[CONTENTS]

EXECUTIVE BOARD OF THE GENERAL SYNOD

Membership:

Ex-officio: Immediate Past Five Moderators, Moderator, Vice-Moderator, Moderator-Elect, Vice-Moderator-Elect, Principal Clerk, Treasurer of Synod (Synod 2003).

Presbytery Representatives: One elected elder from each presbytery, alternating teaching and ruling elders or in the event of the absence of the elected elder a teaching or ruling elder elected by the Presbytery to serve in his absence. (NOTE: The "substitute" should be elected on an annual basis for service in the church year (July -June 30) and should hold the same office as the elected elder.) (1998 Minutes of Synod, p. 69)

Advisory: Administrative Officer, Coordinator, Historian, Parlia-mentarian, President of ARP Women's Ministries, Chairmen of the Boards of the General Synod, and Chief Administrative Officers of those boards. These Chairmen and Chief Administrative Officers shall be invited to attend all meetings and shall be expected to attend when specifically requested by the Moderator. (Synod, 1995), (Synod 2003), (Synod 2004).

Note: The membership of the Executive Board of the General Synod will also serve as the membership of the board of the corporate legal entity. General Synod of the Associate Reformed Presbyterian Church, Inc. (the Corporation). (2004 Minutes of Synod, p. 507)
Terms of Service: Terms of Service are determined by the office to which elected. Presbytery Representatives shall be elected for four year terms. In the event an ex-officio member should change his denominational affiliation, his term of service shall cease at the time of such change. In the event that a Presbytery Representative changes his affiliation from the presbytery from which he was elected, his term of service shall cease and the teaching or ruling elder elected by the presbytery to serve in the absence of the presbytery representative shall serve until a successor is elected at the next meeting of the General Synod. (1998 Minutes of Synod, p. 70)
Stated Meetings: Two meetings shall be scheduled on an annual basis. The Fall meeting may be cancelled at the discretion of the Moderator, or may be called as a telephone conference call. Other meetings may be held at the call of the Moderator provided, however, that members shall be advised of a called meeting so as to receive notice of such meeting at least five (5) days before such meeting. At any such called meeting at which every member shall be present business other than that listed in the call may also be transacted.
Organization: Officers: Chairman (Moderator); Vice-Chairman (Vice-Moderator); Secretary (Principal Clerk).
Committees: Committee on Administration
Committee on Oversight of Coordinator (Membership shall be Moderator, Moderator-Elect, and the two immediate past Moderators. Chaired by the Immediate Past Moderator (Synod, 1995)
Committee To Plan Meeting of Synod
Committee to Plan Yearly Emphases
Administrative Officer: Director of Administrative Services
Authority:

The Executive Board of the General Synod is the agency empowered to carry out the work of the General Synod in the interim period between meetings of Synod, and is the agency responsible for presenting to the General Synod organizational and administration changes to enhance the capability of the General Synod to fulfill its primary responsibility (Form of Government, Chapter XIII,B.1). Further, it is responsible for the Associate Reformed Presbyterian Center, the Office of Administrative Services, and the promotional work of the General Synod. When the Executive Board acts in an emergency case on behalf of Synod, only those eligible to vote at the meeting of Synod shall be entitled to vote. The Executive Board has no authority to over-ride or act on any Presbytery matters. (Synod, 1995)

The corporate powers, business, property, and affairs of the Corporation shall be entrusted to and managed by the membership of the Executive Board when constituted as General Synod of the Associate Reformed Presbyterian Church, Inc.. (2004 Minutes of Synod, p. 507)

In the exercise of its authority the Executive Board shall comply with the Standards of the Associate Reformed Presbyterian Church, and its policies and programs shall be consistent with the purpose of the General Synod.

