November 1, 2014

AMERICAN BAPTIST CHURCHES OF WISCONSIN, INC.

ARTICLE I

NAME

 The name of the corporation shall be the American Baptist Churches of Wisconsin, Inc., hereafter referred to as ABC/WI, formerly known as Wisconsin Baptist State Convention. These restated Articles shall supersede and take place of the existing Articles of Incorporation and Amendments thereto.

ARTICLE II

DURATION

Period of existence shall be perpetual.

ARTICLE III

MISSION STATEMENT

ABC/WI is a fellowship of persons, churches and organizations drawn together in the love of God as known in Jesus Christ. We affirm our diversity of culture, gender, and theological perspectives as gifts for ministry. We covenant to share the gospel of Christ, encourage each other in our faith, and share our resources in witness and mission.

ARTICLE IV

LOCATION

Address of the principal office is 15330 Watertown Plank Road, Elm Grove, Wisconsin 53122.

ARTICLE V

AGENT

Name of registered agent is the Executive Minister, presently the Rev. Marie Onwubuariri.

ARTICLE VI

AGENT'S LOCATION

Address of registered agent is 15330 Watertown Plank Road , Elm Grove , Wisconsin 53122 .

 ARTICLE VII

BOARD OF MANAGERS

The number and term of directors (members of the Board of Managers) shall be fixed by the bylaws but shall not be less than three. The affairs and business of the ABC/WI shall be managed by the Board of Managers consisting of members in good standing of American Baptist Churches in the state of Wisconsin

ARTICLE VIII

MEMBERSHIP PROVISIONS

SECTION 1

Membership of the ABC/WI shall be composed of persons who are members in good standing of American Baptist Churches in Wisconsin .

SECTION 2

1.   Voting delegates at the annual meeting of the ABC/WI shall be: Officers and members of the Board of Managers, Pastors of American Baptist Churches in Wisconsin , and voting delegates from ABC/WI churches.
2.   Voting delegates shall consist of: Two members from each church and an additional delegate for each fifty members, or any major fraction of fifty, above the first one hundred.
3.   Voting delegates shall be required to register at the annual meeting of the ABC/WI prior to the business session.

ARTICLE IX

OFFICERS

Officers of the ABC/WI shall be President, Vice President, Secretary (Executive Minister), and Treasurer. Their duties shall be defined as set forth in the bylaws.

ARTICLE X

PURPOSE

This corporation is organized exclusively for charitable, religious, and educational purposes, including distribution of funds to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code of 1954 (or of corresponding provision of any future United States Internal Revenue Law).

ARTICLE XI

NON-PROFIT STATUS

No part of the net earnings of the corporation shall be used for the benefit of, or be distributable to, its members, trustees, officers, or other private persons. However, the corporation shall be authorized or empowered to pay reasonable compensation for services rendered, and to make payments and distributions in furtherance of the purposes set forth in Article X.

ARTICLE XII

TAX EXEMPT

No substantial part of the activities of the corporation shall include lobbying, or otherwise attempting to influence legislation. The corporation shall not participate in or intervene in (including the publishing or distributing of statements) any political campaign on behalf of any candidate for public office. This corporation shall not be involved in any activity that is contrary to the following federal laws governing tax exempt organizations:

1.   Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) or
2.   Section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).

ARTICLE XIII

DISSOLUTION OF CORPORATION

Upon the dissolution of the corporation, the Board of Managers shall:

1.   Pay or make provision for the payment of all the liabilities of the corporation.
2. b:  Dispose of all assets of the corporation to such qualifying tax exempt organizations that operate exclusively for charitable, educational, or religious purposes, as the Board of Managers shall determine. Any remaining assets shall be disposed of by the Circuit Court of the county in which the principal office of the corporation is located.

