DAKOTA BAPTIST CONVENTION
ARTICLES OF INCORPORATION AND CONSTITUTION
Amended October 9, 2026
PREAMBLE
To preserve and make secure the fundamental principles of our faith, to protect our doctrinal integrity and denominational unity, to ensure that the Convention conducts its business in an orderly and democratic manner under the Lordship of Jesus Christ, and to set forth the relationship of the Convention with other bodies, we do hereby establish this Constitution and Bylaws.
We do moreover declare that whereas the Bible is the only foundational document for the defining rules of faith and practice that should be inherent in a Bible-based organization, the Constitution and Bylaws exist merely as a written document that provides a foundation and framework for the application of these rules to the administration of this body. If in any point they are found to be inconsistent with or contrary to the Word of God, they are, in that point, null and void.
ARTICLE I – NAME
The name of this Corporation is and shall be the “Dakota Baptist Convention, Inc.” (Convention).
ARTICLE II – DURATION
The term of this Corporation shall be perpetual, unless sooner dissolved.
ARTICLE III – PURPOSE
SECTION 1. The purpose of this Corporation (Convention) shall be to furnish a medium of cooperation for member churches in North and South Dakota in their divinely commissioned work of missions, evangelism, education, and benevolence in keeping with the strategy adopted by the Executive Board. This Convention is an autonomous body made up of messengers from cooperating Baptist churches in Annual Session. This Convention shall not exercise authority over any church but shall always recognize and hold inviolable the autonomy of each local church under the Lordship of Christ.
SECTION 2. The enumerated purposes and powers of the Convention shall not proscribe or abridge the exercise of any other right or power which the Convention might now or hereafter be permitted or required to exercise by law, provided always that such powers shall be exercised for the benefit of member churches of the Convention consistent with the purpose and mission of the Convention.
SECTION 3. This Convention is a non-profit Corporation, organized and operating exclusively for religious purposes. As such, no part of the revenues of this Convention may inure to the benefit of any individual. The assets of the Corporation are exclusively and irrevocably dedicated to and for religious purposes. As such, no assets of the Convention may be used for or inure to the benefit of any individual.
ARTICLE IV – STATEMENT OF FAITH
The Baptist Faith and Message as most recently adopted by the Southern Baptist Convention shall be the statement of faith for the Convention.
ARTICLE V – MEMBERSHIP
SECTION 1. The membership of this Convention shall consist of messengers to the Annual Meeting or a called meeting of the Convention, duly elected by legally constituted cooperating (member) churches.
1(a) A local church affiliates with the Dakota Baptist Convention 1) by affirming the current Baptist Faith and Message by vote of the church and written notification to the Dakota Baptist Convention, 2) by contributing to the Dakota Baptist Convention Cooperative Program a minimum of $500.00 per calendar year, and 3) by submitting an Annual Report (the Annual Church Profile, ACP) to the Convention.
1(b) Churches wishing to affiliate shall be put on probationary status upon affirmation of the current Baptist Faith and Message. Churches shall be eligible for full membership in the Convention after meeting the requirement for Cooperative Program giving and submission of an Annual Report (ACP) to the Convention. Probationary status for a church or church plant is removed when the church has met all requirements and is approved by the Executive Board of the Convention.
SECTION 2. Each cooperating (member) church electing messengers to the Convention in session is allowed three (3) messengers. Churches are allowed an additional messenger for each additional fifty (50) resident members or fraction thereof over the first fifty (50). A church may add an additional messenger for each $500 in Cooperative Program contributions to the Convention during the report period of the Annual Report. However, no church may seat more than ten (10) messengers to the Convention in session. Any church plant, church-type mission, or church that is either 1) not legally constituted or is 2) in probationary status shall be entitled to one (1) messenger to the Convention in session.
SECTION 3. The basis for determining resident membership and Cooperative Program contributions shall be the Annual Report (ACP) submitted to the Convention within the previous twelve (12) months.
