CenLa Association

1. NAME

The name of the corporation shall be CenLa Baptist Association, Inc.

2. PURPOSE

A. The stated purpose of this Corporation shall be to assist the member churches in fulfilling the Great Commission, in conducting mission activities, encouraging Christian education, being stewards of any and all resources remanded to the Association, in developing fellowship within the Association and between member churches, by conducting benevolent ministries and in cooperating with the Louisiana Baptist Convention and the Southern Baptist Convention.

B. As an incident to said purpose, this corporation shall have the authority to purchase, sell, receive and otherwise acquire real and personal property for the establishment of such new churches and missions and to assist such churches and the Association in acquiring real and personal property for the establishment of new churches and missions. As an incident to and to assist the Corporation in its stated purpose, the Corporation shall have the authority to borrow money and to issue its promissory notes, bonds or other evidence of debt and to secure the same by mortgage or pledge of any and all species of property owned by the Corporation, real, personal or mixed. This Corporation shall have the further authority to do and perform any act needed and required to carry out it’s stated purpose and to engage in any lawful activity not expressly forbidden herein, the enumeration for such purpose is merely illustrative and not intended to act as a limitation upon any activity in which the corporation may wish to engage.
3. A NON-PROFIT CORPORATION

This is a non-profit Corporation as defined by R.S. 12:101 (H) organized on non-stock basis for religious purposes.
4. REGISTERED OFFICE

The location of the registered office of the Corporation is 1250 MacArthur Drive, Alexandria, Louisiana, 71303.
5. REGISTERED AGENTS

The name and address of the registered agent is, Daryl R. Stagg, 1250 Mac Arthur Drive, Alexandria, 71303, the duly elected Director of Missions of the CenLa Baptist Association, Inc.

6. BASIS OF MEMBERSHIP

(1) This Corporation is organized on a church membership basis, the membership hereof shall consist of the duly elected and registered messengers of the Baptist Churches affiliated with the CenLa Baptist Association, Inc. A church desiring to enter into fellowship and cooperation with this Association may be received after presentation of a petitionary letter presented to the messengers and upon recommendation of the Administrative Team after an interview and investigation of the said church. This work is to be completed at least thirty (30) days prior to the Annual Meeting of the CenLa Baptist Association, Inc.
(2) Every church shall be entitled to two (2) messengers for the first fifty (50) members and one additional messenger for each twenty-five (25) members up to a maximum of fifteen (15) messengers from any one church.
(3) For any member church to remain in good standing with the Association it must contribute a bone-fide financial gift each and every year to the Association. A church shall also be responsible to give the Association an annual letter of report to remain a church in good standing and cooperation with the Association.
(4) If a church does not contribute and/or report to the Association for a period of three (3) years it shall be automatically, and by its own decision, be excluded from the membership in the Association.

7. INTEREST NON-TRANSFERABLE

The interest of any person or church in this Corporation who shall cease to be a member hereof shall revert to and become vested in the Corporation.

8. ANNUAL MEETING

The meetings of the membership of the Corporation shall be held in conjunction with the annual meetings of the CenLa Baptist Association, Inc. The Association shall meet in October of each year, and this meeting shall constitute the annual meeting of the CenLa Baptist Association, Inc.

9. QUORUM

The membership present at any regular or special called meetings of the CenLa Baptist Association, Inc. shall constitute a quorum for all purposes.

10. CONDUCTING BUSINESS

The messengers from the churches, after their seating in the Annual Meeting or a called meeting of the CenLa Baptist Association, Inc. shall be authorized to conduct business for the Corporation. During the Business Sessions the Association shall use the Robert’s Rules of Order, Latest Edition, for guiding the deliberations of the Association and it’s parliamentary procedure.