ARTICLE XIV

AMENDMENTS

These restated articles may be amended at any regular meeting of the ABC/WI by a three-fourths vote of the voting delegates present. Proposed amendments must be presented at a previous annual meeting OR been approved by a two-thirds vote of those present at any regular meeting of the Board of Managers. Written notice of the proposed amendment must have been given at a previous regular meeting of the Board of Managers. All amendments must be published in two successive issues of The Wisconsin Baptist prior to a vote of the delegates.

Bylaws

ARTICLE I

BOARD OF MANAGERS

SECTION 1 - MEMBERSHIP:

There shall be a Board of Managers elected by the American Baptist Churches of Wisconsin, Inc., hereafter known as ABC/WI, composed of:

1.   Officers: President, Vice President, Secretary, and Treasurer.   4
2.   Moderator of each Commission: Camping, Congregational Missions, Finance, and Ministry   4
3.   President of each affiliating body: American Baptist Men, American Baptist Women's  Ministries, and Ministers' Council.   3
4. One representative chosen by each association: A.C.T.S., Madison , M.C.U.M., Milwaukee ,  Northeast, Southeastern, and Western.   7
5.   Three members-at-large, elected for a term of three years. These persons, elected by ABC/WI  to ensure ethnic and gender balance, may also serve on commissions or committees.   3    Voting Members: 21
6.   Immediate Past President, any member of an ABC/Wisconsin congregation serving on the ABC Board of General Ministries, Board of International Ministries or the Board of the American Baptist Home Mission Societies as well as professional staff shall be ex officio members without the right to vote.   Number varies

SECTION 2 - DUTIES :

1.   Function as the policy-making agency of ABC/WI and conduct the business of the region between annual meetings.
2.   Employ professional staff in accordance with its personnel policies.
3.   Adopt an annual budget.
4.   Report its proceedings and trusts committed to it through the Executive Minister, and recommend such measures as should receive the attention of the ABC/WI at its annual meeting.

• Cooperate with ABC/USA in promoting denominational activities and ecumenical involvement.

SECTION 3 - MEETINGS :

Meet twice a year or upon the call of the President or the Executive Minister.

SECTION 4 - QUORUM:

Sixty (60) percent of the voting members shall constitute a quorum.

ARTICLE II

EXECUTIVE COMMITTEE

SECTION 1 - MEMBERSHIP:

Composed of the President, Vice President, Treasurer, Secretary, and the Moderators of the four commissions.

SECTION 2 - MEETINGS:

Held upon the call of the President or the Executive Minister, and five members shall constitute a quorum.

SECTION 3 - DUTIES :

Transact the business of the Board of Managers between meetings. Give a report, through the Executive Minister, of its work at every Board meeting. Serve as the Personnel Committee, including the annual review of staff salaries.

ARTICLE III

OFFICERS

DUTIES:

1.    President: Preside at all Board Executive Committee and ABC/WI meetings. Be an ex officio member of all commissions and committees of the ABC/WI, except the Nominating Committee.
2.    Vice President: Preside at all meetings in the absence or inability of the President, and, in case of a vacancy, fills the unexpired term of the President. Serve as moderator of the Program Committee.
3.    Treasurer: Perform such duties usually related to this office. Serve as an ex officio member of the Finance Commission and as moderator of the Investment Committee.
4.    Secretary : The Executive Minister acts as Secretary of the ABC/WI, Board of Managers, and Executive Committee, except that at any meeting another recorder may be appointed.

ARTICLE IV

EXECUTIVE MINISTER

1.   Election of the Executive Minister: Elected by the Board of Managers. This election shall continue in effect until the acceptance of his/her resignation by the Board of Managers, or until he/she retires, or until action to terminate or extend his/her services has been taken by the Board of Managers.
2.   Be an ex officio member of the commissions, affiliating bodies, and committees of the ABC/WI.

ARTICLE V

COMMISSIONS, AFFILIATING BODIES, AND ASSOCIATIONS

SECTION 1 - MEMBERSHIP

Be responsible at all times to the Board of Managers and through which the ABC/WI shall function.