SECTION 4. Churches wishing to seat messengers at the Convention in session must show that they have 1) contributed at least $500.00 to the Dakota Baptist Convention Cooperative Program within the previous twelve (12) months; 2) submitted an ACP for the previous year within the previous twelve (12) months; and 3) submitted the names of elected messengers to the Credentials Committee of the Convention before the opening of the Convention in session. Churches which do not meet the criteria for seating messengers may appeal to the Credentials Committee. Any such appeal must be submitted to the Credentials Committee Chairman before the opening day of the Convention in session. The Credentials Committee will evaluate the request to seat messengers on a case-by-case basis, guided by the current Baptist Faith and Message and information provided by the church, even if no Annual Report (ACP) is submitted for that calendar year. The Credentials Committee may recommend seating messengers from a church they consider to be genuinely in sympathy with the work and purposes of the Convention.
ARTICLE VI – NONPROFIT CORPORATION
The Dakota Baptist Convention is a non-profit Corporation organized under the laws of South Dakota. As such, the Corporation shall not have capital stock, and no dividends or pecuniary benefits shall be declared or paid to any member thereof. The Corporation shall neither have nor exercise any power, nor engage directly or indirectly in any activity that would invalidate its status as a non-profit Corporation under South Dakota law, or as a tax-exempt organization under Section 501{c}(3) of the Internal Revenue code of 1986, as amended, or the corresponding provision or provisions of any subsequent United States Internal Revenue law or laws.
ARTICLE VII – CORPORATE OFFICE AND AGENT
SECTION 1. The address of the Convention’s Registered Office is 330 E. Anamosa Street, Suite 2, Rapid City, South Dakota, 57701.
SECTION 2. The Registered Agent for the Convention is its Executive Director-Treasurer.
ARTICLE VIII – OFFICERS
SECTION 1. The officers of the Convention shall be a President, Vice President, Recording Secretary, Assistant Recording Secretary, and such other officers as the Convention may determine.
SECTION 2. The officers of the Convention shall be elected annually by a majority vote of the messengers present and voting at the Annual Meeting of the Convention. Elected officers shall take office at the close of the Annual Meeting and hold office until their successors are elected and installed.
SECTION 3. The Executive Director-Treasurer shall serve as the Chief Executive Officer and Treasurer of the Convention and serve as an ex-officio member with vote of all Convention and Executive Board committees. Other employees of the Convention, its boards, or agencies shall not be eligible for election to any office.
ARTICLE IX – EXECUTIVE BOARD
SECTION 1. The Convention shall elect an Executive Board in keeping with provisions of the Bylaws of the Convention (Bylaws Article VII). The Executive Board shall serve as the Convention ad interim and as principal advisory body to the Convention.
SECTION 2. The Executive Board shall employ such personnel as is required to do the work of the Convention within the resources of the Convention.
ARTICLE X – AGENCIES
SECTION 1. The Convention may establish agencies to accomplish its mission. All agency board members shall be members of cooperating Dakota Baptist Convention churches.
SECTION 2. The Convention in Annual Session shall approve or amend the articles of incorporation of an agency by two-thirds vote, provided that no amendment may be considered after the second session of the Annual Meeting. Any proposed articles or amendments must be submitted in writing to the Convention office at least one-hundred-twenty (120) days prior to the Annual Meeting, and notice must be provided to the churches at least ninety (90) days prior to the Annual Meeting.
SECTION 3. Members of an agency’s board of directors shall be elected by the Convention for three-year terms, with one-third of the directors elected each year. Directors shall be nominated by the Nominations Committee in consultation with that agency’s then current board of directors. The Nominations Committee’s recommendations shall be forwarded to the Convention office one-hundred-twenty (120) days prior to the Annual Meeting. The number of directors, their qualifications, and responsibilities, shall be stipulated in the agency’s articles of incorporation and bylaws.