11. ELECTION OF OFFICERS

At the Annual Meeting of the CenLa Baptist Association, Inc. the following officers shall
be nominated by the Nominating Committee, and elected to serve for two years:
(1) Moderator, who shall serve as the chairman of the Executive Board and president of the Corporation;
(2) Vice-Moderator, who shall serve as vice-chairman of the Executive Board and vice-president of the Corporation;
(3) Clerk, who shall serve as Secretary of the Executive Board and the Corporation;
(4) Treasurer, who shall serve as Treasurer of the Executive Board and the Corporation;
(5) All officers of the Association/Corporation shall be elected from the member churches of the Association;
12. EXECUTIVE BOARD

The Executive Board of the CenLa Baptist Association, Inc. normally shall be composed of the pastor of each church affiliated with the Association, and one lay person from each church, selected by said church. In addition the officers of the Association, elected by the Messengers at the Annual Meeting of the Association, shall serve as the officers of the Executive Board.
The names and addresses and terms of officers of the first Executive Board are attached as Exhibit A of this Constitution and Articles of Incorporation.
The CenLa Executive Board shall meet semi-annually in March in the northern part of the Association, and in September in the southern part.
In addition to the Executive Board, the Association shall have an Administrative Team made up of the Moderator, Vice-Moderator, Clerk, Treasurer and additional members as needed.

13. TERMS OF THE OFFICERS

The terms of the office of the Moderator and Vice-moderator of the Association shall be two years and they shall be ineligible to succeed themselves in office for another term. The term of office of the Clerk and Treasurer shall be for two years and they are eligible for re-election.

14. TERMS OF OFFICE ON THE EXECUTIVE BOARD

The terms of office of the members of the Executive Board shall be one year, and shall be eligible to succeed themselves.

15. VACANCIES ON THE EXECUTIVE BOARD

The office of any member of the Executive Board may be declared vacant by the remaining members of the Executive Board upon the death of a member, upon his resignation, or if he shall for any reason cease to be a member of a cooperating Baptist church constituent of the Association, or upon removal of domicile from the area of the Association or for any valid reason deemed necessary by the members of the Executive Board.
Vacancies on the Executive Board between annual meetings of the Association shall be filled by the Article 12 of this Constitution.

16. REMOVAL OF EXECUTIVE BOARD MEMBERS OR OFFICERS

Any member of the Executive Board or Officer of the Association/Executive Board may be removed at any annual meeting of the Association on the recommendation of the Executive Board by majority vote of the voting messengers attending such meeting.

17. CALL AND NOTICE OF MEETINGS

Special meetings of the membership of the CenLa Baptist Association, Inc. may be called by the Moderator on the affirmative vote of the Executive Board. The official call for the special meetings shall be issued by the Moderator, in his absence, by the Vice-moderator or in the absence of both the Moderator and Vice-moderator by the Clerk or by any three (3) members of the Executive Board. Notice of all regular and special meetings of the Association and/or the Executive Board and the purpose for such meeting shall be given in writing through the U.S. Mail and/or by email posted at least fourteen (14) days prior to such meetings.

18. AMENDMENT OF THE ARTICLES OF INCORPORATION/CONSTITUTION

The Articles/Constitution may be voted for amendment by the Association at any annual meeting, after notice to amend the Articles/Constitution together with the proposed amendment has been mailed or emailed to the constituent churches at least thirty (30) days immediately preceding the annual meeting and upon a two-thirds (2/3) vote of the messengers in attendance.

19. INCORPORATORS

The incorporators of the Corporation shall be those persons elected as officers of the Corporation/Association specified in Article 11 of this document.

20. PERSONAL LIABILITY

No member or officer of this Corporation shall be held personally responsible or liable for any debts or obligations of this Corporation.
21. BY-LAWS

The Executive Board of this Association/Corporation shall have the authority to adopt By-Laws necessary to the management of the affairs of the Corporation, including but not limited to By-Laws fixing the manner and means of notice to members and Officers of meetings, time, purpose, and place. The adopted By-Laws may be amended or changed at any regular meeting of the Executive Board by a majority of the members present.

22. DISTRIBUTION OF ASSETS UPON DISSOLUTION

Upon the dissolution of the Corporation, the Corporation shall, after paying or making provisions for the payment of all of the liabilities of the Corporation, dispose of all remaining assets of the Corporation exclusively for the purposes of the Corporation in such manner, or to such organization(s) organized and operating exclusively for charitable, educational, religious or scientific purposes as shall at the time qualify as an exempt organization(s) under Section 501,c, (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Laws), as the Corporation shall determine before its dissolution. Any assets not so disposed of shall be disposed by a court of competent jurisdiction of Rapides Parish in which the principal office of the Corporation shall be domiciled, exclusively for such purposes or to such organizations as said Court shall determine, which are organized and operated exclusively for such purposes.