Constitution
The Springs, Inc.
Constitution
December, 2006
Table of Contents
Article 1: Preamble……………………………………………………………………….1
Section 1: Ownership
Section 2: Purpose
Section 3: Philosophy
Section 4: Location
Article 2: Camp Board of Directors……………………………………………………….1
Section 1: General Responsibilities
Section 2: Groups of CBD Members
Section 3: Number and Tenure
Section 4: Privileges of CBD
Article 3: Camp Board Meetings and Election of CBD Members………………………..3
Section 1: Meetings
Section 2: Election of CBD Members
Section 3: Termination of CBD Members and Filling Vacancies
Article 4: CBD Officers and Committees…………………………………………………4
Section 1: Committees
Section 2: Officers
Article 5: Amendments……………………………………………………………………6
Section 1: Amendments
Section 2: Authority
Article 6: Non Profit Status……………………..…………………………………………6
Article 7: Fiscal Year……………………………….……………………………………..7
Article 8: Dissolution………………………………….…………………………………..7
Constitution
The Springs, Inc.
Article 1: Preamble
Section 1: Ownership
The Springs, Inc. (henceforth referred to as ‘The Springs’) is an independent camp legally incorporated in the State of Michigan. ‘The Springs’ adheres to the Statement of Faith of the Michigan Association of Regular Baptist Churches as of February 1998.
Section 2: Purpose
The purpose of ‘The Springs’ shall be to conduct and promote a youth camp and to provide and conduct retreats, seminars and religious activities.
Section 3: Philosophy
The philosophy of ‘The Springs’ is to invite people to come to know Jesus Christ as their personal Savior, and to achieve a closer walk with Him, and to honor Him in every area of ministry and outreach. ‘The Springs’ will further serve the Lord by supporting, promoting and cooperatively working with churches of like faith.
Section 4: Location
‘The Springs’ is located at 1950 North M-30, in the township of Secord, in the County of Gladwin, In the State of Michigan. All properties and assets are considered a part of the ministry of ‘The Springs’.
Article 2: Camp Board of Directors
Section 1: General Responsibilities
The Camp Board of Directors (CBD) is responsible for the following:
A. To insure that the purpose and the philosophy are implemented in its operation as a policy-making board.
B. To work with and encourage the Camp Executive Director.
C. To prepare, follow, and evaluate an annual budget with the Camp Executive Director.
D. To assist in the promotion of ‘The Springs’.
E. To appoint three members of the CBD to serve on a nominating committee.
F. To annually review the job performance of the Camp Executive Director.
G. To implement and evaluate policy which will be developed by the Camp Executive Director and his staff.
H. To dismiss the Camp Executive Director and to approve the dismissal of any staff at the recommendation of the Camp Executive Director.
I. To authorize expenditures of ‘The Springs’ funds, other than expended in normal day to day operation within the approved budget.
J. To enter into loan agreements or other borrowing arrangements to obtain funds necessary for the operation, preservation or expansion of ‘The Springs’ and to authorize The Springs officers to execute any necessary documents to effectuate such borrowing.
K. To encumber The Springs’ assets for the purpose of securing loan proceeds in conformity with Article 2, Section 1, J above and authorize the appropriate officers to execute any necessary documents to appropriately encumber ‘The Springs’ assets.
L. To authorize the sale of ‘The Springs’ assets, subject to the limitations set forth in Article 8 below.
M. To authorize the purchase of real property or other assets (other than items for the normal day to day operation of ‘The Springs’) and to authorize leasing of land, vehicles or other personal property.
Section 2: Groups of CBD Members
The CBD shall have both ex-officio and elected members, all of whom will have equal voting rights:
A. Ex-officio Members. Ex-officio members include one appointee of the Central Michigan Association of Regular Baptist Churches (C.M.A.R.B.C.) Council of Seven and the Camp Executive Director.
B. Elected Members. Elected members will be nominated and elected by the CBD in accordance with Article 3, Section 2 below.
Section 3: Number and Tenure of Members
A. The CBD will be made up of not less than seven (7) and not more than eleven (11) members, with two (2) being Ex-officio and up to nine (9) being elected.
B. Elected members will serve three-year terms. An elected CBD member may serve two (2) consecutive terms, if so elected, but must take a sabbatical of at least one (1) year.
Section 4: Privileges of CBD Members
CBD members shall not receive any stated salaries for their services. ‘The Springs’ will care for the cost of meetings incurred and will provide lodging if meetings carry over more than one day.
Article 3: Camp Board Meetings and Election of CBD Members
Section 1: Meetings
A. The CBD will meet at the Camp on a quarterly basis, beginning in October of each year with their Annual Meeting.
B. Special meetings may be called at any time by the CBD Chairman, the Camp Executive Director, or any two (2) other CBD members, providing forty-eight (48) hours notice is given to all CBD members. The only business which may be transacted at a special meeting is the topic of the meeting itself.
C. All meetings will be conducted in accordance with the principles of Scripture as the rule of operation, and with Robert’s Rules of Order when Scripture is silent.
D. A majority of members must be present (over 50 percent) at a duly called meeting to constitute a quorum for the transaction of business.
E. The CBD Chairman and the Camp Executive Director together will prepare the Agenda for all meetings. Items to be included must be received by the Chairman or Camp Executive Director two weeks prior to the meeting. The Chairman will instruct the Secretary to mail the Agenda one week prior to the meeting to all CBD members, except for specially called meetings.
F. The CBD shall not authorize the sale of ‘The Springs’ assets, borrowing of more than $10,000.00 encumbrance of ‘The Springs’ assets, purchase of real property or personal property valued in excess of $10,000.00 or leasing of real property or personal property valued at more than $10,000.00 without 2/3 of the CBD members ratification of such action.