Duties:

1. To act on behalf of Synod in emergency situations.
2. To implement all directives of Synod not specifically assigned to another board or committee.
3. To coordinate the total work of the General Synod.
4. To supervise the Office of Administrative Services and, through it, to provide administrative support for all boards, committees, and operating agencies of the General Synod.
5. To promote the work of General Synod.
6. To plan and arrange for the annual meeting of the General Synod and to encourage attendance with a pastoral letter from the Incoming Moderator to those churches that did not send a Ruling Elder to the previous meeting. This letter should be sent no later than January each year. (Synod 2002).
7. To approve a denominational theme and monthly emphases for the year of service of the incoming Moderator (July-June) according to the "Guidelines for the Committee To Plan Yearly Emphases." (2004 Minutes of Synod, p. 510)
8. To prepare and recommend to Synod each year a budget for the work of the Executive Board.
9. To make an annual report to Synod.
10. To appoint such administrators as are necessary for the work of the Executive Board.
11. In an advisory capacity to:

a. Provide continuity in the leadership of the denomination.
b. Suggest denominational policies, goals, and organizational structure. (Synod 1995)
c. Facilitate the implementation of Synod's goals and directives by the boards and agencies of the General Synod.
d. Promote harmonious relations between boards and agencies of the General Synod.

12. To provide oversight for the position of "Coordinator." (See Position Description.)
13. To represent the General Synod in the process of selecting and employing the Chaplain of Erskine College by appointing 2 former Moderators presently serving on the Executive Board to serve on the Committee to Employ The Chaplain. (See Minutes of Synod, 1988, page 550, Minutes of Synod, 1993, Report of Committee of Moderators.)
14. When constituted as the board of the Corporation, to manage the business and affairs of the Corporation. (2004 Minutes of Synod, p. 507)
15. To determine the suitability of any translations of the Standards previously authorized by the General Synod and prepared in accordance with the procedures approved by the General Synod. (2004 Minutes of Synod, p. 397)

Guidelines for Committee to Plan Yearly Emphases
(As Approved by the 2006 General Synod)

On an annual basis, the Moderator-Elect is extended the privilege of developing a theme for emphasis during his term of service as Moderator. The theme will be used as the basis for worship at the meeting of the General Synod and monthly emphases shall be prepared for the months of July through June of the following year. The theme shall be consistent with the "Theme for the Decade" as approved by the General Synod.

1. The membership of the annual special committee to plan and implement the emphases shall include appointees from each presbytery at least once in every two years and a representative appointed by the President of ARP Women's Ministries.
2. The Committee will be appointed by the Moderator-Elect, who will serve as Chairman.
3. Planning will be "zero based;" that is, at no point will it be assumed that the last year's planning will become the model for the next year's.
4. Planning will be done so that the monthly emphases grow, not from the subdivision of Synod's agencies, but from the consideration of the annual theme and the needs of the congregations.
5. The Committee will be charged with the responsibility for coordinating the emphases, drawing together the entire program for the year, and seeing that individual monthly emphases are effectively presented throughout the denomination.
6. The Committee will be provided with adequate budget support to finance the presentation of these emphases.
7. The Committee shall work closely with Synod's agencies in promoting the monthly emphases; that is, at any point that the emphasis parallels the responsibilities of one of Synod's agencies, the Committee will work closely with that agency in its promotion. Wherever applicable, members of Synod's boards and committees should be encouraged to present the emphases in their own geographical areas.
8. The Committee is encouraged to seek reports from the congregations on how the monthly emphases are presented and on areas in which they need assistance.

The Committee to Plan Synod's Emphases shall submit a report to the Executive Board for review. The emphases shall be submitted with the report of the Executive Board to the General Synod.

Guidelines for Translations of Standards of the Associate Reformed Presbyterian Church
As Approved by the 2005 General Synod

1. The translation of the Standards is to be encouraged.
2. The integrity of the translation must be assured.
3. The translation may not be a private undertaking by an individual.
4. The translation must be a team effort led by an ARP Church-approved fully-bilingual individual.
5. General Synod reserves the right to authorize (or otherwise) a translation.
6. The Executive Board of Synod is charged with the responsibility of determining the suitability of the translators.
7. The ARP Church reserves the right to publish or not to publish a translation.
8. Authorized translations will be copyrighted and bear the imprimatur (official seal) of the ARP Church.

COORDINATOR

Position Description: A part-time professional position to coordinate the work of all Synod's boards and standing committees and advise and encourage (supervise) all administrators (agency directors) in their appointed responsibilities.

A. The title of this position shall be "Coordinator."

B. The Coordinator shall report to the Executive Board.

C. Although coordination with the Erskine College Board will proceed, the administration of Erskine will not report to the Coordinator.

