MINUTES OF THE BAPTIST FOUNDATION OF ILLINOIS SPRING MEETING, 2019

The spring meeting of the BFI was held at the Bank of Springfield, 3400 Wabash Avenue, Springfield, on April 6, 2019.

The Agenda

Call to Order – Ted Zimmerman, Board Chair

Opening Devotion and Prayer – Doug Morrow, Executive Director

Review of Last Meeting’s Minutes and Adoption of Agenda – David Chumley, Board Secretary

Executive Director’s Report – Doug Morrow, Executive Director

Administrative Committee Report & Recommendations – Don Carlyle, Chair

Audit Committee Report & Recommendations – Dave Rochleau, Chair

Investment Committee Report & Recommendations – Dave Rochleau, Chair

Scholarship Committee Report & Recommendations including consideration of Glenfield

Heritage Fund Recommendation – Tim Sadler, Chair

Other Business

Adjourn – Ted Zimmerman

Call to Order – The meeting was called to order by Ted Zimmerman at 9:00am ROLL CALL – David Chumley, Board Secretary, called the roll as requested by Chairman Zimmerman. Present: Gerry Odell, Dan Huffman, Newlin Wollaston, Don Carlyle, Ted Zimmerman, Jean Powell, Van McQueen, Ron Closson, Thurman Stewart, Nedra Robinson, Tim Sadler, David Grove, Dan Hunter, Robert Weaver, Lea Neff, David Chumley, Dave Rochleau, Ron Knox, and Alan Monroe.

Also attending: Sheila Jessen, Chase Cribbett, and Kim Morrow. Not present: Tom Slusser and David Sutton.

OPENING DEVOTION AND PRAYER: Doug Morrow, Executive Director, began his devotion by playing a video of Tim Keller, Pastor, Redeemer Presbyterian Church. Dr. Keller was speaking to Generous Giving volunteers. He discussed the passage from Acts 20:36 where Jesus says, “It is more blessed to give than to receive”. In verse 25, Paul was speaking to the church saying he would never see them again. His last two admonitions included giving them the gospel and teaching them Jesus wanted them to be radically generous. In essence, Paul was saying if you truly understand the gospel you will be radically generous.

Dr. Keller pointed out Jesus warns against greed ten to twenty times in His teachings. Greed is a heart issue and where your heart is, there can be your idols. So all of us need to examine our hearts to watch out for greed and become radically generous. Doug pointed out, at the conclusion of the video, all Illinois Baptists need to hear and heed that message. Doug then prayed for the meeting and work of the BFI.

REVIEW OF LAST MEETING’S MINUTES AND ADOPTION OF THE AGENDA – David Chumley asked the Board to review the minutes of the fall meeting and called for their approval. Don Carlyle moved they be accepted and Jean Powell seconded the motion. The minutes were approved unanimously. Next, David Chumley asked for the adoption of the agenda. Dan Huffman moved the adoption of the agenda and Dave Rochleau seconded. The Board approved the motion unanimously.

EXECUTIVE DIRECTOR’S REPORT – Doug Morrow, Executive Director, initially began his report by highlighting the new tools for the Board members to utilize on the BFI website. He felt like this type of resource would be very useful to the Trustees reviewing all the reports, minutes and financials of BFI. He stated the Standard Operating Procedure Manuel is now on the website.

Next, Doug mentioned that through the Church Legacy Program, BFI now owns ten Illinois Baptist church properties. Managing the upkeep on these properties is a tough administrative challenge for the staff at BFI. He is encouraging Trustees to consider adopting a church which would be nearby where they live and check in on the property periodically. If there are issues, report them to Doug for assistance in resolution. Doug then reviewed some slides of the current ‘adoptees’.

For those not familiar with the video titled BFI Explainer, Doug played that for the Trustees to see the overview of the work of BFI.

In the fourth quarter report, he highlighted the following: Total Assets under management stood at $43.51 million

The online estate planning tool through FreeWill.com should “go live” on the website the first quarter of 2019.

BFI ended the year with a positive cash flow of $32,324 due ISBA’s gift of $36,000 later in the quarter. This gift will be reduced $18,000 in 2019.

