CONSTITUTION & BYLAWS OF EAST TENNESSEE BAPTIST ASSOCIATION A nonprofit corporation organized and existing under the laws of the State of Tennessee.

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1 CONSTITUTION & BYLAWS OF EAST TENNESSEE BAPTIST ASSOCIATION A nonprofit corporation organized and existing under the laws of the State of Tennessee. ARTICLE 1. NAME 1.1. Name. This body shall be called the East Tennessee Baptist Association and may be referred to as the Association in the following document Mission. The mission of this Association shall be: Churches cooperating together to make disciples, mature believers and multiply missions and ministries. ARTICLE 2. STATEMENT OF PURPOSE 2.1. Purpose of the Association. The purpose of this Association shall be to promote the growth of the Gospel of the Lord Jesus Christ within the bounds of this Association; the extension of World Missions, Benevolences, and Christian Education; and to cooperate voluntarily with local Southern Baptist Churches, the Tennessee Baptist Convention, the Southern Baptist Convention, and with whatever organizations these conventions may have, in an effort to carry out the Great Commission as given in Matthew 28: ARTICLE 3. OFFICES 3.1. Location. The principal office of the Association in the State of Tennessee shall be located at 760 New Cave Church Road, Newport, Tennessee ARTICLE 4. MESSENGERS AND CHURCHES 4.1. Member Churches. A member church shall be defined as any church that voluntarily contributes in terms of time, talent and ongoing continuous financial support of undesignated offerings Definition of Terms. The Association shall have no members as that term is defined in the Tennessee Nonprofit Corporation Act. The Association shall have messengers who shall enjoy the rights of delegates as that term is defined in the Act. The Association or the Association s messengers are in session when the messengers have been properly convened to meet. It is the practice of the Association to refer to those churches which have been accepted into the spiritual fellowship of the Association as members or member churches and which are thus affiliated with the Association. Messengers and churches shall have the rights enumerated in the constitution and bylaws. Where appropriate, personal pronouns shall be considered as gender inclusive Representation of Messengers. The Association shall be composed of messengers appointed by the Baptist Churches in cooperation with and contributing to the work of the Association regularly, provided the church has subscribed to this Constitution. The basis of representation shall be as follows: Each church in this Association having fifty members or less may send their pastor and four messengers, and an additional messenger for each additional fifty members or fraction thereof, provided that no church shall have more than ten messengers Only those messengers selected by their church and seated by action of the Association shall have the right to speak and/or vote on issues being considered by the Association in the Annual Meeting Any church failing to send the Annual Church Profile to the Association and/or failing to be represented at two consecutive Executive Committee meetings shall be notified of the same by a registered letter from the Executive Committee requesting their representation. Should the church fail to respond to the reminder and request, the Moderator and Credentials Committee shall investigate the reason for non-response and report to the Association at the next regular business session of the Association whether it be Executive Committee Meeting or Annual Meeting. The Association shall act upon the recommendation at that time.

