ARTICLES OF INCORPORATION
AND BY-LAWS OF THE MONTANA TRIANGLE ASSOCIATION OF SOUTHERN BAPTISTS
ARTICLE I -NAME
The name of the corporation is Montana Triangle Association of Southern Baptists.
ARTICLE II - PURPOSE
The purpose of this association shall be to establish a means of communication and fellowship among the Southern Baptist Churches in this area of Montana to project measures for the furtherance of the cause of Christ; and to support all missionary, educational and benevolent enterprises fostered by the Montana Southern Baptist Fellowship and by the Southern Baptist Convention.
This corporation is a religious, non-profit corporation. The corporation is formed exclusively for charitable purposes, including the making distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provisions of any future tax code or laws.
ARTICLE III – OPERATIONS PROHIBITIONS
No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in these Articles of Incorporation. No substantial part of the activities of the corporation shall be the carrying on of propaganda against the government. The corporation shall not participate in, or intervene in any political campaign on behalf of or in opposition to any candidate for public office.
Notwithstanding any other provision in these Articles of Incorporation, the corporation shall not carry on any activities not permitted to be carried on (a) by a corporation recognized as exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future Federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future Federal tax code.
ARTICLE IV -MEMBERSHIP
The membership of the Montana Triangle Association Of Southern Baptists shall be the messengers to the Annual Meeting in session elected by their churches and qualified for seating according to the Bylaws.
ARTICLE V. POWERS AND LIMITATIONS
Montana Triangle Association Of Southern Baptists has the sole right to govern itself under the Lordship of Christ and recognizes the autonomy of churches and other Southern Baptist bodies.
VI. MEETINGS
Section 1: The Annual Meeting of the Association shall be held as determined by the messengers; the dates and places of the annual meeting shall be determined not less than 12 months prior to such meetings in accordance with the terms and conditions of the Corporation By-Laws.
Section 2: Special meetings of the Association may be called by the Executive Board in accordance with the terms and conditions of the Corporation’s By-Laws.
VII. OFFICERS
The officers of the Association shall be Moderator, Vice Moderator, Clerk and Treasurer who shall be elected at each annual meeting according to the Corporation By-Laws.
VIII. REGISTERED AGENT and ADDRESS
The street address of the registered office of the Corporation is 3008 6th Ave S. Great Falls, MT 59405, and the name of the registered agent at that office is B. J. Hallmark. The mailing address of the Corporation is PO Box 6889, Great Falls, MT 59406.
IX. NON-POLITICAL ACTIVITY
No substantial part of the activities of this Corporation shall consist of carrying propaganda against the government. The Corporation shall not participate in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for public office.
X. AMENDMENTS
These Articles may be amended by the affirmative two third vote of the messengers present and voting at an Annual Meeting, provided that amendments are presented in writing to the messengers at the first session of the Annual Meeting, to be voted on at the last session of the same Annual Meeting.
ARTICLE XI. DISSOLUTION
Section 1: Dissolution of the Association can only be voted upon by members (messengers) during an Annual Session, in accordance with the Bylaws.
Section 2: Upon dissolution, after all creditors of the Corporation have been paid, the assets of the Corporation shall be distributed to one or more Southern Baptist organizations which qualify as exempt organizations under Section 501(c)3 of the Internal Revenue Code of 1986, or corresponding section of any future federal tax code.
ARTICLE XII - DURATION
The duration of the corporation shall be perpetual.
ARTICLE XIII – CONFLICT OF INTEREST POLICY
Any director, officer, or key employee, who has an interest in a contract or other transaction presented to the Board of Directors or a committee thereof for authorization, approval, or ratification, shall make a prompt and full disclosure of his interest to the Board or a committee prior to its acting on such contract or transaction. Such disclosure shall include any relevant and material facts known to such person about the contract or transaction, which might reasonably be construed to be adverse to the corporation's interest.
