Bylaws

4.04     Only those churches which are current Active Members shall be entitled to vote on Association matters.

4.05     Churches that have remained inactive for more than 2 years may be removed from LASBA and, if removed, must reapply in order to regain active membership.

Article 5 – New Members

5.01     Churches desiring admission into the fellowship of the Association shall make application for such affiliation in writing.

5.02     Upon receipt of such application, one or more representatives of the Association shall inquire as to the church’s incorporation and exempt status, its Bylaws, articles of faith, manner and nature of organization, understanding of the Gospel, and desire to participate in the shared vision of the Association. The representative(s) shall report his findings to the Executive Leadership Council.

5.03     Upon the recommendation of the Executive Leadership Council, election to membership shall be by a majority vote of those messengers present in an Associational Meeting.

5.04     A church seeking membership in the Association must be represented at the Associational Meeting during which a vote is taken on its application.

Article 6 – Officers

6.01     The corporate officers of the Association shall be a President, who shall serve as Moderator of all business meetings, a Vice-President, who may serve as Moderator in the absence of the Moderator, a Treasurer, who shall serve as Chief Financial Officer, a Secretary, who shall serve as Clerk of the Association), a Pastor-Strengthening Director, and a Church-Strengthening Director.

6.02     Only members of Active Member churches are qualified to serve as officers of the Association.

6.03     The Officers of the Association shall be elected annually during the Annual Meeting. Nominations for Officers of the Association shall be made from the floor at the Annual meeting. Those elected shall assume their duties at the beginning of the next calendar year.

6.04     An Officer shall be removed from office by any of the following methods:

A.    Vote of a majority of representatives present at an Associational Meeting.

B.    Failure of the church of which he is a member to qualify for active membership in the Association.

C.     The voluntary withdrawal of the church from cooperation with the work of the Association.

D.    Resignation.

E.     Death.

6.05     Vacancy in any office shall be filled by vote of a majority at an Associational Meeting or by a majority at a meeting of the Executive Leadership Council. A person elected to fill a vacant position shall serve only until the next Annual Meeting.

6.06     Duties and obligations of the President shall include:

A.    Serving as Moderator and presiding over Associational Meetings and as chairman of the Executive Leadership Council.

B.    Calling special Associational Meetings as needed.

C.     Serving as ex-officio member of any deliberating committee of the Association.

D.    Representing the Association in local and denominational events as requested.

6.07     Duties and obligations of the Vice President shall include:

A.    Moderating meetings of the Associational in the absence of the Moderator.

B.    Assuming the office of President should it be vacated.

6.08     Duties and obligations of the Treasurer shall include:

A.    Making regular financial reports to the Association.

B.    Appointing a committee to help fulfil the duties of the Treasurer as needed, unless one is elected at the Annual Meeting.

6.09     Duties and obligations of the Secretary shall include:

A.    Preparing reports and materials for meetings of the Association.

B.    Keeping accurate records of Associational and ELC meetings.

C.     Distributing Associational materials, including minutes for review at meetings, within a reasonable time before or after an Association meeting.

D.    Presenting a written summary of the actions of the Association over the preceding year during the Annual Meeting.

E.     Transferring all materials in his possession whenever a successor to the office of Secretary is elected.

6.10     Duties and obligations of the Pastor-Strengthening Director shall include:

A.    Coordinating events and resources aimed at providing encouragement, support, and edification of pastors and church leaders.

B.    Appointing committees, as needed, to assist in fulfilling the duties of the director.

6.11     Duties and obligations of the Church-Strengthening Director shall include:

A.    Coordinating events and resources aimed at providing encouragement, support, and edification of churches and their supporting ministries.

B.    Appoint committees, as needed, to help in fulfilling the duties of the director.

Article 7 –Meetings

7.01     LASBA shall hold one regular Associational Meeting every calendar quarter of the year. The regular meeting in the fourth quarter shall be the Annual Meeting.