SECTION 4. If a vacancy occurs on any agency board of directors, the Executive Board may elect a qualified person to serve until the next Annual Meeting, such person being recommended by the Nominations Committee. In no case may a vacancy continue for longer than six (6) months or until the next annual meeting, whichever occurs first. The Convention shall fill the unexpired term of a director at its next regular Annual Meeting.
SECTION 5. An agency’s board of directors in whole or in part may be replaced by a vote of the Convention in session or by a two-thirds vote of the Executive Board acting ad interim. Grounds for replacement include misfeasance, incapacity, failure to perform assigned duties, or any conduct which would bring discredit upon the agency or the Convention.
SECTION 6. The Convention shall exercise oversight of all agencies through the respective boards of directors. Management responsibility for each agency shall be assumed by its own board of directors (trustees). The board of directors of each agency shall hold title to properties, real and personal, ensure fiscal integrity of the agency, employ agency personnel, make contracts on behalf of the agency, and conduct long range planning to achieve the objectives and accomplish the mission of the agency.
SECTION 7. Each agency shall report to the Convention in the Annual Meeting. This report shall include financial reports, projected budgets, progress on program objectives in light of long-range plans, and other information as requested by the Convention or its Executive Director.
ARTICLE XI – COMMITTEES
The committees of the Convention shall be a Constitution and Bylaws Committee, Credentials Committee, Resolutions Committee, Nominations Committee, Annual Meeting Program Committee, and such other committees as may be deemed necessary to carry out the work of the Convention. Members of committees shall be selected in accordance with the Bylaws of the Convention and must be members of cooperating Convention churches. The assignment of each committee shall be established in the Articles of Incorporation and Constitution, and the Bylaws of the Convention.
ARTICLE XII – MEETINGS
SECTION 1. The Convention shall meet once each year for an Annual Meeting. The time and place for the Annual Meeting shall be approved by the Convention, upon recommendation of the Program Committee.
SECTION 2. In an emergency, the President of the Convention, in consultation with the Executive Board, may change the time and/or place of the Annual Meeting.
SECTION 3. In an emergency, the President of the Convention, in consultation with the Executive Board, may call a special meeting of the Convention (Bylaws Article II, Section 5).
ARTICLE XIII – FINANCES
SECTION 1. The Cooperative Program shall be the chief means of financial support for all Convention programs and missionary endeavors.
SECTION 2. All funds of this Convention shall be raised by voluntary contributions. However, the Convention may acquire property by bequest, or make use of any bequest, including use of any income producing assets.
SECTION 3. All designated gifts accepted by this Convention shall be used strictly according to the expressed will and direction of the donor.
SECTION 4. Neither this Convention, nor any institution or agency owned or supported in whole or in part by this Convention, shall accept or receive any funds, gifts, grants, or other monies or assets from any government source (Federal or State) without the written approval of the agency’s board. Any such funds received must be reported in full to the Convention’s Executive Board.
SECTION 5. The fiscal year of the Convention shall begin January 1st and end December 31st of each year.
ARTICLE XIV – INDEMNIFICATION
The Dakota Baptist Convention, and its agencies, institutions, and boards, shall indemnify any director (trustee) or officer, or former director or officer of the Corporation, and their respective heirs, administrators, successors, and assigns, against any and all expenses, including amounts paid upon judgments, counsel fees, and amounts paid in settlement (before or after suit is commenced), actually and reasonably incurred by such persons in connection with the defense or settlement of any claim, action, suit or proceeding in which they, or any of them, are made parties, or a party, or which may be asserted against them or any of them, by reason of having been trustees or officers or a trustee or officer of the Corporation; provided, however, that such indemnity should not be operative with respect to 1) any matter as to which such person shall have been adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of his duties as such trustee, officer, or employee, or 2) any matter settled or compromised, unless, in the opinion of independent counsel selected by or in a manner determined by the trustees, there is not reasonable ground for such person’s being adjudged liable for negligence or misconduct in the performance of his duties as such trustees or officer.