The body to which such disclosure is made shall thereupon determine, by a vote of seventy-five percent (75%) of the votes entitled to vote, whether the disclosure shows that the conflict of interest exists or can reasonably be construed to exist. If a conflict is deemed to exist, such person shall not vote on, or use her/his personal influence on, nor participate (other than to present factual information or to respond to questions) in, the discussion or deliberation with respect to such contract or transaction. Such person may be counted in determining whether a quorum is present, but may not be counted when the Board of Directors or a committee of the Board takes action on the transaction. The minutes of the meeting shall reflect the disclosure made, the vote thereon, the abstention from the voting and participation, and whether a quorum was present.
ARTICLE XIV – EMPLOYMENT OF BOARD MEMBERS
Individuals on the Board of Directors that are employed by the corporation will:
1. Be compensated in the capacity as a board member only for justifiable expenses related to meetings (mileage, etc,)
2. Remove herself/himself from the voting process when determining the compensation, benefits, etc. in her capacity as an employee.
3. Ensure that all compensation/salaries paid to any employee of the corporation will be reasonable for the services rendered and comparable with other like exempt organization’s executive’s compensation.
BY-LAWS of MONTANA TRIANGLE
ASSOCIATION OF SOUTHERN BAPTISTS
ARTICLE I - MEMBERSHIP
Section 1. The members of this Association shall be composed of the messengers from the churches recognized by and regularly cooperating with said Association, and have submitted an Annual Church Profile in the preceding year, and who are contributing to the Cooperative Program & Triangle Baptist Association in the current fiscal year.
Section 2. New churches wishing to cooperate with and to have messengers seated in the Association shall observe the following:
A. A formal request attached to a full report of the church’s organization, Articles of Faith, location, membership, organizational activities, and missionary and benevolent efforts shall be filed with the Credentials Committee at least ninety (90) days prior to the Annual meeting of the Association.
B. If, after full and thorough investigation on part of this committee such church is recommended for admission to the association, the Association shall vote on its reception, a three-fourths affirmative vote being necessary for admission.
Section 3. Each church and church type mission shall be entitled to five (5) messengers for the first 50 resident members or less, plus one additional messenger for every twenty-five (25) resident members or portion thereof, provided that no church or church type mission shall have more than twenty five(25) messengers.
Officers and pastors of the association shall be ex-officio messengers from the church of which they are members, but must be included in the above limitation of messengers from each church or church type mission. The number of messengers allowed for each church or church type mission will be based on the number of resident members reported for each church in the current Annual Church Profile.
ARTICLE II – POWERS AND AUTHORITY
This Association shall never possess a single attribute of authority over any church, except that it may refuse to seat messengers from any church which it deems unsound in doctrine or irregular in practice and may withdraw fellowship from said churches.
ARTICLE III - AMENDMENTS
These By-Laws may be amended by the affirmative two third vote of the messengers present and voting at an Annual Meeting, provided that amendments are presented in writing to the messengers at the first session of the Annual Meeting, to be voted on at the last session of the same Annual Meeting.
ARTICLE IV - OFFICERS
Section 1. The officers of this association shall be Moderator, Vice-Moderator, Clerk and Treasurer. They are to be elected at the Annual Meeting, taking office beginning January 1st of the following year. The election of officers shall be upon the recommendation of the nominating committee and nominations from the floor of the Annual meeting. Officers may succeed themselves in office, with the exception of the Moderator, who may not serve more than two (2) consecutive terms.
Section 2. Duties Of Officers
A. The Moderator shall preside at all meetings of the association, unless he is unable to be present for a meeting. The Moderator shall appoint the Nominating Committee at least one month prior to the Annual Meeting. The Moderator shall appoint the Resolutions Committee and the Time, Place, and Preacher Committee at the first session of the Annual Meeting. These two committees will give their report at the last session of the annual meeting. The Moderator shall be Chairman of the Program Committee and responsible for the distribution of the program for the annual meeting one week prior to the meeting. The Moderator shall be an ex-officio member of all committees.
B. The Vice Moderator shall preside in the absence of the Moderator, or at his request. The Vice Moderator shall be a member of the Program Committee.
