CONSTITUTION OF AMERICAN BAPTIST CHURCHES OF OHIO
NAME AND AFFILIATION
The name of this organization shall be American Baptist Churches of Ohio
(hereinafter known as the Region,) and formerly known as The Ohio
The Region shall be a religious society and affiliated with American
Baptist churches in the U.S.A. (hereinafter known as ABC/USA.)
American Baptist Church of Ohio is an expression of the Body of Christ in
this world, called to provide a network of resources, support, and
fellowship, and to enable member congregations to implement shared
ministries in faithful witness to the Gospel of Jesus Christ.
To promote the program and activities of ABC/USA and its affiliating
and cooperating organizations; and to promote the organization and
establishment of new churches and mission within the Region.
To give expression to its conviction upon moral, social, religious, and
To receive and maintain a fund or funds of real or personal property, or
both, and subject to the restrictions and limitations hereinafter set
forth, to use and apply the whole or any part of the income therefrom
and the unrestricted principal thereof exclusively to carry on and
implement the mission objectives of the Region as herein stated for its
religious purposes, either directly or by contributions to organizations
that qualify as exempt organizations under the Internal Revenue Code
of 1954, and its Regulations as they now exist or as they may hereafter
The Region shall consist of those affiliating Baptist churches and
associations which share in its mission and cooperate in its programs in
such manner and to such a degree as determined by the Board of Trustees
known as the Board of Regional Ministries (hereinafter known as the
Member churches shall be received into the Region or dismissed
according to procedures set forth by the Board.
The voting delegates at meetings of the Region shall consist of:
All officially recognized professional church leaders in the Region
registered at the Region’s main office.
Delegates from cooperating churches on the basis of two delegates in
addition to the recognized professional church leaders from each
church plus one delegate for each one hundred resident members or
major fraction thereof above the first one hundred as reported in its last
annual church report.
All members of the Board.
The officers of the Region shall be President, Vice-President, Past
President, Secretary, and Treasurer. These officers shall perform the
duties prescribed by the Board and by the parliamentary authority adopted
by the Region...
The President, Vice-President, and the Past President shall serve one-year
terms. Thereafter the Vice-President shall serve as President for a one-
year term and the President shall then serve as Past President for a one-
year term. The Secretary and Treasurer shall each be elected to serve for
one three-year term. All officers shall serve their elected terms or until
their successors are elected. Terms of office shall begin on January 1
following the election.
An officer shall hold no more than one office at a time, and shall be
eligible to serve no more than two consecutive terms in the same office.
BOARD OF REGIONAL MINISTRIES
(Board of Trustees)
There shall be a Board of Regional Ministries of forty-five persons. The
board shall be comprised of:
One representative elected by each affiliated association to serve no
more than two three-year terms. Each representative shall be elected
using the rotation sequence of layman, laywoman, and clergy as
determined by the Board. The association shall at the same time elect
an alternate in the same category to serve in the event of the
resignation or death of the representative.
Election District Representatives from the Region to the General
Board of ABC/USA.
One representative elected by each recognized auxiliary organization.
Five officers of the Region elected by the delegates at the Annual
The number of persons needed to complete the 45-person Board to
serve as members-at-large elected by the delegates at the Annual
In addition to the persons in Section 1, the following persons shall be ex
officio members of the Board with power to vote.
a. Executive Minister of the Region
b. All Board Members Emeriti (as designated in Section 8 of this Article.)
All members of the Board shall be members in good standing of a church
affiliated with the Region.
At each annual meeting of the Region, one-third of the number of at-large
members required to constitute the Board shall be elected, except as
additional elections are required to fill unexpired terms. No person who
has served continuously for two successive terms shall be eligible for
reelection until after the lapse of at least two years. No person whose
salary or portion thereof is provided by the Region or ABC/USA or its
agencies shall be eligible to be a member or serve as an officer of the
Board except as herein provided.
The Board shall meet at least two times each year. The President or
Executive Minister may call special meetings of the Board at any time.
Twenty members of the Board are necessary to constitute a quorum for a
meeting of the Board. A lesser number may recess a meeting from time to
Section 7 A majority of the Board is authorized to fill any vacancy until the next
Section 8 By vote of the Region, upon recommendation of the Board, there may be
Board Members Emeriti, not exceeding five in number.
Section 9 The Board shall make its own Bylaws.
Section 10 The Board shall establish an Executive Committee.
The Board shall appoint such committees, task groups, or working teams,
as it deems necessary to accomplish the Board’s goals and objectives.
The Board shall provide for the employment of an executive minister and
such other professional staff as the Board may determine.
The Board shall devise and execute policy in the Region in accordance
with the Constitution, shall manage the finances and shall transact the
business between meetings of the region.
The Board shall approve an annual budget.