7.02     Special Business Meetings may be called at any time by the President of the Association, a majority of the Executive Leadership Council, or upon the written request of fifteen (15) members of four (4) or more Active Member churches.

A.    A minimum of fourteen (14) days advance written notice of the day and time of any Special Business Meeting, together with a statement of the item to be considered, shall be delivered by First Class Mail, email, or facsimile to all member churches.

B.    No business other than that which has been noticed shall be considered at any Special Business Meeting.

7.03     Only representatives of Active Member churches shall be entitled to vote on items of business.

7.04     All Associational Meetings shall be announced at least seven (7) days prior to the meeting with a proposed agenda.

7.05     The quorum for the transaction of business at any Associational Meeting shall be a minimum of ten (10) messengers from four (4) or more Active Member churches.

7.05     The most recent edition of Robert’s Rules of Order Newly Revised shall serve as the guide in parliamentary procedure for all Associational and Executive Leadership Council Meetings.

Article 8 – Executive Leadership Council

8.01     The officers named in Article 6 shall be the Executive Leadership Council and shall serve as the Board of Directors and Trustees of the Corporation, and as the representatives of the Association for the conduct of necessary business between each quarterly Business Meeting.

8.02     The Council shall meet quarterly or as determined by its members according to necessity.

8.03     The Council shall

A.    Carry out any directives approved at any Associational Meeting and

B.    Make recommendations to the Association as needed.

8.04     The Council shall also be responsible for

A.    Leading the Association to fulfill the LASBA’s mission and vision statements.

B.    Overseeing the Association’s resources.

C.     Presenting the annual budget for approval at the Annual Meeting.

D.    Maintaining the Annual Calendar of events.

8.05     Any action concerning LASBA’s property or resources more than ten thousand dollars ($10,000+) above the annual budget shall rest with the messengers present at an Associational or Special Business Meeting.

8.06     The Council has the authority to form, manage, and dissolve any additional committee(s) not referenced elsewhere in these bylaws.

8.07     The Council has the authority to manage, oversee, hire, and terminate staff as needed for the advancement of LASBA’s mission and vision. Each staff members’ qualifications and scope of responsibility shall be maintained in written form in the Policies & Procedures Manual.

Article 9 – Committees

9.01     The Association or the Executive Leadership Council may create committees for any purpose and appoint or remove any committee member who fails to perform his duties, or who fails to abide by Christian standards of conduct and service.

A.    All committee member shall maintain membership in their respective churches, which churches shall be Active Members of the Association

B.    In the event a committee member or his church fails to qualify as stated in section 9.01 A., he shall automatically be removed from his committee appointment.

9.03     The President, at his option, may be an ex-officio member of all committees of the Association. He may not delegate this role to any other person.

9.04     No committee shall expend any funds of the Association, or obligate the Association in any way to any other person, without the express consent of the Executive Leadership Council, except as may be authorized in the Annual Budget or by action of the representatives of the Active Member churches in a Regular or Special Business Meeting.

Article 10 – Ecclesiastical Authority

10.01  This Association has no ecclesiastical authority whatsoever over any church, nor shall it interfere in any way with the business of any church or with the exercise of its functions as an ecclesiastical body. The Association will always cheerfully recognize and uphold the autonomy of the churches.

10.02  The Association is prepared to assist its Member churches as a mediator of internal disputes, or as called upon by its Member churches or their individual members to assist in matters of governance or business.

10.03  While this Association does not exert any ecclesiastical authority over the churches and their members, its Member churches reserve the right to withdraw the hand of fellowship from any church which shall become corrupt in faith or practice, or shall demonstrate a continued disinterest in the cooperative endeavors of the Association.

Article 11 – Association-Owned Properties

11.01  The Association may own and operate property for the following purposes:

A.    Associational Office to provide for Associational staff offices, meeting areas, and educational facilities.

B.    Property whose title is held by the Association on behalf of a member church. This shall be with the intent of securing the property for the church.