ARTICLE XV – DISSOLUTION
SECTION 1. In the event of the dissolution of the Corporation (Convention), all its property, whether real, personal, or fixed, of whatsoever nature and wheresoever situated, shall be vested in the cooperating churches or their legal successors. The Corporation shall have authority through the Executive Board to liquidate any and all assets in such manner as they deem advisable and advantageous and to donate any proceeds to the North American Mission Board of the Southern Baptist Convention for work in the Dakotas.
SECTION 2. Assets held by the Corporation that are subject to conditions requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred, or conveyed in accordance with such requirements.
SECTION 3. Under no condition or circumstances shall any member or members, director or directors, officer or officers, or any other persons connected with this Corporation share in the proceeds of such liquidation.
ARTICLE XVI – PROPERTY
The terms and conditions under which conveyances or encumbrances of all or any part of the corporate property may be made shall be authorized in keeping with the provisions of the Articles of Incorporation and Constitution and the Bylaws of the Convention.
ARTICLE XVII – INDEBTEDNESS
SECTION 1. All borrowing by this Convention for its own use, or for any agency or institution, or borrowing by any institution or agency, which directly or indirectly obligates this Convention, the payment of which would require an extension of time beyond the close of the subsequent fiscal year, shall be authorized only on the following terms and conditions:
1(a) The Executive Board shall have authority to borrow funds in anticipation of current revenue, provided that any unpaid balance of such borrowing at the end of the current fiscal year shall be included in the budget for the subsequent fiscal year.
1(b) No institution or agency of this Convention shall encumber its real property or change its status with respect to this Convention without authority from this Convention.
1(c) Institutions and agencies of this Convention shall have authority to borrow money in anticipation of current revenue, provided that any unpaid balance of such borrowing at the end of the current fiscal year shall be included in the budget for the subsequent fiscal year.
SECTION 2. Any anticipated borrowing of funds other than those stipulated in the foregoing sub-section must be approved by a two-thirds vote of the Convention in session, upon recommendation of the Executive Board.
ARTICLE XVIII – AMENDMENTS
Amendments may be made to this Constitution/Articles by a two-thirds vote of the members (messengers) present and voting at any Annual Meeting of the Convention, provided that 1) no amendment may be considered after the second session of the Convention and that 2) the proposed change is submitted in writing to the Convention office and the Executive Board at least one-hundred-twenty (120) days prior to the Annual Session and provided to the churches at least ninety (90) days prior to the Annual Session.
ARTICLE XIX – AUTHORITY AND SUPERSESSION
These Articles of Incorporation and Constitution fully set forth the provisions of the Articles of Incorporation of the Dakota Baptist Convention as amended. They have been adopted as required by law, and they supersede the original Articles of Incorporation and all amendments.
DAKOTA BAPTIST CONVENTION
BYLAWS
Amended October 9, 2026
ARTICLE I – MESSENGERS
SECTION 1. Each member church shall present to the Credentials Committee of the Dakota Baptist Convention a list of its elected messengers, in keeping with the Articles of Incorporation and Constitution, Article IV.
SECTION 2. Each messenger shall register with the Credentials Committee prior to being seated as a messenger to the Dakota Baptist Convention.
SECTION 3. The Credentials Committee shall review the credentials of registered messengers and make its report to the Dakota Baptist Convention in the first business session of the Annual Meeting.
ARTICLE II – MEETINGS
SECTION 1. The Dakota Baptist Convention shall meet each year for the purpose of worship, inspiration, electing officers, receiving reports of officers, committees, and boards, and for conducting necessary business.
SECTION 2. The latest edition of Robert’s Rules of Order, Newly Revised shall be recognized as the standard authority on questions of parliamentary procedure for the Dakota Baptist Convention.
SECTION 3. A quorum for any session of any meeting of the Dakota Baptist Convention shall be defined as the messengers present and voting in that session. Voting by proxy shall not be permitted.
SECTION 4. The Dakota Baptist Convention shall approve its order of business at the first session of the Annual Meeting.
