BOARD OF THE ASSOCIATE REFORMED PRESBYTERIAN
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| Membership: | At Large: Nine members. At least two shall be women; two shall be ruling elders; two shall be teaching elders, three shall have skills or experience in publishing. Ex-officio: Representative from ARP Women's Ministries. Advisory: Editor of The Associate Reformed Presbyterian, Moderator of Synod, Moderator-Elect of Synod, Coordinator of the General Synod. |
| Terms of Service: |
At Large: Six years. |
| Stated Meetings: | Semi-annual. |
| Organization: |
Officers: Chairman, Vice-Chairman, Secretary, Treasurer . |
| Authority: |
The Board of The Associate Reformed Presbyterian shall have responsibility for the publication of a denominational magazine known as The Associate Reformed Presbyterian. In the exercise of its authority, the 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. (Synod 1995, 2000 Minutes of Synod, p. 706) |
| Duties: |
1. To oversee the publication of The Associate Reformed Presbyterian and other board-authorized publications. |
ARTICLE I - NAME
The name of the Corporation shall be The Associate Reformed Presbyterian, Inc.
ARTICLE II - PURPOSE
The Christian purpose of the Corporation is to publish a magazine, The Associate Reformed Presbyterian, on a nonprofit basis, which is dedicated to the concerns of the Associate Reformed Presbyterian Church, and which reflects the programs and emphases of all arms of the denomination and provides its readers with a unified publication in which the work of the boards, agencies, auxiliaries, institutions and committees of the denomination will be represented in relationship to the overall denominational mission to the service of God.
ARTICLE III - BOARD OF DIRECTORS
1. Composition of the Board - The Board of Directors shall consist of ten (10) members appointed as follows:
Nine (9) at-large members appointed by the General Synod of the Associate Reformed Presbyterian Church,
a. at least two shall be women
b. at least two shall be ruling elders
c. at least two shall be teaching elders
d. at least three shall have skills or experience in some aspect of publishing
One (1) ex officio member from the Associate Reformed Presbyterian Women's Ministries.
Advisory members will be the editor of The Associate Reformed Presbyterian, the Moderator of the General Synod, the Moderator-Elect of the General Synod and the Coordinator of the General Synod.
2. Terms of Office - The term of office for each at-large member shall be six (6) years. The length of service of ex officio and advisory members shall be determined by the appointing board or the office which they hold. At-large members shall not serve consecutive terms but must retire for one (1) year before becoming eligible for reappointment, except in those cases where they have filled an unexpired term of two (2) years or less. Terms of office will begin July 1 of the year the appointment is made. Rotation of the Board will follow the schedule of the General Synod of the Associate Reformed Presbyterian Church.
3. Vacancies - When a vacancy occurs on the Board of Directors, Synod's Committee on Nominations will be requested to recommend a replacement to the General Synod. Members who miss two (2) consecutive meetings of the Board, except for extenuating circumstances, shall be asked to resign from the Board.
4. Meetings - The Board of Directors shall meet at least semiannually on such dates as may be fixed by the Board. Special meetings of the Board may be held upon the call of the Chairman or upon the written request of three (3) Board members. The call for a special meeting shall be in writing directed to the other members and shall be issued at least one (1) week prior to the meeting and the purpose of the meeting shall be stated in the call. No business may be discussed at any special meeting unless that business has been described in general terms in the notice of the meeting.
5. Quorum and Vote - Five (5) members shall constitute a quorum and only members present may vote. In the presence of a quorum, the vote of the majority shall decide all questions. At-large members and ex officio members shall have all rights associated with Board membership. Advisory members shall have the rights of seat and voice.
6. Committees - The Board of Directors shall have the power to authorize such committees as it shall determine in its discretion and delegate to them such powers and duties as it shall deem advisable.
ARTICLE IV - Officers
1. The officers of the Corporation shall consist of a Chairman of the Board, a Vice Chairman, a Secretary and a Treasurer.
2. The Chairman and Vice Chairman - These officers shall be chosen from the Board of Directors. The Chairman shall preside at all meetings of the Board and shall have general charge and control of the affairs of the Corporation, subject to the Board of Directors, and with the Secretary shall execute all contracts, notes, mortgages and other legal instruments which the Corporation may make. The Vice Chairman shall perform such duties as may be assigned by the Board of Directors, and in the case of the death, disability, resignation or absence of the Chairman shall perform and be vested with all of the duties and powers of the Chairman.
3. Secretary - The Secretary shall keep a record of the minutes of the proceedings of the meetings of the Board of Directors and the Executive Committee. The Secretary shall insure that such records are maintained at the Associated Reformed Presbyterian Center, shall have custody of the seal of the Corporation, and with the Chairman shall execute all contracts, notes, mortgages and other legal instruments which the Corporation may make and whenever such instruments require the seal of the Corporation, shall affix the same. The Secretary shall perform such other duties and carry out such instructions as may be given by the Board of Directors and the Executive Committee.
4. Treasurer - The Treasurer of the General Synod of the Associate Reformed Presbyterian Church shall serve as Treasurer of the Corporation. The Treasurer shall keep account of all monies of the Corporation received or disbursed, and shall deposit all monies and valuables in the name of and to the credit of the Corporation, in such bank and/or depository as the Board of Directors shall designate. The Treasurer shall be bonded, with adequate surety, in an amount determined by the Board. All sums of money, securities, and other gifts shall be turned over to the Treasurer for safekeeping and control. The Treasurer shall disburse all authorized budgeted funds with the advance approval of the Chairman of the Board of Directors.
5. Terms of Office - The terms of the office for the Chairman, Vice Chairman and Secretary shall be for one (1) year. Officers shall be elected annually at the semiannual meeting which precedes the annual meeting of Synod, to begin their terms July 1.
