DUTIES OF THE STATISTICIAN. It shall be the duty of the Statistician to gather statistical data for the denomination as represented by the corporation by procuring such statistics from churches, district associations, participating in these corporations and from denominational schools within the domains of this corporation.

 

SECTION 13. DUTIES OF THE PARLIAMENTARIAN.  The duties of the Parliamentarian shall consist of administering the election process of the corporation; advise any officer or other member of procedure; help the chair keep order at any meeting.

 

SECTION 14.  DUTIES OF THE MINISTER OF MUSIC.  The duties of the Minister of Music shall be providing music for the corporation and its auxiliaries.

 

ARTICLE VI

 

BOARDS AND DUTIES OF THE BOARDS

 

SECTION 1.  BOARD OF DIRECTORS.  All Pastors and appointed heads of auxiliaries shall serve as Board of Directors. The President of the corporation shall serve as President of Board. It may, if so desired, create from among the body, such subcommittee as it may deem proper and make such rules and regulations not inconsistent with the Constitution of this corporation as it may deem necessary. The President has the authority to appoint a chairman of the Board of Directors. The newly elected Board shall meet during the recesses or after the adjournment of the corporation’s meeting to wind up any unfinished business of the corporation.

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SECTION 2.  DUTIES OF THE BOARD OF DIRECTORS.  It shall be the duty of the Board of Directors to complete the unfinished business of the corporation and to adjust such matters, a may be referred to it by the corporation and to fill any vacancies which may occur in the roster of the corporation, to nominate and fix the time and place of the meetings; to enforce the orders of the corporation or any of its Boards; to examine and pass on, and recommend all claims against the corporation have entire of its affairs.

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SECTION 3.  THE EXECUTIVE COMMITTEE. The Executive Committee shall have the authority to investigate, conduct hearings, to decide the appropriate punishment and even to expel or dismiss by a two-thirds (2/3) vote of said committee any person holding an office in said corporation and while in said office, his/her conduct, activity, actions or inactions reflect shame and embarrassment upon said corporation or said person engage in immoral and/or illegal conduct.

 

SECTION 4. DUTIES OF THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS.   The Executive Committee of Board of Directors shall consist of corporate officers and auxiliary heads. There shall be an Executive Committee whose duty it shall be to look after any unfinished business of the Board of Directors of the Corporation, and to transact any urgent matters demanding immediate attention of the Board, and report same to the Board of Directors.

 

The chairman and corresponding secretaries of the several Boards shall be accorded the floor of the Board of Directors and the privilege to speak on and discuss all questions but not to vote.

 

SECTION 5.  OTHER BOARDS.  The work of this corporation shall be done by Boards and Auxiliary bodies. There shall be appointed by the Board of Directors at each annual meeting as many Boards as may be necessary to carry out the objectives which this corporation may undertake to foster all of the members and officer of whom Boards may remain in office until their successors shall have been appointed.

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ARTICLE VII

 

MEETINGS

SECTION 1.  Regular meetings for this organization: The Convention Annual Session shall begin the Monday after the first 1st Sunday in June and end on Friday of the same week.

 

SECTION 2.  The President shall set the time and place for the Mid-Winter session and notify churches and associations of the same at least 30 days prior to said meeting.

 

 

ARTICLE VIII

 

ARRANGING SESSION

The Board of Directors shall meet the first day of the corporation’s official meeting.  First, for most perfectly arranging of the session of the corporation; second to hear any suggestions from any district corporation, or association; as will contribute to this end, and report the same to this corporation, annually.

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ARTICLE IX

 

AUXILIARY BODIES

SECTION 1. The following are hereby recognized auxiliary bodies of this corporation: the Minister’s Division; the Sunday School and Nurturing Baptist Churches Congress of Christian Education; the Woman’s Auxiliary; the Ushers and Nurses Auxiliary; the Baptist Laymen’s Movement; the Music and Arts Auxiliary; and the Youth and Young Adult Auxiliary. These auxiliary bodies shall work in harmony with this corporation, contributing as they are able to the general needs of this corporation. Any other groups, entities, etc. shall be considered committees functioning under the appropriate Auxiliary Body to the Corporation.

 

SECTION 2.  ANNUAL REPORTS. The auxiliary bodies shall make annual reports to this corporation and said reports are hereby subject to the approval of said corporation.

 

SECTION 3.  BUDGETS. All auxiliary bodies are required to present an annual budget to the Board of Directors for approval.