SECTION 5. Special sessions of the Dakota Baptist Convention may be scheduled as follows: 1) The President, in consultation with the Executive Board, may call the Dakota Baptist Convention into special session as necessary, 2) The Dakota Baptist Convention in session can call for a special session by a majority vote.
SECTION 6. The minutes of the Annual Meeting shall be received by the Executive Board at its first meeting following the Annual Meeting.
ARTICLE III – OFFICERS
SECTION 1. The Recording Secretary and Assistant Recording Secretary will be nominated to the Convention by the Nominating Committee. The officers of the Dakota Baptist Convention shall be President, Vice President, Recording Secretary and Assistant Recording Secretary. The office of Treasurer shall be filled by the Executive Director-Treasurer of the Dakota Baptist Convention for an indefinite term.
SECTION 2. The President and Vice President shall be elected annually from messengers in attendance at the Annual Meeting. Officers shall be members of cooperating Dakota Baptist Convention churches. Nominations shall be from the floor. Election shall be by ballot except when there is a single nominee for an office, in which case the President shall instruct the Secretary to cast a unanimous ballot for the nominee. The Recording Secretary and Assistant Recording Secretary shall be nominated by the Nominations Committee and elected by messengers at the Annual Meeting. They shall be members of cooperating Baptist churches.
SECTION 3. Employees of the Dakota Baptist Convention, its boards and agencies are not eligible to serve as elected officers of the Dakota Baptist Convention, with the exception of the Executive Director-Treasurer, who serves an indefinite term as Treasurer.
SECTION 4. Officers shall serve for one (1) year and hold office until their successors are elected and installed; however, no officer may serve more than two (2) complete successive terms in the same office except the Recording Secretary and Assistant Recording Secretary. Terms of office shall commence at the adjournment of the Dakota Baptist Convention in session at the time of their election and terminate at the adjournment of the succeeding Annual Session of the Dakota Baptist Convention. In case of death, disability, or other cause preventing continued service by the President, the Vice President, then the Recording Secretary, shall succeed in order. The Executive Board shall have responsibility for declaring an office vacant.
SECTION 5. The President shall preside over all meetings of the Dakota Baptist Convention and shall perform such other duties as specified by the Constitution/Articles of Incorporation and Bylaws of the Dakota Baptist Convention. The President shall be a voting ex officio member of all Dakota Baptist Convention committees and boards. The President is authorized to appoint the Vice President to serve as ex officio member with vote of any committee or board in his/her absence.
SECTION 6. In the absence of the President or when requested by the President, the Vice President may preside over meetings of the Dakota Baptist Convention and shall perform other duties as specified in the Constitution/Articles of Incorporation and Bylaws of the Dakota Baptist Convention, or as may be requested by the President. The Vice President shall serve as a voting ex officio member of the Executive Board of the Dakota Baptist Convention.
SECTION 7. The Recording Secretary shall produce accurate and timely minutes of all sessions of the Dakota Baptist Convention. A summary of minutes shall be filed at the Convention office, published, and sent to all cooperating churches in the Convention together with such other information as the Dakota Baptist Convention or the Executive Board deems necessary and proper. The Assistant Recording Secretary will assist in these duties. The office of the Executive Director-Treasurer may provide assistance as needed.
SECTION 8. The presiding officer of a Convention session may appoint a parliamentarian to assist if the presiding officer deems it necessary or helpful.
ARTICLE IV – EXECUTIVE DIRECTOR-TREASURER
SECTION 1. The Dakota Baptist Convention shall employ an Executive Director-Treasurer as its Chief Executive Officer and Treasurer. The Executive Director-Treasurer shall provide administrative oversight, strategic leadership, and spiritual leadership for the total program of the Dakota Baptist Convention.
