Associational Info

Officers of the Association

Bylaws

 of

ROANOKE VALLEY BAPTIST ASSOCIATION, INC.

ARTICLE I. - OFFICERS

The principal office of the corporation in the State of Virginia shall be located at 3926 Plantation Road, N. E., City of Roanoke, Virginia 24012. Other offices, within the State of Virginia, may be established by the board of Directors, from time to time.

The registered office required by the Code of Virginia may be, but need not be, identical with the principal office.

ARTICLE II. - PURPOSES AND OBJECTIVES

The purposes of the Roanoke Valley Baptist Association, Inc., hereinafter referred to as "corporation," shall be as follows:

A. To furnish churches, having representation in the corporation a medium of cooperation and mutual support for the propagation of the gospel of Jesus Christ and for the advancement of the Redeemer's Kingdom by all methods, in accord with the Word of God.

B. To cooperate with the Baptist General Association of Virginia, the Southern Baptist Convention, and the Baptist World Alliance.

C. To recognize the autonomy of churches having representation in the corporation.

ARTICLE III. - MEMBERS

Section 1. The membership of the corporation shall be composed of messengers of Southern Baptist Churches located within reasonable territorial limits which are of like faith and order and which are committed to cooperation with the other member churches in carrying forth the mission and ministry of the RVBA through financial support and personal involvement. Churches are to be received into membership or dismissed from membership in accordance with the approved guidelines.

A. Guidelines for Receiving a Church into the Roanoke Valley Baptist Association

1. The church must be of like faith and order and committed to cooperation with

the other member churches in carrying forth the mission and ministry of the RVBA through regular financial support and personal involvement.

2. Such church must submit to the RVBA at least 90 days before a meeting of the association:

a. A written request for admission

b. An agreement of cooperation

c. A statement of faith

d. A constitution and bylaws

e. A current budget

3. An appointed Credentials Committee will review the above documents in order to determine if said church complies with the guideline requirements for membership.

4. The Credentials Committee will then meet with the leaders of said church to seek further information, if desired, to make any suggestions or stipulations deemed valid, to answer any questions on the part of the church leaders, and to gain insight into the cooperative nature of said people.

5. The Credentials Committee will then meet to discern the proper disposition of the matter, so informing the church making the request for admission.

6. At the next meeting of the RVBA the Credentials Committee will report its findings, making whatever recommendations are deemed proper.

B. Guidelines for Dismissing a Church from the Roanoke Valley Baptist Association.

1. Reasons for Dismissal

a. A written request from the church

b. Failure to provide an annual report for two (2) consecutive years

c. Failure to provide financial support for two (2) consecutive years

d. Failure to participate in and demonstrate a spirit of cooperation with the mission, ministry, and fellowship of the RVBA

2. Procedure

a. A special committee will be appointed by the moderator of the RVBA for the purpose of investigation.

b. The committee will meet with leaders of said church to determine the situation, discuss problems, and offer encouragement toward an acceptable solution for maintaining an active, meaningful and cooperative relationship.

c. The committee will recommend dismissal at the next RVBA meeting, if said church refuses to cooperate in accordance with the above requirements for continuing membership.

3. Reinstatement

Any church which has been dismissed and later desires to be reinstated must follow the guidelines for receiving a church into the RVBA.

Section 2. Each church and mission shall have the privilege of representation in the regular meetings of the corporation by two messengers, elected or appointed by the respective churches or missions. Each messenger shall have the privilege of casting one vote on all matters to be decided by the corporation.

Section 3. A church may elect or appoint one additional messenger for each $1000 in undesignated gifts to the corporation during the previous year; no church shall be entitled to more than ten (10) total messengers.

Section 4. All pastors shall be messengers. However, no one may cast more than one vote on any given issue.

ARTICLE IV. - MEETING

Section 1. The fall meeting of the corporation shall be on the fourth Tuesday of October each year.

Section 2. The spring meeting of the corporation shall be on the fourth Tuesday of April each year.

Section 3. Special meetings of the corporation may be authorized by the Board of Directors.

Section 4. Written notice of all meetings of the corporation shall be provided to each church, mission, and chapel entitled to representation no less than fourteen (14) days prior to such meeting.

ARTICLE V. - BOARD OF DIRECTORS

Section 1. General Powers. The business affairs of the corporation shall be managed by its Board of Directors.

Section 2. Election. The election of the Board of Directors shall be held at the spring meeting to take effect at the subssequent fall meeting.

Section 3. Number, Tenure, and Qualifications. The Board of Directors shall be seven (7) in number, one of whom shall be designated the president of the corporation. Each director shall hold office until the next fall meeting of the members and until his/her successor shall have been elected and qualified.

Section 4. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this By-law immediately after and at the same place as the spring meeting of the members.

Section 5. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the president or of any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place as the place for holding any special meeting of the Board of Directors called by them.

Section 6. Notice. Notice of any special meetings shall be given at least five (5) days previously thereto by written notice delivered personally or mailed to each director at his/her business address or by telegram. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to telegraph company. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting except when a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need to be specified in the notice or waiver of notice of such meeting.

Section 7. Quorum. A majority of the number of directors shall constitute a quorum for the transaction of business. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the directors.

Section 8. Vacancies in Board of Directors. Any vacancy in the Board of Directors may be filled by the remaining directors for the unexpired term.

ARTICLE VI. - CORPORATION OFFICERS

Section 1. Number. The officers of the corporation shall be a President, a Secretary, and a Treasurer, each of whom shall be elected by the Board of Directors. Such other officers and assistance officers as may be deemed necessary may be elected or appointed by the Board of Directors. Any two or more offices may be held by the same person, except the offices of the President and Secretary.