BFI generated $1,310,082 in endowment and custodial interest using $207,050 operational cash. Endowment support distributions in the amount of $295,936 helped churches and associations, IBSA including church planting, BCHFS, CAC, IMB, NAMB, and Scholarships. Current account holdings were reviewed as well the performance by account type. Doug then introduced the new trustees who are Nedra Robinson, Ron Closson, and Dan Huffman.

ADMINSTRATIVE COMMITTEE & RECOMMENDATIONS – Don Carlyle, Chair, presented the report of this committee, which much was covered in the Executive Director’s report including the endowment distributions, the ISBA subsidy, and FreeWill.com. He did mention that the Board Evaluation Sheets are now on the BFI website. The committee recommended a BFI Vision Leadership Fund of $20,000 be created as there is a former Trustee who match dollar for dollar up to $20,000 to hire other managers in BFI to begin educating them in succession planning and regionalization of BFI. The idea is to intern individuals and potentially groom the next Executive Director for BFI. This recommendation was approved by the Board. Trustees will be called on to assist in funding this program.

Doug suggested that it was management’s intent to develop an end of the year report to give to all BFI investors. A motion was made by Gerry Odell and seconded by Newlin Wollaston to proceed with this reporting as time permits for the BFI staff. Additionally the Board approved a recommendation to develop an active working group of three or four Trustees to begin working on a communication strategy for BFI. The Board approved this recommendation. Finally, the committee recommended, beginning in 2020, to hold the twice yearly full Board meetings on Friday afternoons rather than Saturday mornings. A roll call vote was taken and passed 14 yeas, 4 nays, and 2 not voting. The recommendation passed.

AUDIT COMMITTEE REPORT & RECOMMENDATIONS – Dave Rochleau, Chair, stated in his report the 2017 audit is not yet completed. He called on Chase Cribbett, from Quorum Consulting, to review a draft of the audit for the Board. Chase stated the final report would be available in two weeks. According to Chase the end of the year numbers look very good with steady growth. BFI has covered all the bond maturities and investors continue to by short-term bonds. He said he believes BFI will receive an unqualified opinion, which is the best an organization would receive from an audit. The only note to the audit will be concerning controls.

INVESTMENT COMMITTEE REPORT & RECOMMENDATIONS – Dave Rochleau, Chair, reported that the blended fund in now available for investing through BFI. Endowment funds are utilizing 10% of their assets in this new fund. There were two loan requests since the last meeting that were reviewed by the committee. Calvary Baptist had their loan close on April 5. First Corinthian is still pending for their closing. All loans (nine million) outstanding are in good order and payments are being received on time.

SCHOLARSHIP COMMITTEE & RECOMMENDATIONS – Tim Sadler, Chair, thanked the 30 people who came and reviewed the applications. He noted that there were a total of 37 scholarships awarded with 21 going for individuals pursuing undergraduate degrees and 16 attending seminaries. There was one exception granted a child of a missionary who was home schooled and they were awarded the Bradley Trustee Scholarship Fund. The various recipient certificates were distributed to the Trustees and Tim requested all be awarded no later than the end of May.

The committee recommended a $30,000 grant for Woodstock church be allocated from the Glenfield Heritage Fund. Thurman Stewart seconded the motion from the committee chairman and the motion passed unanimously.

OTHER BUSINESS – Dan Hunter thanked the Board for their prayers and support concerning the passing of his wife. He stated that gifts totaling $2,000 was given in Mrs. Hunter’s memory to the Gideons.

It was noted that gifts to the BFI Leadership Vision Fund would be due by December 10th in order to meet the challenge deadline.

ADJOURN – A motion was made by Thurman Stewart and seconded by Lea Neff to adjourn the Board meeting a 12:05pm. Newlin Wollaston closed our meeting with prayer blessing our lunch and deliberations of the BFI Board.

MINUTES OF THE BAPTIST FOUNDATION OF ILLINOIS FALL MEETING, 2019

The fall meeting of the BFI was held at the Bank of Springfield, 3400 Wabash Avenue, Springfield, on October 5th, 2019.