SECTION 2. When a vacancy occurs in the office of Executive Director-Treasurer, the Executive Committee of the Executive Board of the Convention shall conduct a search and shall recommend a candidate for the position to the Executive Board. A two-thirds vote of the Executive Board is necessary to elect a candidate. With permission of the candidate, the Executive Board shall release biographical data to the churches of the Dakota Baptist Convention. The Executive Board may select an Interim Executive Director-Treasurer to serve until the Executive Board elects a successor.
SECTION 3. The Executive Committee shall be responsible for maintaining an up-to-date job description for the position of Executive Director-Treasurer. The job description shall be approved by the Executive Board of the Convention and reviewed on an annual basis.
SECTION 4. The Dakota Baptist Convention in session may terminate the Executive Director-Treasurer by majority vote. The Executive Board may terminate the Executive Director-Treasurer by two-thirds vote of the elected members.
ARTICLE V – COOPERATING CHURCH OR CHURCH TYPE MISSION
A cooperating church or church plant shall be defined as follows: 1) The church has affirmed the current Baptist Faith and Message by a vote of its body, and confirmed that vote in writing to the Convention; 2) A cooperating church contributes regularly (quarterly or monthly) to the Cooperative Program and contributes a total of at least $500 each year; 3) A cooperating church reports yearly through an Annual Report (Annual Church Profile; ACP). Churches failing to contribute to the Cooperative Program for a twelve (12) month period, or failing to submit an Annual Church Profile, or failing to affirm the current Baptist Faith and Message will be deemed non-cooperating.
ARTICLE VI – DAKOTA BAPTIST CONVENTION COMMITTEES
SECTION 1. Standing Committees. The President of the Dakota Baptist Convention shall nominate the Standing Committees, including their chairmen, for election by the Dakota Baptist Convention in session. Members of Standing Committees shall serve a two-year term. Each Committee will elect its own Secretary. The Committees will schedule meetings as needed but are encouraged to utilize time during or near the Annual Meeting of the Convention. Each Committee should review its work in consultation with the Dakota Baptist Convention President and Executive Director-Treasurer. The Standing Committees are as follows:
1(a) Constitution and Bylaws Committee. The principal duty of the Committee is to review the Constitution and Articles of Incorporation and Bylaws of the Dakota Baptist Convention and the bylaws of its agencies, and to recommend changes as appropriate. The Committee shall present any recommendations to the President and Executive Director-Treasurer one-hundred-twenty (120) days before the Annual Meeting and to the churches ninety (90) days before the Annual Meeting.
1(b) Nominations Committee. The Committee is responsible for recommending 1) members for the Executive Board of the Dakota Baptist Convention, 2) members of the boards of directors of the Convention agencies, and 3) nominees for Recording Secretary and Assistant recording Secretary in keeping with Constitution/Articles of Incorporation and Bylaws of the Dakota Baptist Convention. A diversity of committee nominees is desired, e.g., in terms of gender, ethnicity, vocation, geography, churches, and associations. It is expected that each nominee will act in the best interests of the Dakota Baptist Convention work as a whole. The Nominations Committee shall submit a full report to the Executive Director-Treasurer of the Dakota Baptist Convention ninety (90) days before the Annual Meeting, for inclusion in the annual Book of Reports.
SECTION 2. Annual Committees. Annual Committees are the Annual Meeting Program Committee, Credentials Committee and Resolutions Committee. The Credentials Committee and Resolutions Committee shall be appointed by the President of the Dakota Baptist Convention within thirty (30) days following the close of the Annual Meeting. The Annual Meeting Program Committee shall consist of individuals determined by the positions they serve. Members of the Credentials and Resolutions Committees will serve a term of two (2) years.
2(a) Annual Meeting Program Committee. The Program Committee shall consist of the President, Vice President, Executive Director-Treasurer, staff of the Dakota Baptist Convention, and a representative from the area in which the Annual Meeting will be held. The Committee is primarily responsible for planning the program and future sites for the Annual Meeting. The Committee will also assist in enlisting program personnel, assist the President in amending the order of business during the Annual Meeting, and assist with other related matters as requested by the President or Executive Director-Treasurer of the Convention. The Committee is responsible for recommending a site for the Annual Meeting of the Convention, considering the need to rotate sites throughout the Dakotas, and the availability of adequate meeting space and adequate hotel rooms. The Executive Board will recommend to the Committee times and dates for the Annual Meeting two to five years in advance.