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ARTICLE X

 

BOOKS AND RECORDS

SECTION 1.  The duties of the officers of this corporation shall be in general terms, such as recognized customs devolves upon them, and which are suggested or indicated by the name of the office together with such other duties as may be required of them by this Constitution and/or corporation.

 

SECTION 2.  The treasurer of this corporation shall show receipt for all money turned over to him/her, and shall pay out the same only upon approval of the President and he may disburse at the President’s request.  At each Board meeting he shall submit a written itemized report of receipts and disbursements.

 

SECTION 3.  DISBURSEMENTS:  Disbursements and fund requests shall be requested and presented by auxiliary heads to the President for approval of payment.  All requests shall be made by presentation of a corporation voucher to the General Secretary to be presented to the President for the President’s approval. The President, General Secretary, and Treasurer shall have check signing authority in the disbursement of Corporation funds.

 

SECTION 4.  RECEIPT OF MONIES.  EFFECTIVE July 10, 2015. In an effort to maintain the highest financial integrity, this corporation shall have one checking account, to be maintained by the Parent Body Treasurer.  No auxiliary body or subordinate committee shall be authorized to maintain or establish a separate financial account or maintain discretionary funds.  All funds collected and received by any auxiliary body or committee shall be turned in to the Parent Body Treasurer, not later than seven (7) days after receipt.  The Parent Body Treasurer shall be responsible for conducting a reconciliation of financial records with each auxiliary body or committee, at least semi-annually, to ensure the accuracy of financial records.  The parent Body General Secretary shall also assist with this reconciliation.

 

The corporation has sovereign control of all monies receipted into the corporation.

 

 

ARTICLE XI

 

CONTRIBUTIONS

The churches, district associations, and other organizations composing this corporation shall have the right to specify the objectives for which their contributions shall be applied. But when this right has not been exercised, the corporation shall make the appropriation at its own direction.

 

ARTICLE XII

 

MANAGEMENT OF PROPERTIES

In addition to the power granted to and vested in this corporation by separation of law, this corporation is also hereby given the express and exclusive right, authority and control over the management and properties of any auxiliary Boards, which may be created and established by the Northeast Mississippi Baptist State Convention of the United States of America.

 

ARTICLE XIII

 

DISSOLUTION

In the event of dissolution, the residual assets of the organization will be turned over to one or more organizations which themselves are exempt as organizations described in Section 501 (c) (3) and 170 (c) (2) of the Internal Revenue Code of 1954 or corresponding sections of any prior or future Internal Revenue Code, or the Federal, State or Local Government for exclusive public purpose. Any such assets not so disposed of shall be disposed of by the Chancery Court of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

 

ARTICLE XIV

 

AMENDMENTS

There shall be an annual meeting of this corporation, the same to be held at the time and in order stated in the by-laws of this corporation.  This Constitution may be altered or amended at any annual session by a two-third vote of the membership present provided that such a vote is taken without regard to the total enrollment. All amendments before having been presented to the corporation for adoption must have been presented to the Executive Board of this corporation for its consideration.  All constitutions and laws or parts of constitutions and laws in conflict with this corporation are hereby repealed and are not official force and effect.  The constitution shall take effect upon its adoption.

 

 

ARTICLE XV

 

RACIALLY NON-DISCRIMINATORY POLICE

The Northeast Mississippi Baptist State Convention admits organizations and churches of any race, color, national or ethnic origin to all rights, privileges, programs, and activities generally accorded or made available to churches and organizations that is presently a part of said corporation. It does not discriminate on the basis of race, color, national and ethnic origin to all rights privileges, programs, and activities generally accorded or made available to churches, and organizations that is presently a part of said corporation. It does not discriminate on the basis of race, color, national and ethnic origin in administration of its policies, programs, and the carrying out of its objectives.

 

ARTICLE XVI

 

All other Constitutions and laws are part of the constitution and bylaws, except the Holy Bible, are hereby null and void upon adoption of this revised Constitution.

 

 

Constitution Revision, June 5, 2023 

 

Constitution Committee

Nathaniel D. Houston, Sr.

Rev. Nathaniel Houston, Convention President

 

Alphonso Adkins 

Rev., Dr. Alphonso Adkins, Committee Chairman

 

Stanley McCrary

Rev., Dr. Stanley McCrary

 

Maurico Clark

Rev. Maurico Clark

 

Ruby Kelley

Sis. Ruby Kelley

 

Annie Johnson

Sis. Annie Johnson