The Agenda

Call to Order – Ted Zimmerman, Board Chair

Opening Devotion and Prayer – Jean Powell, Administrative Committee

Roll Call – David Chumley, Board Secretary

Review of Last Meeting’s Minutes and Adoption of Agenda – David Chumley, Board Secretary

Executive Director’s Report, 2Q19 budget, 2020 budget overview –Doug Morrow, Executive Director

2018 Audit Update – Sikich/Quorum Consulting

Administrative Committee Report & Recommendations – Don Carlyle, Chair

Investment Committee Report & Recommendations – Dave Rochleau, Chair

Scholarship Committee Report & Recommendations – Tim Sadler, Chair

Other Business from the floor – Ted Zimmerman, Board Chair

Election of 2020 General Board Officers & Advisory Committee

Recommendations – Ted Zimmerman, Board Chair

Trustee Worksheet and Board Self-Evaluation, Results of Executive Director Evaluation, Ted Zimmerman, Board Chair

Special Recognition – Doug Morrow, Executive Director

Adjourn – Ted Zimmerman, Board Chair

CALL TO ORDER – After viewing a video about BFI, Ted Zimmerman called the meeting to order at 8:37am.

ROLL CALL – David Chumley, Board Secretary, called the roll as requested by Chairman Zimmerman. Present: Gerry Odell, Newlin Wollaston, Don Carlyle, Ted Zimmerman, Jean Powell, Ron Closson, Thurman Stewart, David Sutton, Nedra Robinson, Tim Sadler, David Grove, Dan Hunter, Lea Neff, David Chumley, David Rochleau, Ron Knox, and Alan Monroe. Also attending: Sheila Jessen and Kim Morrow. Not present: Dan Huffman, Tom Slusser, and Robert Weaver.

REVIEW OF LAST MEETING’S MINUTES AND ADOPTION OF AGENDADavid Chumley asked the Board to review the minutes of the spring meeting and called for their approval. Ron Knox moved they be accepted and Dave Rochleau seconded the motion. The minutes were approved unanimously. David Chumley asked for the adoption of the agenda. Don Carlyle moved the adoption of the agenda and Gerry Odell seconded the motion. The Board approved the agenda unanimously.

OPENING DEVOTION AND PRAYER- Jean Powell gave a devotion based on I Corinthians 4:1-2. As faithful stewards, we should be prepared for family events and ways we can prepare them for the best use of our financial resources. She mentioned an experience with her family and her mother. They had prepared a will, but also needed to have in place a Power of Attorney. When her mother went into an assisted living facility, the POA made many of their decisions easier. As Christian stewards, we should think about having these documents in place and think about how the financial resources we have been blessed with should be used to further the kingdom of Christ. Jean led the Board in a prayer.

EXECUTIVE DIRECTOR’S REPORT- Doug Morrow, Executive Director, highlighted aspects of the Executive Director’s Report that had been distributed to the Board.

He noted that the total funds under management was now between $45-$50 million. The operating cash is currently better than the report that was distributed. In the Life Stewardship area, the Foundation is advising in eight areas. They are: 1) Budget and Margin Creation, 2) Debt Elimination, 3) Savings and Investments, 4) Taxation 5) Life Insurance 6) Testamentary Wealth Transfer 7) Incapacity Planning, and 8)Generosity and Giving.

The Foundation had awarded scholarships to 37 students this year.

In the area of custodial savings and investing, BFI manages 1300 accounts. In the area of consulting, BFI currently has two engagements. There are now 60 currents loans which represent $11.5 million to churches throughout Illinois. There have been 22 congregations go through our Church Legacy program. Doug highlighted Maplewood Park in Cahokia where the building was flipped to another congregation in 30 days. Forty five days later 15 people were baptized. Harrison in Murphysboro was replanted to Grove Baptist Church, which is growing, and had four recent baptisms. Doug also highlighted that the Vail Brothers had given their farm to BFI to support IBSA and the Baptist Children’s Home.