C. The Clerk shall keep accurate records of the associational meetings and Executive Board meetings. A complete record of the proceedings of the Annual meeting shall be published and distributed to all churches by the clerk.
D. The Treasurer shall receive and disburse all funds of the association, and shall provide a monthly report to the churches.
ARTICLE V - EXECUTIVE BOARD
The Executive Board shall be composed of the pastors of recognized cooperating churches, the pastors of Missions of such churches, the officers of the association, the ministry team leaders and one (1) member elected from each recognized cooperating church.
The Executive Board shall have charge and control, except when otherwise ordered by the Association, of all work of the Association during the period between Annual sessions. The Moderator shall be the chairman of the Board. The Executive Board shall meet once annually. Special meetings may be called by the Moderator as long as two (2) weeks written notice is given to board members.
The Moderator, Vice moderator and the Treasurer shall serve as the Board of Trustees in all matters wherein Trustees are a legal necessity. The Moderator of the Association as chairman of the Executive Board shall on behalf of the Association, sign all papers, documents, contracts or other legal instruments, wherein the credit, faith, or agreement of the Association is involved, provided he receives instructions from the Association or its Executive Board.
ARTICLE VI - MEETINGS
The Association shall meet annually in the Fall, at such time and place as determined at the previous meeting to carry out the major business of the Association. Visitors may be invited to attend associational meetings and allowed all privileges of the session except to vote.
A quorum for the Annual Meeting, Executive Board meetings, Ministry Team meetings and Committee meetings shall be those present.
Special meetings of the Association may be called by the Executive Board, provided two (2) weeks written notice is given to all member churches.
In all matters of parliamentary procedure, the Association and Executive Board shall abide by A Parliamentary Guide for Church Leaders (C.B. McCarty).
ARTICLE VII - VOTING
All matters of decision by the Association shall be determined by a majority vote, except the amendment of the Articles of Incorporation or the By-Laws which shall be by two thirds majority.
ARTICLE VIII. – MINISTRY TEAM
This team of the Association shall coordinate the planning, promotion, calendaring and implementation of events and activities in the Association. The Team will present a recommended Calendar of events and activities to the Association at the Fall Annual Meeting. It shall consist of the Moderator, Vice Moderator, the Associational Coordinator, and three at-large members.
This team will be responsible for developing mission opportunities and providing missions education. They will also provide personal evangelism training and assist in beginning new works.
This team would help lead our association by providing training in all areas of need for pastors and lay leaders in the churches.
This team will also develop ministry and training opportunities for age groups (children, youth), gender groups (men, women) and families.
ARTICLE IX – STANDING COMMITTEES
A. NOMINATING COMMITTEE - The Nominating Committee shall present the associational officers and the three at-large members for acceptance by the Association at the Annual Meeting. This committee shall consist of the Moderator, Vice-Moderator, & the Associational Coordinator.
B. FINANCE COMMITTEE – The Finance Committee shall consist of the Moderator, Vice Moderator, Treasurer, and the Associational Coordinator. They shall oversee the finances of the association and present the annual budget for adoption at the Annual Meeting.
C. PROGRAM COMMITTEE – The Program Committee shall consist of the Moderator, Vice Moderator, and the Associational Coordinator. They shall develop and send out the program for the Annual Meeting at least two (2) weeks prior to the meeting.
ARTICLE X - CHANNELS OF COOPERATION
The channels of cooperation shall be: the Association, The Montana Southern Baptist Convention, and the Southern Baptist Convention. Churches out of alignment cannot be received into the Association unless they affirm or reaffirm themselves in harmony with such alignment.
ARTICLE XI – DESIGNATED GIFTS
The right to designate gifts to the work of the association is recognized and shall be faithfully applied so far as practical and consistent with the purposes and plans of the Association. However, all gifts to the association become the property of the Association and the Association will not be obligated to a project or course of action solely on the basis of designated gifts.
These amended Articles Of Incorporation and By-Laws were adopted on the 8th day of the month of September, 2013.
________________________________________________
Michael L. Ammons, Associational Coordinator