2(b) Credentials Committee. The Credentials Committee is responsible for certifying messengers from churches for meetings of the Dakota Baptist Convention. The Committee will provide messengers with badges, ballots, and other materials for the execution of their duties as messengers. The Committee will assist the President in all balloting processes, certify votes and elections, and assist in related matters as requested by the President or Executive Director-Treasurer of the Convention.
2(c) Resolutions Committee. The Resolutions Committee shall review all properly submitted resolutions and shall present resolutions to the Convention for consideration. All proposed resolutions to the Dakota Baptist Convention are to be submitted in writing thirty (30) days in advance of the Annual Meeting. The Committee may edit resolutions for clarity, combine like issues into one resolution, or reject resolutions deemed redundant, obsolete, or inappropriate. The Resolutions Committee shall ask for proposed resolutions to be submitted prior to thirty (30) days before the Annual Meeting.
ARTICLE VII – EXECUTIVE BOARD
SECTION 1. Organization. The Executive Board shall organize itself and elect its officers upon the adjournment of the Annual Meeting. The officers of the Board shall be elected by the Board and shall consist of a Chairman and Vice Chairman. The Chairman may serve as Chairman for no more than three (3) consecutive years. The Recording Secretary and Assistant Recording Secretary shall serve as secretaries for the Executive Board but shall not be considered members of the Board.
SECTION 2. Number of Members and Terms. The Executive Board shall be composed of no more than twelve (12) elected members and three (3) ex-officio members with vote, viz., the Executive Director-Treasurer, President, and Vice President of the Convention. Upon the recommendation of the Executive Board, the Convention in Annual Session can increase the number of Board members as needed. Executive Board members shall be elected for three-year terms. After the first three-year term a member may be elected for a second three-year term. After serving a second three-year term the member must rotate off the Board for at least one (1) year before being eligible to serve again. When a person fills an unexpired first term of a member, that person can be eligible to serve a second term. After serving this term, the member must rotate off the Board for at least one (1) year before being eligible to serve again. When a person fills an unexpired second term of a member, that person can serve the rest of that term and is eligible to serve two additional terms, after which the member must rotate off the Board for at least one (1) year before being eligible to serve again. Should any member move resident church membership outside the Dakotas, the member shall be considered to have resigned.
SECTION 3. Board Committees. The Executive Board shall have the authority to divide itself into committees for the purpose of carrying out its business. Each committee may meet as needed to accomplish its tasks as assigned by the Executive Board. The Executive Board may grant each committee authority to act on specific tasks, ministries, or matters of business. Otherwise, committee actions are subject to approval by the Executive Board. In consultation with the Executive Director-Treasurer, the Executive Board chairman shall appoint a chairman from the Board for each committee and assign Board members to specific committees.
SECTION 4. Executive Committee. The Executive Board shall establish an Executive Committee, which shall meet as necessary between sessions of the Executive Board. The Executive Committee shall perform duties as assigned to it by the Executive Board. The Executive Committee shall be composed of the Chairman, Vice Chairman, the chairmen of the Executive Board’s committees, and the President, Vice President, and Executive Director-Treasurer of the Convention. The specific duties of the Committee are to act between sessions of the Executive Board as assigned, monitor and recommend changes to policies of the Dakota Baptist Convention, help prepare the Board agenda, recommend the Executive Board organization and temporary work groups, supervise the Executive Director-Treasurer on behalf of the Board, serve as the search committee for an Executive Director-Treasurer when a vacancy occurs, consult with the Executive Director-Treasurer on recommendations for prospective staff personnel, and work with the Executive Director-Treasurer and Convention staff in developing and implementing long range strategic plans.