1.   The commissions shall be: Camping, Congregational Missions, Finance, and Ministry.
2.   The affiliating bodies shall be: American Baptist Men, American Baptist Women's Ministries, and Ministers' Council.
3.   Association representatives shall be: A.C.T.S., Madison , M.C.U.M., Milwaukee , Northeast, Southeastern, and Western.
4.   Presidents of these bodies and representatives of the Associations shall be considered to have been elected to the Board of Managers, as of the date of their election by their respective bodies.
5.   Affiliating bodies may adopt their own bylaws and outline their own policies, providing such bylaws and policies are in harmony with the constitution and bylaws of ABC/WI, and may receive such grants as may be voted by the Board of Managers.

SECTION 2 - DUTIES AND PERSONNEL OF COMMISSIONS

Commission on Camping

1.   Personnel of this commission shall consist of six members. The staff member related to this work shall be an ex officio member.
2.   Oversees the camping ministry of the region including program, facilities and promotion.

Commission on Congregational Missions:

1.   Personnel of this commission shall consist of six members. The staff member related to this work shall be an ex officio member.
2.    Promotes Christian education, campus ministry, evangelism, church growth, mission service in the state, nation and world, social justice and stewardship education.

Commission on Finance:

1. Personnel of this commission shall consist of six members, including the Treasurer of ABC/WI.
2.   Oversees all finances of ABC/WI, including the care and sale of property belonging to ABC/WI, purchase of property, all such sales and purchases being subject to ratification by the Executive Committee or the Board of Managers.
3.   Reviews the application of churches desiring aid for construction or improvement of property, and makes recommendations to the Executive Committee or the Board of Managers. Approves requests for loans in the amount of $10,000 or less.
4.   Prepares and recommends the annual budget to the Board of Managers. Attends to all financial matters referred to it by ABC/WI or the Board of Managers.
5.   Appoints an Investment Committee of three members, including the Treasurer, who shall be moderator of this committee. This committee shall have charge of the invested funds of ABC/WI and perform its duties according to the direction of the Commission on Finance.

Commission on Ministry:

1.   Personnel of this commission shall consist of six members, one of which is appointed by the Ministers' Council. The staff member related to this work shall be an ex officio member.
2.   Sets standards for professional church leaders and their standing in the ABC/WI. Assists churches, candidates, and associates in procedures for licensing and ordination. Provides counsel to churches and pastors in all matters of ministry.

SECTION 3 - MODERATORS:

Each commission shall choose its own Moderator who will also serve on the Board of Managers.

SECTION 4 - MEETINGS:

Commissions shall hold meetings at such times and places as they may determine, after consultation with the Executive Minister. However, such meetings shall not be held during the annual meeting sessions without the consent of the President or the Executive Minister of ABC/WI.

ARTICLE VI

COMMITTEES

SECTION 1 - NOMINATING COMMITTEE:

1.   Composed of a moderator and two other members appointed by the President, and one member from each association delegated by the association.
2.   Nominates the following: officers named in the restated articles (except Secretary), members-at-large of the Board of Managers, and personnel of the commissions.
3.   Submits names to be selected for Board membership in the following organizations: Board of General Ministries ABCUSA, Milwaukee Christian Center, and Project Focal Point.

SECTION 2 - PROGRAM COMMITTEE:

1.   Consists of five members jointly appointed by the President and Vice President of ABC/WI. Each affiliating body may also appoint a member to the committee. The Vice President shall serve as moderator.
2.     Plans the program for the annual meeting of ABC/WI, which is approved by the ABC/WI delegates present at the meeting.

SECTION 3 - STRATEGY COMMITTEE:

1.   Consists of a moderator and three members elected for three years.
2.   Meets regularly to study civic, economic, and sociological trends affecting American Baptist work.
3.   Makes recommendations to the Executive Committee, the Board of Managers, commissions, and committees on specific matters or suggestions for long-range plans.

SECTION 4 - AD HOC COMMITTEES:

Appointed by the President as needed for no more than two years.