D. The Coordinator will perform as a consultant, with compensation determined by the Executive Board.

E. Agency directors at the ARP Center and Bonclarken shall cooperate with the Coordinator who shall be charged to assist all boards and committees in the pursuit of tasks assigned to them by the Synod. The Coordinator shall not initiate any programs. (2004 Minutes of Synod, p. 509)

F. The Coordinator's responsibilities shall include:

1. Serving as an advisory member of all boards and committees, and coordinating the statement of work assigned to the agency director by the Board.

2. Recommending to the boards any action concerning their assigned administrators for the board's approval.

3. Serving as a member of the search committee for hiring new or replacement administrators. The board shall appoint the search committee with at least three (3) members coming from the membership of the board. (2004 Minutes of Synod, p. 509)

4. Evaluating the effectiveness of the organizational structure and administrative practices of the General Synod for presentation to the Executive Board. (Synod, 1995)

G. The Coordinator shall be nominated by the Executive Board for Synod approval.

H. The Coordinator shall serve under a one-year contract which can be renewed by the Executive Board for three additional one-year terms. With Synod's approval each year, the contract can be renewed for four additional one-year terms, for a maximum service of eight years.

I. The Executive Board shall consult individually with administrators and board chairmen on the Coordinator's performance before contract renewal.

J. The Coordinator does not set policy but encourages efforts of boards and employees for maximum efficiency.

K. Characteristics for the Coordinator must include:

1. An active Christian with a strong love for the Lord and a desire to serve Him. (This is Foundational.)

2. A member of an ARP Church or ARP Presbytery, or willing to become a member in all good faith, and one who affirms the Standards of the ARP Church. (1999 Minutes of Synod, p. 378)

3. Established track record of helping people to grow and develop.

Desirable characteristics for the Coordinator include:

1. Sustained success as a general manager of a multi-functional organization at multiple locations.

2. Financially able to withdraw from present management activity to accept this part-time position.

3. In good health and willing and able to travel.

BY-LAWS
OF
GENERAL SYNOD
OF THE
ASSOCIATE REFORMED PRESBYTERIAN CHURCH, INC.
As Amended March 23, 2006

PREFACE

"General Synod of the Associate Reformed Presbyterian Church" is both the name of the highest ecclesiastical court of the Associate Reformed Presbyterian Church and the name of the legal entity for which these bylaws are written. However, these by-laws pertain only to the legal entity described herein.

ARTICLE I
Name and Purpose

Section 1. NAME AND DESIGNATED OFFICE. The name of the legal entity shall be "General Synod of the Associate Reformed Presbyterian Church, Inc." (the "Corporation"), with principal offices at the Associate Reformed Presbyterian Center, One Cleveland Street, Greenville, South Carolina, or at such other location as may, from time to time, be decided upon by the highest court of the Associate Reformed Presbyterian Church (the "Court").

Section 2. PURPOSE. The purposes of the Corporation are to:

(a) receive and hold in trust for the Associate Reformed Presbyterian Church financial resources and properties contributed, devised and bequeathed to the Corporation for current and future use;

(b) exercise prudent rules of investment of current resources;

(c) provide, on an annual basis for an independent auditor's report on the expendable and nonexpendable funds of the Associate Reformed Presbyterian Church;

(d) serve as the primary legal entity of the Associate Reformed Presbyterian Church; and

(e) perform any other purposes which the Court may determine serves the overall interests of the Corporation.

As the primary legal entity of the Associate Reformed Presbyterian Church, the Corporation shall hold title to various real or other properties that serve the Associate Reformed Presbyterian Church, excluding properties of congregations and presbyteries and individual boards and agencies of the Court unless requested by individual boards and agencies. In the event of a division of the Associate Reformed Presbyterian Church, the property held by the Corporation shall be held for the use and benefit of and shall be the property of the major governing body of that branch which shall retain the name the "Associate Reformed Presbyterian Church." The use of such property shall be in furtherance of the doctrine of the Associate Reformed Presbyterian Church as set forth in the "Standards of the Associate Reformed Presbyterian Church."

ARTICLE II
The Board

Section 1. GENERAL STRUCTURE OF THE BOARD. The corporate powers, business, property, and affairs of the Corporation shall be entrusted to and managed by the Board of Directors of the Corporation (the "Board"). Members of the Board need not be residents of the State of South Carolina. The members of the Board shall be those five persons who are serving at the Court's Moderator, Moderator-Elect, Principal Clerk, Treasurer, and the Chairman of the Board of Stewardship. The term of each board member shall be one year.