The 2019 Budget through three quarters shows zero subsidy from IBSA. In the 2020 Budget, BFI revenues will begin charging churches a 1.0% loan origination fee. BFI will not be carrying a lot of cash on the books, but move it to money market fund. Next year now shows an operating loss of $7,000. Doug’s salary will be frozen, but there will be an increase for staff salaries. Health care costs continue to rise. There will probably be a need to utilize contract clerical staff to assist Shelia and the audit fee will be $15,000.

Doug mentioned he will be using his 30 day sabbatical to work through Indiana Wesleyan in their program to become a Kingdom Advisor and CFP®. He also discussed the next Board meeting would be held on Friday, March 13th. Doug also mentioned the upcoming IBSA convention where BFI will distribute Bill Wiedman’s 3,000 books from his library. Finally, he mentioned the Vision Leadership fund was at $18,000 with the goal of $20,000 to obtain the full match.

2018 FINANCIAL AUDIT UPDATE – Lauren Groff from Sikich Audit gave a presentation about the 2018 audit process. After introducing the Sikich staff, she covered the areas that would be presented to the Board which included net asset classifications, improving disclosures, assessing liquidity, their communication to the Board, the audit plan, the final fieldwork, the focus and the most recent technical update. Don Wienhoff from Quorum Consulting discussed his role in assisting in preparing the documents which will be needed by Sikich for their audit. He will also work to get an understanding how Trinergy works in order to prepare the documents for the audit. Doug will be investigating a solution to replace Trinergy when its contract expires at the end of next year.

ADMINSTRATIVE COMMITTEE – Don Carlyle, Chair, recommended the following from the Administrative Committee:

1) BFI owned farm management policy to increase the management fee from 2.5% to 10%.

2) Presented the 2020 budget.

3) BFI would replace Doug’s automobile with at Honda CRV at a cost of $25,635.00.

4) Kent Renshaw was approved as the new legal counsel for BFI.

5) A 30 day sabbatical for Doug was recommended.

6) The funds for Vision Leadership will be used to hire four management interns.

7) Under IBSA/BFI agreement, there will be zero funding from IBSA.

8) Allow employees the option to open a Roth IRA at no cost to BFI.

All of the above recommendations were approved by the Board.

As a matter of information, the spring board meeting will be Friday, March 13th and the fall board meeting will be Friday, October 2nd.

INVESTMENT COMMITTEE- Dave Rochleau noted the following highlights from the Investment Committee. BFI is utilizing more ‘dividend aristocrats’ in our investments to improve our yield. A loan for Mount Carmel was approved. Two loans, one for New Vision and one for I Corinthian Church, were not approved. BFI had one church not performing on its loan, but it is now caught up and is current.

Craig Metz, from the Bank of Springfield, discussed continuing to work for a 5% yield on some of BFI investments and this due to the careful addition of some equities to our investments.

SCHOLARSHIP COMMITTEE – Tim Sadler, Chair, gave his report which included:

1) A policy needed to be developed for evaluating applicants who are home schooled.

2) The committee will be working on a communication plan to increase donations to the scholarship fund.

3) Scholarship evaluations in 2020 will be held on March 6th.

4) The committee recommended that the Annual Christian Service Grant be awarded to Mosaic Church in Highland for $1,500. This church has grown from 23 to 500 members and has worked to develop three church plants. The Board approved this recommendation.

TRUSTEE WORKSHEET AND BOARD SELF-EVALUALTION, RESULTS OF EXECUTIVE DIRECTOR EVALUATION – Ted Zimmerman, Board Chair, noted that a report had been sent out about the Board Self-Evaluation. He asked the Administrative Committee to review and research cybersecurity for BFI. The Board went into Executive Session to review the results of the Executive Director’s evaluation.

ELECTION OF 2020 GENERAL BOARD OFFICERS – Ted Zimmerman, Board Chair, and the Advisory Committee presented the following slate for the Board to consider electing for 2020. They are David Grove, Chairman, Newlin Wollaston, Vice-Chair, and David Chumley, Board Secretary. There no nominations from the floor. Don Carlyle moved and Dan Hunter seconded to approve this slate of officers for 2020. The Board approved unanimously.