2 ARTICLE 5. ADDITION OF CHURCHES 5.1. Any Church or Mission desiring membership in the Association shall make written application to the Credentials Committee Any Church or Mission that makes application to the Credentials Committee shall be met with and reviewed as to like faith and order At the first Associational meeting following the application of the church and upon recommendation of the Credentials Committee, the church may be received under watchcare. Watchcare shall be defined as participation in the programs and mission activities of the Association, but having no voting privileges. After one year of watchcare, the Credentials Committee shall recommend approval or disapproval of the application. Upon the affirmative vote of the Association in Annual Associational meeting to accept them into fellowship, such church shall be accorded all the services, rights, and privileges of membership in the Association. ARTICLE 6. AUTHORITY 6.1. The Association shall never exercise any authority whatsoever over any church, nor shall it interfere in any way with the constitution of any church or with the exercise of its functions but will always cheerfully recognize and uphold the absolute independence of the local church While this Association does not assume any authority over any church in its fellowship, it does reserve the right to withdraw the hand of fellowship from any church which has become corrupt in faith and practice. ARTICLE 7. RELATIONSHIP TO THE CHURCHES 7.1. The Association may advise, give counsel, and propose measures to the churches, but it shall exercise no power or ecclesiastical jurisdiction over the churches, nor shall the Association have any right to control a church or a church s activities or ministries, nor select, or supervise its ministers, employees, agents, members, activities or ministries. The Association shall have the autonomous authority to determine from among those churches desiring to be members of the Association which churches shall enjoy membership in the Association and thus enjoy its fellowship. Similarly, the Association shall have the authority to withdraw fellowship from a church and thus remove the church from the membership of the Association if the church departs from the principles of The Baptist Faith and Message or the principles of the constitution and bylaws of the Association. In order to be affiliated with the Association, churches must adhere to the following: 7.2. No church shall be considered a New Testament type church in good fellowship with the Association if said church receives into its membership any person baptized by any other than a New Testament type church, without requiring such person or persons to be baptized upon the authority of a New Testament type church or received by Statement of Faith A New Testament Type Church shall be defined as one subscribing to these beliefs: the inspiration and infallibility of the Scriptures; the Lord is one God revealed as the triune Father, Son, and Holy Spirit; the virgin birth of Jesus; the full deity and full humanity of Jesus; the substitutionary atonement of Jesus death; the bodily resurrection of Jesus; salvation by grace alone through faith alone in the Gospel of Jesus Christ alone; and the promise of the bodily return of Jesus to the earth. Additionally, as Southern Baptists, we subscribe to the following Baptist principles: baptism of born-again believers only, by immersion only; a regenerate church membership; the memorial view of the Lord s Supper; the eternal security of the believer; a free church in a free state; the autonomy of the local church; the priesthood of all believers; and willing cooperation in matters of missions and evangelism Any question concerning fellowship with the church shall be considered by the Credentials Committee before coming to the Association. Before recommending to the Association that it withdraw fellowship from a church and thus remove the church from the membership of the Association, the committee must first show that the church to be removed had, by certified or registered mail, been notified of the substantive reason(s) for the removal, and that the church had been given an opportunity to be heard and to give answer before the committee.

3 7.5. Spiritual Nature of Church s Membership. Matters of affiliation or participation of churches or messengers with the Association are decisions involving spiritual matters and no review of the Association s decisions may be appealed to any secular authority. ARTICLE 8. MEETINGS OF MESSENGERS 8.1. Regular Meetings. The Association shall convene in annual session in October at such time and place as approved by the Executive Committee in their regular session at least six months prior. No further notice shall be required. The October meeting shall be considered the Annual meeting of the corporation Special Meetings. Special meetings of the messengers for any purpose or purposes may be held at any time, and the time and place of a regular meeting may be changed or the meeting canceled, by a two-thirds majority vote of the Executive Board present, provided member churches are given notice at least two weeks in advance of the meeting Notice of Meeting or Cancellation, or Change. Notice shall be given by mail. The notice shall be deemed given five days after its deposit in the United States mail, first class postage prepaid, and addressed to the churches at their addresses as they appear on the records of the Association Voting. All decisions, when not unanimous, shall be made by a majority vote, unless specified otherwise by this constitution and bylaws. When the vote is equal, the Moderator shall cast the deciding vote. Only qualified messengers may vote. Proxy notes are not allowed Rules. The Messengers of the Association when convened for the transaction of business shall be governed by the latest revised edition of Robert s Rules of Order. ARTICLE 9. EXECUTIVE BOARD 9.1. Executive Board. The Association shall have an Executive Board which shall constitute the board of directors of the corporation and which shall consist of the following: the officers of the Association; the directors of each Associational department; the senior pastor, and two at-large members of each of those churches of the Association whose recorded contributions to the Association the previous year was at least $300; provided that before assuming office each Executive Board member except the Director of Missions shall certify in writing to the Association or its Executive Board his correct name and address, the name of his appointing or electing organization, or church, and a signed statement to the effect that he agrees to serve within the Corporate Constitution and Bylaws and consents to being named as one of the Board of Directors of East Tennessee Baptist Association for that year A member church which did not meet the $300 contributions provision for inclusion on the Executive Board may petition in writing the Credentials Committee who shall investigate the matter and report back to the Executive Board, whereupon the Executive Board by a two-thirds majority vote may render any assistance it deems necessary including waiving the $300 contributions provision Power of the Executive Board. The governance of the Association is divided between the messengers in session and the Executive Board. The messengers in session constitute the highest ecclesiastical authority of the Association. The Executive Board shall care for every interest of the Association, direct its activities in the interim between meetings of the Association, and shall carry out the policies and will of the Association as so expressed. Except as specifically vested either in the messengers in session or in the Executive Board by this constitution and bylaws, all corporate powers shall be exercised by or under the authority of, and the affairs of the Association managed under the direction of, the Association s messengers in session and, when the messengers are not in session, of the Executive Board. However, the Executive Board shall have the authority vested in it by this constitution and bylaws, or by a resolution of the messengers not contrary to this constitution and bylaws, and the Executive Board shall not have the authority to take action contrary to action taken by the messengers which was not within the exclusive prerogatives of the Executive Board under this constitution and bylaws Duties of the Executive Board. The Board shall perform the duties specified in this constitution and bylaws. The Board shall have the power to fill vacancies among the officers and standing committees of the Association that may occur during the year, and to appoint any special committees deemed needful to carry out