The Board shall make an annual report to the Region showing in
appropriate detail the financial status and a report of the proceedings and
work of the corporation.
Each Board member shall fulfill attendance requirements as set forth in
The members of the Board shall constitute the members of the Baptist
There shall be a chief executive officer of the Region to be known as the
Executive Minister and such other professional staff as may be approved
by the Board for such ministries, tenure, and salaries as the Board shall
The Executive Minister shall be the principal administrative officer of the
Region and of the Board, under the jurisdiction of the Board.
The Executive Minister shall be an ex officio member of the Board
and of all committees, task groups and working teams and shall coordinate
The Executive Minister shall employ the office personnel, and,
with the approval of the Board, shall employ the other professional staff,
and shall supervise and coordinate their work.
The Executive Minister shall act as representative of the Region,
but shall commit the Region only as directed by the Region, its Board, its
Executive Committee or other authorized agents of the Region.
The annual meeting of the Region shall be held at a time and at a place as
the Board shall determine.
Presentation of written documents such as resolutions or statements of
concern may be presented from time to time during an annual meeting.
Such presentations shall be governed by guidelines set forth in the Bylaws.
The delegates may designate certain sessions or parts of sessions as
“Business Sessions” at each annual meeting. When such action has been
taken, no business, except announcements and routine business shall be
considered in any session not so designated, except by vote of two-thirds
of the delegates present.
A quorum for a business session of an annual meeting shall consist of one-
third of the delegates registered at the time the annual meeting is convened
providing that at least one delegate is registered from churches from each
of at least ten associations in the Region. Attendance or voting by proxy
shall not be permitted.
It shall be the duty of a nominating committee to nominate candidates at
the annual meeting of the Region for the offices to be filled. Additional
nominations from the floor shall be permitted before the election at the
The President, or the President’s absence the Vice-President, or in the
absence of both the immediate Past President, or in the absence of all
three, a person chosen by the Region, shall preside.
The Region shall receive, maintain and administer a fund or funds of real
or personal property, or both, and, subject to the restrictions and
limitations hereinafter set forth, to use and apply the whole or any part of
the income therefrom and the principal thereof exclusively to carry on and
implement the mission objectives of the Region as herein stated for its
religious purposes, either directly or by contributions to organizations that
qualify as exempt organizations under the Internal Revenue Code of 1954
and its Regulations as they now exist or as they may hereafter be
The fiscal year shall be the calendar year, January 1 – December 31.
A certified public accountant shall be retained by the Region to make an
annual examination of the financial accounts of the Region and to make a
report of the examination to the Board.
All persons having access to, or major responsibility for, the handling of
monies and securities of the Region shall be bonded.
Section 5 No Board member, Officer, employee of the Region, or other person shall
receive at any time any of the net earnings or pecuniary profit from the
operation of the Region, provided that this shall not prevent the payment
to any such persons of reasonable compensation for services rendered to
or for the Region in accordance with this Constitution, the Bylaws or
applicable law, and no such persons shall be entitled to share in the
distribution of any of the corporate assets upon the dissolution, liquidation
or winding up of the affairs of the Region.
No funds of the Region shall be loaned to any Board member,
Officer or employee of the Region, or to any other entity in which a
member of the Board or Officer holds a substantial financial interest,
except in the instance of housing loans for professional staff secured by a
real estate mortgage.
Auxiliary organizations shall be those recognized by the Board of
Regional Ministries. Although having the status of auxiliary organizations
related to the Region, they will promote their activities and programs in
the context of the total unified program of the Region. The Region will
give counsel to the auxiliary organizations in the promotion of the total
American Baptist mission in Ohio.
DISSOLUTION OF ORGANIZATION
Upon the dissolution of the Region or the winding up of its affairs, the
assets of the Region shall be distributed exclusively to its successor, if it
qualifies as an organization recognized under the provision of Section
501(c)(3) of the Internal Revenue Code of 1954 and its Regulations as
they now exist or they may hereafter be amended and, if not qualified,
then to ABC/USA or its successor as an organization recognized under the
provision of Section 501(c)(3) of the Internal Revenue Code of 1954 and
is Regulations as they now exist or may hereafter be amended.
The rules contained in the latest edition of Robert’s Rules of Order shall
govern the organization in all cases to which they are applicable and in
which they are not inconsistent with the Articles of incorporation of the
Region, this Constitution and any Bylaws which the Board may adopt.
The Region shall have the power to amend or alter the Constitution by a
vote of two-thirds of the quorum at an annual meeting, provided written
notice has been given at a previous meeting of such intention to alter or
amend, or such alteration or amendment is recommended by the Board
and a copy of the proposed alternation or amendment mailed to all
member churches and associations at least two months prior to the annual
10/19/2002 – Last Revision