SPECIAL RECOGNITON- Doug Morrow gave a special recognition to Ron Knox, Tim Sadler, Don Carlyle, and David Grove for their service and noting they will continue to serve. Dan Hunter and Tom Slusser were also recognized for their service as they will be leaving the Board. There was a special recognition for outgoing Board Chairman, Ted Zimmerman, and his outstanding service on the Board.

ADJOURN – Motion was made by Thurman Stewart and seconded by Gerry Odell to adjourn the meeting at 12:15pm.

Respectfully submitted,

David A. Chumley, Board Secretary

Revenue Projection

Bylaws Of The Baptist Foundation Of Illinois

an Illinois Not For Profit Corporation (herein called the "Corporation")

Approved November 12, 2015

Updates approved November 7, 2019

Article I Name And Purpose

1. Name. The name of the not for profit corporation is The Baptist Foundation of Illinois.

2. Purpose. The Corporation was formed under the laws of the State of Illinois and is organized to serve and further the development of any religious, benevolent, charitable, educational or missionary purpose, undertaking, institution, or agency operated, sponsored, sanctioned, supervised or supported by the Illinois Baptist State Association.

Article Ii Membership

The Corporation has a sole member, being the Illinois Baptist State Association (the “Association”).

Article Iii Board Of Trustees

1. General Powers. The Board of Trustees will carry out and effectuate the purposes of this Corporation and manage the business and affairs of the Corporation, with full authority to determine the service and operating programs of the Corporation and to take whatever action it may deem advisable to achieve the Corporation’s objectives. The Board is accountable to the Association.

2. Number, Election and Term. The Board shall consist of 21 trustees, and each trustee shall serve a term of 3 years, with one-third of the trustees elected annually by the Association in its annual session. Trustees may be elected for no more than two consecutive terms, and will not be eligible for reelection to the Board until at least one year has lapsed. The president, vice president, recording secretary, assistant recording secretary, and executive director of the IBSA shall serve as ex-officio members of the board of the BFI. The president, vice president, recording secretary and the assistant recording secretary of the Association shall serve with vote, while the executive director of the IBSA shall serve without vote.

3. Qualifications. The primary criteria to be followed for selection of Board members shall be:

A. An individual’s ability to make a maximum contribution to attaining the goals of the Corporation.

B. An individual’s understanding of or sympathy for the mission and purpose of the Corporation.

C. An individual’s high level of emotional and spiritual maturity in the way they conduct their own business and in the way they relate to their own local churches.

D. An individual’s possession of a reputable and responsible character, and who has not been convicted of a felony or indicated as being involved in any financial malfeasance or breach of fiduciary obligation.

E. An individual’s ability to commit to attend at least 50% of the regularly scheduled Board meetings and invest the time necessary to fulfill assigned responsibilities.

F. An individual’s active membership in a cooperating church of the Association.

G. Individuals that reflect a diversity of strengths and perspectives, possess appropriate skills and experience, and reflect the community being served (ie. demographically, culturally, pastors and laity).

H. Board members shall be a mixture of ordained and non-ordained persons who are committed to Christian Stewardship principals.

I. Directors, officers, and employees of the Association, or entities related to the Association, or any such person whose salary is subsidized by the Association, shall not serve as members of the Board.

J. No church shall have more than one member on the Board at the same time. A member of the Board moving to a church, which has a member of the Board, shall resign from the Board.

K. The Nominating Committee of the Association will nominate Board members for election by the Association in accordance with the rules of the Association, with consideration given to suggestions for trustees from the Executive Director of the Corporation.

4. Resignation. Any Trustee may resign at any time by delivering a resignation in writing to the Chairperson or Secretary of the Board. The acceptance of any resignation, unless required by its terms, shall not be necessary to make the resignation effective. The resignation shall be effective when the notice is received unless the notice specifies a later effective date.

5. Removal. Any Trustee may be removed at any time in either of the following manners:

A. Upon the recommendation of the Board of Trustees, the Association may remove a Trustee prior to the expiration of the Trustee’s term in accordance with its own governance and rules. Such removal may occur only upon the Association’s finding that the removal of such Trustee is in the best interest of the Corporation and one or more of the following causes for removal are deemed by the Association to exist: breach of trust; neglect of duty; diminished physical or mental capacity; immoral, fraudulent or dishonest conduct; or breach of loyalty or conflict of interest.