The Court's Coordinator and the Director of Administrative Services shall serve as advisory members of the Board.

Section 2. MEETINGS.

(a) The Board shall meet at least one (1) time annually which meeting may take place via telephonic conference call or other similar arrangement wherein each Member of the Board can hear and be heard simultaneously with other Members;

(b) The Board shall meet on the call of the chairman or secretary or any two voting members; and

(c) Members shall be advised of a called meeting by telephone, telegraph, mail, or electronic communication so as to receive notice of such meeting at least five (5) days before such meeting but such notice may be waived by any member. At any called meeting at which every member shall be present any business other than that listed in the call may also be transacted. Telephonic conference call meetings may be held when necessary; however, an affirmative vote of a majority of the members of the Board will be required for approval of action in a telephone meeting.

Section 3. QUORUM.

(a) A majority of the voting members of the Board shall constitute a quorum for the transaction of the business of the Corporation; and

(b) If at any meeting there is less than a quorum present, a majority of those present may adjourn the meeting from time to time without notice in order to secure a quorum.

Section 4. COMPENSATION. Members of the Board shall not receive compensation for their attendance at the meetings, but shall be reimbursed for normal and reasonable travel expenses.

ARTICLE III
Officers

Section 1. OFFICERS. The officers of the Corporation (the "Officers") shall be a Chairman who shall be the Moderator of the Court; a Vice-Chairman, who shall be the Moderator-Elect of the Court; a Secretary, who shall be the Principal Clerk of the Court; and a Treasurer, who shall be the Treasurer of the Court.

Section 2. CHAIRMAN. The Chairman shall preside at all meetings of the Board and perform such other duties as are usually incumbent upon and incident to this position and such other duties as may be assigned to the Chairman from time to time by the Board. In the absence of the Chairman, the Vice-Chairman shall perform the duties of the Chairman.

Section 3. BONDS. The Board may require some or all officers and employees having control of or access to monies or securities of the Corporation to give bond to the Corporation with corporate surety conditioned upon the honesty of such officers and employees, in such amounts as may be deemed necessary and containing such other conditions as may be required from time to time by the Board. The premium of such surety bonds shall be paid by the Corporation.

Section 4. ADMINISTRATIVE OFFICER. The Board may employ or appoint an administrative officer. Such administrative officer shall not be a voting member of the Board and his duties shall be the duties usual to such positions and such other and further duties as may be prescribed from time to time by the Board.

ARTICLE IV
Committees

The Chairman shall have the power to appoint such committees as may be necessary for the efficient conduct of the business of the Board; provided that the Board shall at all times have power to modify, add to, take from or otherwise change and alter the duties and functions of any such committee.

ARTICLE V
Miscellaneous

Section 1. FISCAL YEAR. The fiscal year of the corporation shall begin on the first day of January and terminate on the 31st day of December of each year.

Section 2. CONVEYANCES. All conveyances of real property, releases of mortgages, liens and judgments, and all other instruments affecting real property, made by the Corporation or required by law to be a matter of record, shall be executed by the Chairman or Vice-Chairman and attested by the Secretary or Treasurer.

Section 3. CORPORATE SEAL. The Corporation shall have and use a corporate seal. Said seal shall have inscribed thereon "General Synod of The Associate Reformed Presbyterian Church, Corporate Seal 1913, South Carolina." Changes to such seal shall be made only by Board Resolution.

Section 4. ANNUAL REPORT. All actions of the Board shall be included in the annual report of the Executive Board of Synod to the Court.

ARTICLE VI
Amendments

Section 1. AMENDMENTS TO CHARTER. The Charter of the Corporation may be amended in accordance with the laws of the State of South Carolina by the affirmative vote of a two-thirds vote of the Board. No amendment to this Charter in conflict with any standing rule or action of the Court shall be adopted and all amendments must be reported to the Court for review.

Section 2. AMENDMENTS TO BY-LAWS. These By-Laws may be amended by the affirmative vote of a majority of the voting members present at a meeting of the Executive Board of the General Synod. No amendment to these by-laws in conflict with any standing rule or action of the Court shall be adopted and all amendments must be reported to the Court for review.

Revised 2006