Section 2: Election of Camp Board of Directors
A. All CBD officers must be saved, baptized, and an active member of a church of like faith.
B. Three (3) members of the CBD shall serve as a nominating committee. They shall determine the final ballot which shall be limited to no more than three (3) names for each available position. Each nominee will have been given an application packet, and have had his/her references checked, and will have been interviewed in order to have his/her name on the ballot.
C. The nominating committee will accept nominations for consideration until July 1 of each year.
D. The nominating committee will present the final ballot to the CBD at their Annual Meeting in October.
Section 3: Termination of CBD Members, and Filling of Vacancies
A. The CBD has the right and responsibility to review and make recommendation concerning the status of any Camp Board of Director member.
1. If at any time it is felt that a CBD member no longer meets the qualifications or requirements set down for a Camp Board of Directors member, the following steps may be taken:
a. Give him/her a written warning.
b. Ask for voluntary resignation.
c. The CBD may vote to terminate a CBD member at the next meeting by a 2/3 majority of the entire board.
2. The Board member in question may resign at any time.
B. Termination becomes effective immediately after action is taken.
C. The term of any vacated office, whether by resignation, termination, or death, will be filled by CBD appointment for the unexpired portion of the term by a person who meets the qualifications of a CBD member.
Section 4: Termination of Camp Executive Director, and Filling of Vacancy
A. The CBD has the right and responsibility to review and make recommendation concerning the status of the Camp Executive Director,
1. If at any time it is felt that the Camp Executive Director no longer meets the qualifications or requirements set down for the Camp Executive Director, the following steps may be taken:
a. Give him a written warning.
b. Ask for voluntary resignation.
c. The CBD may vote to terminate the Camp Executive Director at their next meeting by a 2/3 vote of the entire CBD.
2. The Camp Executive Director may resign at any time, though he will be expected to give 60 days notice, upon which a 60-day severance pay will be provided.
B. If immediate termination is required, no remuneration will be considered.
C. Whether by resignation, termination, incapacitation, or death, his duties will be performed by the CBD, or appointee of the CBD, until a new Camp Executive Director is hired.
Article 4: Camp Board Officers and Committees
Section 1: Committees
A. The CBD may create and/or dissolve committees as needed.
B. The CBD will review all committees, their duties, and policies by which they operate at the beginning of each year.
C. An appointee of the CBD, who will report as directed to the Chairperson of the CBD, shall chair each committee.
Section 2: Officers
A. Officers of the CBD.
The CBD will elect from among its members, by majority vote at the Annual Meeting:
1. Chairperson
Responsible to: The CBD
Main Function: To see that the responsibilities of the Camp Board are carried out.
2. Vice Chairperson
Responsible to: The CBD Chairperson
Main Function: To assist the Chairperson and perform duties in the absence of the Chairperson.
3. Secretary
Responsible to: The CBD Chairperson
Main Function: To be responsible for all Camp records.
4. Treasurer
Responsible to: he CBD Chairperson
Main Function: To be responsible for all funds and financial records of the Camp.
5. The Camp Executive Director, CBD Chairperson (or Vice-Chairperson in the absence of the Chairperson) or Treasurer may issue checks or otherwise expend ‘The Springs’ funds to pay amounts owed by ‘The Springs’ for the normal day to day operation of ‘The Springs’, so long as such expenditures do not exceed the approved annual budget by the lesser of $1,000.00 or 5% of the budgeted amount for such expenses.
6. The Camp Executive Director, CBD Chairperson (or Vice-Chairperson in the absence of the Chairperson) shall be authorized to sign any documents required to purchase, lease, sell, mortgage or encumber the assets of ‘The Springs’ upon receipt of appropriate resolution from CBD pursuant to Article 2, Section 1 above.
B. The Camp Executive Director will ensure the continuity of actions taken by the CBD; that they are in harmony with the ministry, vision, and mission statement of ‘The Springs’. He will provide leadership and vision for the CBD concerning the ministry of ‘The Springs’.
Responsible to: The CBD Chairperson directly; The CBD, indirectly.
Main Function: To plan and organize the ministry of ‘The Springs’, and to uphold the philosophy, objectives, and standards of ‘The Springs’.
Qualifications:
1. Personal:
a. Must be saved, baptized, and an active member of a church of like faith.
b. Family:
If married, his wife must be supportive of the ministry of ‘The Springs’.
Article 5: Amendments
Section 1: Amendments
This Constitution may be amended by a 2/3 vote of the entire Camp Board of Directors at a duly called meeting providing the proposed amendment has been discussed in at least one other meeting of the CBD. The Articles of Faith of ‘The Springs’ can only be amended to clarify, rather than rescind, any doctrinal position by a unanimous vote of the entire CBD. The purpose and philosophy statements cannot be changed.
Section 2: Authority
This Constitution supersedes all previous Constitutions and By-Laws.
Article 6: Non-Profit Status
No part of the net earnings of the organization shall inure to the benefit of, or be distributed to, its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its purposes set forth in the purpose clause hereof. No substantial part of the activities of the organization shall be the carrying on of propaganda or otherwise attempting to influence legislation; and the organization shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.
Article 7: Fiscal Year
The fiscal year of the Corporation shall be from January 1 to December 31.
Article 8: Dissolution
Section 1:
In the event that this Corporation should make a decision to dissolve, provision shall be made by vote of the CBD, previous to the dissolution of the Corporation, to assign all the assets to the C.M.A.R.B.C. If the C.M.A.R.B.C. no longer exists, all assets will be transferred to the M.A.R.B.C. None of the assets shall be given to any individual.
Section 2:
Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501( c )(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by the Circuit Court of the county in which the principal office of the organization is then located, exclusively for such purposes, or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