4 its duties. The Board shall receive and prepare resolutions throughout the year as discussed by the Executive Committee. A report from the Executive Board shall be made to the Annual meeting of the Association including a comprehensive summary of its actions during the year together with recommendations as the Board may have Regular Meetings. The Executive Board shall provide by resolution the time and place for the holding of regular meetings. No notice of these regular meetings must be given Special Meetings. Special meetings of the Executive Board must be preceded by two (2) weeks notice to each member of the date, time and place, but not the purpose, of the meeting Notice. Notice may be communicated in person, by telephone or facsimile message, by mail or private carrier. Oral notice is effective when communicated in a comprehensive manner. Written notice is effective, if in a comprehensive form, at the earliest of the following: (1) When received; (2) Five days after its deposit in the United States mail, if mailed correctly addressed and with first class postage affixed thereon; (3) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee Quorum and Voting. A quorum of the Executive Board shall consist of twelve (12) percent of the member churches present immediately before a meeting begins. When a quorum is once present to organize a meeting, a meeting may be later adjourned despite the absence of a quorum caused by the subsequent withdrawal or any of those present. If a quorum is present when a vote is taken, the affirmative vote of a majority of members present is the act of the Board unless the Tennessee Nonprofit Corporation Act or the articles and bylaws of the Association require the vote of a greater number of members. ARTICLE 10. ASSOCIATIONAL COUNCIL The Associational Council shall be made up of the department directors plus the Moderator and Assistant-Moderator and Director of Missions who shall serve ex-officio as members. The Director of Missions shall chair the council. The work of the council shall be under the authority of the Executive Board: (a) to coordinate the total program ministry of the Association; (b) to develop an Associational calendar for approval at the Annual meeting; and (c) to receive individual requests from the Stewardship & Budget Planning Committee, then to correlate the various financial programs and/or mission actions together with their particular financial emphases and return these requests to the Stewardship & Budget Planning Committee by June 15. The Stewardship & Budget Planning Committee must meet in joint session with the Associational Council to compile a final budget recommendation for the following year. ARTICLE 11. OFFICERS Officers. The officers of the Association shall be Moderator, Assistant Moderator, Clerk, Treasurer, Trustees, and Director of Missions and such others as may be authorized by the Association. Any two or more offices may be held by the same person, except the offices of Moderator and Clerk Election and Term of Office. The officers, except for the Director of Missions, shall be elected during the Annual meeting by a majority vote of messengers present and voting at a time arranged by the Order of Business Committee and shall take office at the close of the Annual meeting. When two or more persons are nominated for any stated office, the election shall be by ballot. Each officer shall hold office until the expiration of the term for which he is elected and thereafter until his successor has been duly elected and qualified, except in the term of office of any officer who dies, resigns, or is removed shall end immediately upon such event. Vacancies occurring between sessions of the Association shall be filled by the Executive Board. The Director of Missions need not be elected annually but shall certify in writing to the Association or its Executive Board his correct name and address, and provide a signed statement to the effect that he agrees to serve within this Corporate Constitution and Bylaws, and consent to being named as an ex-officio member of the Board of Directors of East Tennessee Baptist Association for the duration of his employment Moderator. The Moderator shall be considered the President of the Corporation. He shall preside over the meetings of the Association and the Executive Board. He shall appoint such committees as may be