C.     Investment or business property given to the Association for the purpose of providing income for the Association.

D.    To prevent the real and business property of any Member Church which might otherwise be lost to Southern Baptist life, when provided for in that church’s Bylaws, or by action of its Board of Directors or Members not in conflict with its Bylaws.

1.     Any income derived from the holding of such property shall only be used as an offset against the Association’s direct expense of maintaining the property.

2.     Excess funds accumulated shall be held in reserve and handed to a successor Southern Baptist church upon taking legal ownership of the property.

11.02  The Executive Leadership Council shall have emergency authority to expend cash resources, according to its financial capability, in order to preserve a Southern Baptist church property for Southern Baptist life and work.

A.    The Council may authorize incurring up to $30,000 in mortgage-secured debt for this purpose. Debt in excess of $30,000 may be authorized by a minimum two-thirds (2/3) majority of representative of Active Member churches in a Regular or Special Business Meeting.

B.    The Council may expend up to $5,000 of its cash resources for this purpose. Expenditures above $5,000 shall require a majority vote of the representatives of Active Member churches in a Regular or Special Business meeting

11.03  The goal in regard to church properties shall be to restore these properties into Southern Baptist work whenever feasible.

A.    The Council shall negotiate pricing and terms which are favorable in order to maintain a Southern Baptist work at the property.

B.    The Council shall be responsible for assessing any potential buyers of a property, which shall include the history of the potential buyer-congregation, its leadership, its financial capability, and its denominational loyalty.

C.     The Council shall inform the representatives of the Active Member churches of the Association of the proposed terms and conditions of any property sale, including pricing, sales-related agreements, or other covenants relative to liquidating the property. A majority vote of the representative of the Active Member churches of the Association at a Regular or Special Business meeting shall be required for final approval on all such matters.

11.04  The Council, in consultation with competent legal counsel, shall have authority to execute rental contracts for income-producing property and church property which must necessarily be rented until a buyer is found.

Article 12 – Amendments

12.01  Amendments to these bylaws must be discussed in at least two Associational or Special Business meetings before being officially adopted. The vote to adopt said amendments may occur at the second meeting.

12.02  Amendments to the bylaws shall follow the following procedure:

A.    An initial motion shall be made at an Associational or Special Business Meeting. This motion shall introduce the proposed amendment and request a review and recommendation from the Executive Leadership Council.

B.    A majority of the representatives present at the initial meeting must vote either in affirmation of the merits of the proposed amendment or in agreement to receive a review and recommendation from the Executive Leadership Council.

C.     After the initial motion is made to introduce a proposed amendment, the Executive Leadership Council shall meet to review the merits and drawbacks of the proposed amendment, determine proper wording, and form a recommendation to adopt or reject the amendment.

D.    The proposed amendment must be communicated in writing to the Active Member Churches at least two weeks prior to a meeting in which the proposed amendment shall be brought before the representatives for a final decision and vote.

E.     If the Executive Leadership Council fails to provide a formal recommendation within 9 months of when the amendment was initially introduced and assigned for review, a motion may be made from the floor in any Associational or Special Business Meeting to adopt the amendment.

F.     A two-thirds vote of the messengers present at an Associational or Special Business Meeting must give final approval for any amendment to these bylaws.

G.    Changes in the bylaws come into effect at the adjournment of the meeting in which they are officially approved.

Article 13 – Dissolution

13.01  The Executive Leadership Council shall present to the Association messengers the reasons and recommendation for the dissolution of the Association during any Regular or Special Business meeting.

13.02  A vote to dissolve the Association shall require a two-thirds majority vote from the representative of the Active Member-churches present during a Regular or Special Business Meeting.

13.03  Upon dissolution, all properties and assets of the Association, both real and personal, shall be distributed, given, or transferred to an entity, or distributed among various entities, associated with the Southern Baptist Convention, with the prior written approval of the Attorney General of California.

13.04  Sections 13.01, 13.02, and 13.03 are held to be irrevocable for the purpose of preserving the founders’ intent for this Association, its ministries, and all of its assets and properties to remain in Southern Baptist life.

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