6. Execution of Obligations - All contracts, notes, mortgages and other obligations shall be executed in the name of the Corporation by the Chairman, except when the Chairman is unable to act by reason of death, disability or absence when the same shall be executed by the Vice Chairman, and the Secretary, and whenever the instrument is such that the seal of the Corporation is required, the same shall be affixed by the Secretary.
7. Administrative Officer - The editor of The Associate Reformed Presbyterian is the Administrative Officer of the Board. This role is advisory in nature and does not have voting privileges.
ARTICLE V - Executive Committee
1. The Executive Committee shall consist of the Chairman, the Vice Chairman and the Secretary of the Board. The Chairman of the Board of Directors shall be the Chairman of the Executive Committee. The Secretary of the Board of Directors shall be the Secretary of the Executive Committee.
2. Meetings - Meetings of the Executive Committee shall be held at the call of the Chairman.
3. Duties and Responsibilities - The Executive Committee may act on behalf of the Board during all times when the Board is not in session, except the Executive Committee may not appoint or remove on a permanent basis any Administrative Officer of the Board. The Executive Committee shall report all actions to the next stated meeting of the Board.
ARTICLE VI - Standing and Special Committees
1. The Chairman of the Board shall name whatever committees deemed necessary.
2. Such committees shall hold meetings at such times and places and on such notice to its members as such committee shall from time to time decide, and subject to the control of the Board each committee shall establish its own procedure for carrying out its responsibilities.
ARTICLE VII - The Seal
The seal of The Associate Reformed Presbyterian, Inc., shall be circular in form and have inscribed thereon, "The Associate Reformed Presbyterian, Inc." The Secretary shall have general custody of the seal which shall be affixed to such instruments as may be directed by the Board of Directors.
ARTICLE VIII - Amendments
The bylaws of the Corporation may be amended, suspended or repealed and new bylaws may be adopted upon the unanimous consent of the Board of Directors in any Board meeting other than a special meeting, or by two-thirds of the Board members voting when notice was given in the announcement of the meeting, provided that any change in the bylaws is subject to the approval of the General Synod of the Associate Reformed Presbyterian Church.
ARTICLE IX - Dissolution
Upon dissolution of the Corporation, the net proceeds of the Corporation shall be distributed to the General Synod of the Associate Reformed Presbyterian Church or its successor holding a current exemption under Section 501-c-3 of the Internal Revenue Code of 1954, as amended, as is provided in the bylaws of the Corporation.
AUTHORITY
The Board of The Associate Reformed Presbyterian shall have responsibility for the publication of a denominational magazine known as The Associate Reformed Presbyterian. In the exercise of its authority, the 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.
RESPONSIBILITIES
The Board will:
1. Oversee the publication of The Associate Reformed Presbyterian
2. Promote and encourage communication within the denomination.
3. Appoint any administrators needed to carry out its work.
4. Make an annual report to the General Synod including an operating budget.
5. Maintain a nonprofit corporation, The Associate Reformed Presbyterian, Inc., and operate within the framework of its bylaws.
MEMBERSHIP
The Board of Publications is composed of ten (10) members as follows:
a. at least two shall be women
b. at least two shall be ruling elders
c. at least two shall be teaching elders
d. at least three shall have skills or experience in some aspect of publishing.
Members who miss two consecutive meetings of the Board, except for extenuating circumstances, shall be asked to resign from the Board and Synod's Committee on Nominations will be requested to recommend a replacement to the General Synod.
The at-large members will serve six years. These members may not serve consecutive terms, but must retire for one year before becoming eligible for reappointment, except in those cases where they have filled an unexpired term of less than two years. Terms of office will begin July 1 of the year the appointment is made. Rotation of the Board will follow the General Synod's schedule.
The length of service of ex officio and advisory members will be determined by the appointing Board or the office which they hold.
PRIVILEGES OF MEMBERS.
At-large members and ex officio members will have all rights associated with Board membership. Advisory members shall have the rights of seat and voice.
ORGANIZATION
1. Regular Meetings - The Board will meet semiannually in March and September (unless the Board determines otherwise).
2. Special Meetings - The Chairman may, or at the written request of three members shall, call a Special Meeting of the Board stating in the notice the purpose thereof. No business may be discussed unless that business has been described in general terms in the notice of the meeting.
3. Quorum Meetings - Five members shall constitute a quorum. Only members present may vote.
4. Officers - Officers of the Board will consist of a Chairman, Vice Chairman and Secretary. Synod's Treasurer will serve as the Treasurer of the Board of The Associate Reformed Presbyterian. Officers shall be elected annually at the semiannual meeting which precedes the annual meeting of Synod, to begin their terms of service July 1.
a. Chairman - The Chairman shall appoint members to the committees and shall perform the usual duties of a chairman.
b. Vice Chairman - The Vice Chairman shall serve in the absence of the Chairman and shall fill any unexpired term of the Chairman.
c. Secretary - The Secretary shall keep accurate and permanent records of the proceedings of the Board and shall insure that such records are maintained at the Associate Reformed Presbyterian Center; and shall work with the Chairman in preparing the annual report for the General Synod.
d. Treasurer - The Treasurer will disburse all authorized budgeted funds with the advance approval of the Chairman of the Board of Publications.
5. Administrative Officers - The editor of The Associate Reformed Presbyterian is the Administrative Officer of the Board. This role is advisory in nature and does not have voting privileges.
AMENDMENTS
The Policy Manual of the Board of Publications may be amended only by the General Synod. Upon unanimous consent in any Board meeting other than a Special Meeting, or by two-thirds of the Board members voting when notice was given in the announcement of the meeting, a proposed amendment may be adopted.
Revised 2006