5 authorized by this constitution and bylaws or by the Association or the Executive Board and shall attend to such other duties as his office may require Assistant Moderator. The Assistant Moderator shall discharge the duties of the Moderator in his absence and may preside at his request. He shall correlate and coordinate the work of the committees and shall encourage committee chairpersons to see that their committees fulfill their responsibilities. In the event the Moderator and Assistant Moderator are absent from Association or Executive Board meetings, the Director of Missions shall call said meeting to order for the election of the presiding officer for that meeting Clerk. The Clerk shall be considered the Secretary of the Corporation. He shall distribute annually to each church the proper letter forms on which each church will report to the Association, keep an accurate record of the proceedings of the Association and of the Executive Board meetings; and he shall authenticate the records of the Corporation, arrange the printing and distribution of the Annual, and provide before each Executive Board meeting that members of the Executive Board are identified for purposes of conducting the business of the Executive Board. For his services the Clerk may be paid a reasonable compensation. The Clerk shall appoint an Assistant Clerk who with prior approval of the Association or its Executive Board shall assist the Clerk in the performance of his duties and shall act for him in his absence Treasurer. The Treasurer shall receive all funds and keep an accurate account of the same. He shall make disbursements as authorized by the Association or its Executive Board, report to the Executive Board and annually to the Association, and serve as an ex-officio member of the Stewardship & Budget Planning Committee. The Treasurer may be paid a reasonable compensation for his work. The Treasurer shall appoint an Assistant Treasurer or Financial Secretary who with prior approval of the Association or its Executive Board shall assist the Treasurer in the performance of his duties and shall act for him in his absence Director of Missions. The Director of Missions shall serve as the principal executive employee of the Corporation and, subject to the control of the Executive Board, shall oversee and control the management of the Corporation in accordance with this constitution and bylaws. The Director of Missions shall perform all duties as may be prescribed by the Board from time to time, including, but not limited to, the management, supervision and evaluation of all the staff and employees of the Corporation pursuant to any personnel policies which may be adopted by the Executive Board Removal. Any officer, member of the Executive Board, or agent elected or appointed by the Executive Board may be removed by the Board. An officer, member of the Executive Board, or agent elected or appointed by the Association s messengers in session may be removed by the Association s messengers in session, but not by the Executive Board. Removal may be with or without cause. Removal shall be without prejudice to the contract rights, if any, of the person removed. Prior to the time of removal, the removing body shall notify the officer, member or agent to be removed of the impending action and the reasons therefore. The individual shall have the opportunity to be heard before the removing body for a reasonable length of time to be set as an item of business by the body or its officers Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Executive Board for the unexpired portion of the term. ARTICLE 12. RECORDS & AMENDMENTS The Association shall furnish the churches with the minutes of the proceedings The books of the Clerk and Treasurer shall be open for inspection by any person or organization contributing to the funds of the Association This Constitution and Bylaws may be amended, altered, or added to by a two-thirds majority vote of the messengers present at the Annual Meeting, provided such amendments, alterations, or additions are presented to the Executive Board at least four months prior, with amendments distributed to member churches immediately thereafter, except Article 6 which shall remain forever unalterable. BY-LAWS 1 All sessions of the Association shall be opened and closed with 1. prayer. 2 The Constitution & By-Laws shall be printed in the Annual Minutes of the Association.

6 3 The Executive Committee shall draw up a job description and/or a list of specific duties for each officer and committee of the Association. 4 The Moderator will appoint the Committee on Committees at the August Executive Committee Meeting. The newly appointed Committees will take office at the close of the October Annual Meeting. 5 The Nominating Committee shall distribute a copy of job descriptions to each Officer and Committee Member of the Association annually. 6 The Messengers of the Association when convened for the transaction of business shall be governed by the latest revised edition of Robert s Rules of Order. 7 The fiscal and Associational year shall begin January first and end December thirtyfirst.

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