B. In the event a member of the Board is absent from more than one-half of the scheduled Board and committee meetings in a twelve (12) month period, such Board member shall be automatically removed from the Board and their position shall become vacant.

6. Vacancies. Any vacancy occurring between annual meetings of the Association, prospective board members shall be nominated by the IBSA Nominating Committee and considered by the IBSA Board of Directors. A trustee elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.

7. Conflict of Interest. No member of the Board may derive or appear to derive any personal profit or gain, directly or indirectly, by reason of his or her membership on the Board or because of services provided to the Board. Each Board member must disclose to the Board any personal interest, which he or she may have in any current or potential matter before the Board and refrain from participation in any decision on such matters.

No employee of BFI or family member of an employee of BFI, nor any person whose salary is subsidized by BFI nor any person whose service shall provide a conflict of interest (other than those disclosed to and approved by the Board), shall serve as a member of the Board of BFI.

8. Ex-Officio Membership. The president and vice president, recording secretary, and assistant recording secretary of the Association and the executive director of the IBSA staff shall serve as ex-officio members of the board of the BFI. The president, vice president, recording secretary and the assistant recording secretary of the Association shall serve with vote, while the executive director of the IBSA staff shall serve without vote.

Article Iv Meetings Of The Board Of Trustees

1. Regular Meetings. Regular meetings of the Board of Trustees shall be held at least twice each year. The Board shall fix the date, time and place of its meetings.

2. Special Meetings. The Chairperson, Executive Director or at least twenty percent of the Trustees then in office may call a special meeting of the Board of Trustees. At least 7 days written notice of the date, time and place shall be given to each member of the Board by the person(s) calling the meeting. The notice shall state the nature of the business to be considered at the special meeting, and no business other than that stated in the notice shall be considered at such meeting.

3. Quorum and Voting. At all meetings of the Board of Trustees, a majority of the entire Board shall constitute a quorum for the transaction of business. Except as otherwise provided by law or these Bylaws, the vote of a majority of the trustees present at the time of any vote shall be the act of the Board. The Board may permit any or all trustees to participate in a regular or special meeting by, or conduct the meeting through, the use of any means of communication by which all trustees participating may hear each other simultaneously during the meeting. A trustee participating in a meeting by such means is deemed to be present in person at the meeting.

4. Action by the Board. Any action required or permitted to be taken by the Board or by any committee thereof may be taken without a meeting if all members of the Board or committee are polled and the action evidenced by one or more written consents describing the action taken, signed by each trustee, and included in the minutes filed with the corporate records reflecting the action taken. Such action shall be initiated by the Chairperson over his or her signature and also requires the consent of the Vice Chairperson, or, in the absence of the Vice Chairperson, the Secretary.

5. Records and Minutes. Written records and minutes of all Board meetings and committee meetings shall be maintained and made available for review. Such records reflect the official actions of the Board and at a minimum contain the date of each Board meeting, any committee reports made to the Board, and all actions taken by the Board.

6. Procedures. The meetings shall be conducted in accordance with the current edition of Roberts Rules of Order.

7. Access. Meetings of the Board of Trustees and committees thereof shall be open to the general public; provided, however, that the Board of Trustees may hold a closed meeting at a specified future date or close a portion of a meeting to the public upon a majority vote of a quorum of the trustees present. Such vote must be taken in an open meeting, and meetings may only be closed for certain issues and discussion in the closed meeting limited to the cited issue(s). Minutes must be taken of the closed meeting. The issues that may be discussed in closed meetings of the Board of Trustees include: 1) personnel and employee compensation matters, 2) hearing of testimony on a complaint against the Corporation or employee to determine the validity, 3) pending or threatened litigation against, affecting, or on behalf of the Corporation.

Article V Officers Of The Board Of Trustees

1. Officers. The officers of the Board of Trustees shall be a Chairperson, a Vice Chairperson and a Secretary.

2. Election, Term of Office and Removal. The officers of the Corporation shall be elected for a one (1) year term at the Fall meeting of the Board of Trustees. Any officer of the Corporation may be removed, with or without cause, by a vote of a majority of the entire Board.