SECTION 5 - COMMITTEE PROCEDURES:

1. Each moderator calls meetings for the implementation of its work, after consultation with the Executive Minister or the related staff member.
2. Submits regular reports to the Board of Managers.
3. All appointed and ad hoc committees qualify for travel reimbursement from ABC/WI funds.

ARTICLE VII

REPRESENTATIVES

Appointed by the President with approval of the Board of Managers to various ABC/WI related and ecumenical organizations.

ARTICLE VIII

ELECTIONS, TERMS OF OFFICE AND VACANCIES

SECTION 1 - ELECTIONS:

Officers (except Secretary), members of the Board of Managers, and personnel of commissions shall be elected by vote at the annual meeting of the ABC/WI.

SECTION 2 - TERM OF OFFICE:

1.   Officers of ABC/WI shall serve from the close of the annual meeting at which they are elected until the close of the next annual meeting. The at-large members of the Board of Managers, commissions, and elected committee members shall serve for three years.
2.   Persons shall not be eligible for re-election to the office of President or Vice President.
3.   Members of the Board of Managers, elected commission members, or elected committee members may serve one three-year term or an unexpired term followed by one three-year term after which they shall not be eligible for re-election until one year has elapsed. The Treasurer and Secretary shall be exempt from this provision.

SECTION 3 - VACANCIES:

The Board of Managers shall fill the unexpired term, in any elected office or on the Board of Managers, except in the case of the office of President, which is provided for in Article III Section (b) of the bylaws.

ARTICLE IX

FISCAL YEAR

Corresponds with the calendar year. The Treasurer's reports and all statistical reports to be published in the annual report shall be those of the preceding fiscal year.

ARTICLE X

MEETINGS

There shall be an annual meeting in October, at such place in Wisconsin as ABC/WI may direct. If circumstances require it however, the Executive Committee shall have the power to change the time or place of meeting.

ARTICLE XI

QUORUM

Forty (40) delegates of ABC/WI shall constitute a quorum for the transaction of business.

ARTICLE XII

MISCELLANEOUS

SECTION 1 - DELEGATION OF DUTIES:

In the absence or inability of any officer to act, the Executive Committee may delegate, for the time being, the duties of such officer to any other member of the Board of Managers, except in the case of President.

SECTION 2 - EXECUTION OF LEGAL PAPERS:

Deeds, leases, conveyances, contract agreements and other legal instruments authorized by the Board of Managers or the Executive Committee shall be signed by the President or the Vice President and, if necessary, countersigned by the Secretary or the Treasurer.

SECTION 3 - AUDITING:

At the close of the fiscal year the accounts of the Treasurer and all financial reports shall be audited and a report printed in the annual American Baptist Churches of Wisconsin Directory and Statistics .

SECTION 4 - BOND:

All persons who handle ABC/WI funds shall give surety bonds to ABC/WI in the amount fixed by the Board of Managers.

SECTION 5 - NECESSARY EXPENSES:

Shall be provided, under the supervision of the Executive Minister, for meetings of ABC/WI boards, commissions and committees.

SECTION 6 - OFFICIAL PUBLICATION:

The Wisconsin Baptist , to be published by the corporation at least quarterly.

SECTION 7 - REGISTRATION FEE AND OFFERINGS:

1.   At the annual meeting, each person shall pay a registration fee, the amount of which is to be determined by the Board of Managers.
2.   To help further defray the expenses of the annual meeting, at least one offering may be received.

SECTION 8 - RULES OF ORDER:

In cases not provided for by the restated articles and these bylaws, the ABC/WI shall be governed by Robert's Rules of Order.

ARTICLE XIII

AMENDMENTS

These bylaws may be amended or repealed by a two-thirds vote of duly qualified delegates present and voting at any annual meeting of the ABC/WI. Proposed amendments shall be recommended by the Board of Managers, and published in two successive issues of The Wisconsin Baptist.