Section 2. Election and Term of Office. The officers of the corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the fall meeting of the members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as is convenient. Each officer shall hold office until his/her successor shall have been duly elected and shall have qualified or until his/her death or until he/she shall resign or shall have been removed in the manner hereinafter provided.

Section 3. Removal of Officers or Agents. Any officer or agent may be removed with or without cause at any time whenever the Board of Directors in its absolute discretion shall consider that the best interests of the corporation would be served thereby. Any officer or agent appointed otherwise than by the Board of Directors may be removed with or without cause at any time by any officer having authority to appoint, except as may be otherwise provided in the By-laws, whenever such officer in his absolute discretion shall consider that the best interests of the corporation will be served thereby.

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 5. The President. The President shall be the principal executive officer of the corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the corporation. He/she shall, when present, preside at all meetings of the Board of Directors. He/she may sign, with the Secretary or any other proper officer of the corporation thereunto authorized by the Board of Directors, certificates of membership, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-laws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

Section 6. The Secretary. The Secretary shall: (a) keep the minutes of the members' and of the Board of Directors' meeting in one or more books provided for that purpose; (b) see that all notices are fully given in accordance with the provisions of these By-laws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents the execution of which on behalf of the corporation under its seal is duly authorized; (d) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors.

Section 7. The Treasurer. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his/her duties in such sum and with such surety or sureties as the Board of Directors shall determine. He/she shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of Article VII of the By-laws; and (b) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors.

ARTICLE VII. - CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation and such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Section 3. Checks, Drafts, Etc. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

ARTICLE VIII. - ORGANIZATIONAL MANUAL OF RESPONSIBILITIES

Section 1. Manual. The corporation shall provide and keep current an Organizational Manual of Responsibilities.

Section 2. Contents. The "Manual" shall include a complete listing of the employed staff positions, the general officers, the program organizations, the standing committees, the special committees, the associational cabinet, the associational executive committee, and all the corporations. In addition to stating the principal function and make-up of each group, the "Manual" shall set forth in clear fashion what is expected of those who serve in each specific area.

ARTICLE IX - FISCAL YEAR AND ORGANIZATIONAL YEAR

Section 1. The fiscal year of the corporation shall be the same as the calendar year unless otherwise changed by a resolution of the Board of Directors.

Section 2. The organizational year for the corporation shall begin in October.

ARTICLE X. - SEAL

The seal of the corporation shall be as the impression made upon the margin of these By-laws.

ARTICLE XI. - AMENDMENTS

Section 1. These Bylaws may be altered, amended, or repealed and new Bylaws adopted by the Board of Directors at any regular or special meeting of the Board of Directors. Bylaws made by the Board of Directors may be repealed or changed, and new Bylaws made by the members and the members may prescribe that any Bylaws made by them shall not be altered, amended, or repealed by the directors.

Section 2. The Organizational Manual of Responsibilities may be altered, amended, repealed, or added to by a two-thirds (2/3) vote of the membership of the corporation present at a regular spring or fall meeting of the association, provided the Executive Committee shall have had opportunity at a regular meeting to consider any recommended change.

Revised 1985,1989,1993,1995

ARTICLES OF INCORPORATION OF ROANOKE VALLEY BAPTIST ASSOCIATION, INC.

We hereby associate to form a non-stock corporation under the provisions of Chapter 2 of Title 13.1 of the Code of Virginia and to that end set forth the following:

ARTICLE I

NAME. The name of the corporation is Roanoke Valley Baptist Association, Inc.

ARTICLE II

PURPOSES. The purposes for which the corporation is organized shall be:

A. To furnish churches having representation in the corporation a medium of cooperation and mutual support for the propagation of the gospel of Jesus Christ and for the advancement of the Redeemer's Kingdom by all methods, in accord with the Word of God.

B. To cooperate with the Baptist General Association of Virginia, the Southern Baptist Convention, and the Baptist World Alliance.

C. To recognize the autonomy of churches having representation in the corporation.

D. To conduct any lawful affairs not required to be specifically stated in these Articles.

E. To be 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 Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).

ARTICLE III

MEMBERSHIP. The corporation shall have members appointed or elected as provided in the By-laws.

ARTICLE IV

DIRECTORS. The affairs of the corporation shall be managed by a board of directors of seven (7) persons as fixed by the By-laws as amended from time to time who shall be elected by the members of the corporation in the manner set forth in the By-laws. Directors shall serve for one-year terms and may serve for more than one term. Any vacancy in the Board of Directors may be filled by the remaining directors for the unexpired term.

ARTICLE V

REGISTERED OFFICE AND AGENT. The post office address of the initial registered office is: 3926 Hollins Road, N. E., Roanoke, Virginia 24012

The name of its registered agent is Rolen C. Bailey who is a resident of resident of Virginia, a director of the corporation and whose business office is the same as the registered office of the corporation. The initial registered office is located in the City of Roanoke, Virginia.

ARTICLE VI

INITIAL BOARD OF DIRECTORS. The number of directors constituting the initial Board of Directors is seven (7) and the names and addresses of the persons who are to serve as the initial directors are: Rolen C. Bailey, Robert G. Moore III, Ruby F. Vest, Frank W. Feather, Dow N. McGrady, Mary Kay Cooper, Reva S. Hicks.

ARTICLE VII

TAX EXEMPTION PROVISIONS. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, directors, 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 forth in these Articles. No substantial part of the activities of the corporation shall be the 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 provision 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 Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under Section 170(c)7(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).

Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose

of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Circuit Court of the City or 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.

DATED: (June 7, 1985) (Richard E. Viar), Incorporator