3. Chairperson: Powers and Duties. The Chairperson shall preside at all meetings of the Board of Trustees and perform such other duties as usually pertains to this office or as the Board of Trustees shall from time to time proscribe. The Chairperson shall serve as a voting member of one of the standing committees and an ex-officio member of all other committees of the Board without vote.

4. Vice Chairperson: Powers and Duties. The Vice Chairperson shall perform the duties of the Chairperson in the absence of or at the request of the Chairperson, and all other duties the Board of Trustees shall from time to time proscribe. The Vice Chairperson shall serve as a voting member of one of the standing committees and an ex-officio member of all other committees of the Board without vote.

5. Secretary: Powers and Duties. The Secretary shall record the proceedings of the Board of Trustees and provide a copy of the minutes to the Executive Director after each meeting, and shall perform all other duties the Board of Trustees shall from time to time proscribe. The Secretary shall serve as a voting member of one of the standing committees and an ex-officio member of all other committees of the Board without vote.

6. Delegation. In case of the absence or disability of any officer or of any person authorized to act for such officer, the Board may from time to time delegate the powers and duties of such officer to any other officer, trustee, or person whom it may select during such period of absence or disability.

Article Vi Committees Of The Board Of Trustees

1. Standing Committees. The Board of Trustees shall be organized into five standing committees. Each committee shall have a chairperson, vice chairperson and a secretary that are elected at the Fall Board meeting. The standing committees of the Board are:

A. Advisory Committee. The Advisory Committee consists of all officers of the Board of Trustees and the chairpersons of each of the other standing committees. The Advisory Committee will act as counsel for the Executive Director. In the event of the death, incapacity, or prolonged absence of the Executive Director, the Advisory Committee shall assume responsibilities for day to day operations until the next meeting of the Board, and shall report to the Board at each regular and special meeting any actions it has taken in the interim. The Advisory Committee will meet with the Executive Director to discuss and develop a slate of nominees for Board officers for the next year.

B. Administrative Committee. The Administrative Committee is responsible for the general areas of personnel, policy, procedures, and development.

C. Scholarship Committee. The Scholarship Committee is responsible for the general process of awarding scholarships from various scholarship funds managed and controlled by the Corporation.

D. Investment Committee. The Investment Committee is responsible for the oversight of the Corporation’s investment program and its cash management service.

E. Audit Committee. The Audit Committee, composed of the members of the Advisory and Investment Committees, is responsible for scheduling, reviewing and disseminating the audit in conjunction with the auditors and management.

2. Meetings. Each committee shall meet as frequently as may be needed to accomplish its business at the call of its chairperson, the chairperson of the Board of Trustees or the Executive Director.

Article Vii Executive Director

1. Employment and Duties. The Board of Trustees shall employ one Executive Director to provide executive management of the Corporation, administer its programs and services, and perform all other duties assigned by the Board. The Executive Director shall provide an annual report to the Board concerning the status of the Corporation, and also make any recommendations to the Board concerning the needs of the Corporation. The Executive Director shall have only such authority as has been delegated by the Board.

2. Personnel. The Executive Director shall have authority to appoint, reassign, and discharge all employees and staff of the Corporation.

3. Execution of Documents. The Executive Director shall execute all documents on behalf of the Corporation, provided that all conveyances of real estate must be co-signed as provided herein. The Executive Director shall have the authority to authenticate records of the Corporation.

4. Conflict of Interest. No member of the immediate family of the Executive Director may serve on the Board.

Article Viii Coordinating Council

The Association is the sole member and controlling entity of the Corporation and the Illinois Baptist Children’s Home & Family Services, all of which are corporations governed by the Illinois General Not For Profit Corporation Act (herein together the “Entities”). A Coordinating Council shall: 1) coordinate the work of the Entities to facilitate harmony and unity, 2) decide matters of dispute between the Entities, and 3) give direction to the Boards of the Entities in matters not clearly defined in the governing documents of the Entities or law. The Coordinating Council is comprised of the president and vice president of the Association, the chairperson and the vice chairperson of boards of the Entities, and the Executive Director of each of the Entities. The governing documents of the Association provides for all terms governing and controlling the Coordinating Council.