SECTION 5. Responsibilities. The Executive Board shall serve as the Dakota Baptist Convention ad interim and as the principal advisory body to the Convention. The Executive Board shall not contravene actions or policies of the Dakota Baptist Convention. Specific responsibilities of the Executive Board are as follows:
5(a) Serve as the operating board for all Convention programs not assigned to other boards or agencies.
5(b) Evaluate the performance of the Executive Director-Treasurer of the Dakota Baptist Convention and assist him in the exercise of his responsibilities for program and spiritual leadership as Chief Executive Officer of the Convention.
5(c) Act as agent of the Dakota Baptist Convention in all matters not assigned to Convention agencies, to include execution of any and all deeds, mortgages, deeds of trust, assignments, or other conveyances that the Executive Board may deem necessary to its legal and fiduciary responsibilities. The Dakota Baptist Convention herewith authorizes and directs the Chairman of the Executive Board and its Executive Director-Treasurer to execute all such aforementioned documents on behalf of the Dakota Baptist Convention.
5(d) Assure all gifts of money other than the general budget of the Dakota Baptist Convention or other property made to the corporation shall be disbursed according to the donor’s designation. The corporation shall maintain the authority at all times to accept or reject designated gifts. Undesignated gifts shall be distributed in accordance with the corporation’s budget.
5(e) Act upon recommendations of the Nominations Committee to fill any vacancies occurring between Annual Meetings.
5(f) Provide oversight of and ensure adequate arrangements for all Dakota Baptist Convention sessions.
5(g) Recommend a proposed budget to the Convention for each fiscal year. The proposed budget shall be distributed to all the churches of the Dakota Baptist Convention at least thirty (30) days prior to consideration and vote by the Convention at its Annual Meeting.
5(h) Establish and revise policies relating to the duties of the Executive Board and maintain policy manuals. The Executive Board shall work closely with the Executive Director-Treasurer to ensure an organization that is both functional and accountable. Policy manuals are subject to review and may be amended by a simple majority vote of the Executive Board.
5(i) Provide oversight for long range planning of the Dakota Baptist Convention and coordinate the long-range planning of any agency board with the long-range plan of the Convention.
5(j) Ensure a regularly scheduled audit (at least every two years) of the Dakota Baptist Convention’s financial records, publish financial reports in the Book of Reports at each Annual Meeting, and oversee the management of all Convention accounts.
5(k) Approve and employ staff upon recommendation of the Executive Director-Treasurer and the Executive Committee. Administrative personnel may be employed at the discretion of the Executive Director-Treasurer and do not require Board approval. The Executive Board shall approve personnel policies.
SECTION 6. Meetings.
6(a) The Executive Board shall meet at least three (3) times each year on dates suggested by the Executive Director-Treasurer and approved by the Executive Board, and at additional times as determined by the Board. The organizational meeting of the Executive Board shall be held immediately following the Annual Meeting.
6(b) Members are expected to attend all Executive Board committee meetings and plenary sessions. Failure to do so may result in removal by the Dakota Baptist Convention in session. Each member is responsible for notifying the Chairman of the Executive Board or the Dakota Baptist Convention office in any case necessitating an absence.
6(c) The Executive Board may be called into special session by the Executive Committee.
6(d) A majority of the Executive Board shall be considered a quorum for any Board meeting.
SECTION 7. Reports.
The Executive Board shall prepare and publish a comprehensive report of the work of the Dakota Baptist Convention and a summary of actions taken by the Executive Board in the annual Book of Reports.
ARTICLE VIII – AMENDMENTS
Amendments may be made to these Bylaws by a simple majority of the messengers present and voting at any Annual Meeting of the Convention, provided that 1) no amendment may be considered after the second session of the Convention and that 2) the proposed change is submitted in writing to the Convention office and the Constitution and Bylaws Committee at least one-hundred-twenty (120) days prior to the Annual Meeting and to the churches ninety (90) days prior to the Annual Meeting.