Article Ix Fiscal Year

The fiscal year of the Corporation shall begin January 1 and end December 31.

Article X Use And Management Of Funds

The Board of Trustees shall maintain all funds, such as trust funds, endowment funds, and current and capital funds, separate and inviolate as to the cause for which the funds were received. Such funds are not to be used for any other purpose, even temporarily, except as specified by the donors. The Board of Trustees shall determine and manage the investment policy, guidelines, and objectives for the assets of the Corporation in order to meet the current and future expenses of the agency and to insure it continues its ministry.

Article Xi Purchase And Sale Of Property

All instruments conveying real estate shall be executed by both the Executive Director and the Chairperson of the Board of Trustees.

Article Xii Budget And Report

The Corporation shall submit to the Association for its consideration in annual session a financial report and a proposed budget for the ensuing year. The Board shall have the authority to approve over-expenditure of line items, providing the total budget figure remains the same as approved by the Association in session. The Board shall submit for consideration by the Association any plans for new special offerings or capital fund-raising activities. During the fiscal year, the Board shall not obligate the Corporation to expenditures nor incur accumulative indebtedness that will exceed its annual budget by an amount greater than three percent of its annual budget.

Article Xiii Audit Procedures

The Board of Trustees shall appoint a firm of certified public accountants to examine the books and records of the Corporation for the ensuing year. Upon completion of the audit, a copy of the audit and management letter will be provided to the Executive Director and each member of the Board of Trustees as facilitated by the Audit Committee. Upon request, a representative of the auditing firm shall personally appear before the Board of Trustees to make a summary presentation of the audit report and answer any questions of the Board. Summary audit information shall be presented to the Association.

Article Xiv Indemnification

1. Indemnification in Actions other than by or in the Right of the Corporation. The Corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the Right of the Corporation) by reason of the fact that he or she is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit, or proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation or, with respect to any criminal action or proceeding, that the person had reasonable cause to believe that his or her conduct was unlawful.

2. Indemnification in Actions by or in the Right of the Corporation. The Corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the Right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation, provided that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Corporation, unless, and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.

3. Right to Payment of Expenses. To the extent that a director, officer, employee, or agent of the Corporation has been successful, on the merits or otherwise, in the defense of any action, suit, or proceeding referred to in Sections 1 and 2 of this Article, or in defense of any claim, issue, or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

4. Determination of Conduct. Any indemnification under Sections 1 and 2 of this Article (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case, upon a determination that indemnification of the director, officer, employee, or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Sections 1 or 2 of this Article. Such determination shall be made (a) by the Board of Trustees by a majority vote of a quorum consisting of trustees who were not parties to such action, suit, or proceeding; (b) if such a quorum is not obtainable, or even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or (c) by the members entitled to vote, if any.

5. Payment of Expenses in Advance. Expenses incurred in defending a civil or criminal action, suit, or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit, or proceeding, as authorized by the Board of Trustees in the specific case, upon receipt of an undertaking by or on behalf of the director, officer, employee, or agent to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the Corporation as authorized in this Article.

6. Indemnification Not Exclusive. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of members or disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent, and shall inure to the benefit of the heirs, executors, and administrators of such a person.

7. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or who is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article.

Article Xv Dissolution

Only the Association in annual session shall authorize the dissolution or merger of the Corporation. As a wholly owned, single member organization of the Illinois Baptist State Association (IBSA), if dissolved, all net assets and all contractual or fiduciary obligations of the Corporation become the property or responsibility of IBSA.

By passing this Article, the IBSA agrees to accept all assets and all contractual or fiduciary obligations of the Corporation upon dissolution of the Corporation by the Association.

Article Xvi Amendments

These Bylaws may be amended by a vote of the Association in annual session, and the submission and approval of any amendments shall follow the same procedures required to amend the governing documents of the Association. The Bylaws may contain any provisions for the regulation and management of the affairs of the Corporation not inconsistent with law or the Articles of Incorporation.