By-Laws

ARTICLE 1 – NAME, DOMICILE, AND NATURE

Sec. 1 – This organization shall be called CONSERVATIVE BAPTIST ASSOCIATION OF THE PHILIPPINES, INC.

Sec. 2 – The principal office and/or National Headquarters of this Association shall be located in Metro Manila, Republic of the Philippines.

Sec. 3 – This Association shall be incorporated as a religious corporation.

ARTICLE II – DOCTRINAL STATEMENT

Sec.1 - We believe that the Bible is God’s Word, that it was written and uniquely inspired, that it is absolutely trustworthy and has supreme authority in all matters of faith and practice.

Sec. 2 – We believe in God the Father, Creator of heaven and earth, perfect in holiness, infinite in wisdom , measureless in power. We rejoice that He concerns Himself in the affairs of men. He hears and answers prayer and that He saves from sin and death all those who come  to Him through Jesus Christ.

Sec. 3 – We believe in Jesus Christ, God’s only begotten Son, conceived of the Holy Spirit, born of the Virgin Mary, sinless in life, making atonement for the sin of the world by His death on the cross. We believe in His highly priestly intercession for His people and visible premillenial return to the world according to His promise,

Sec. 4 – We believe in the Holy Spirit who came forth from God to convince the world of sin, of righteousness and of judgment, and to regenerate, sanctify and comfort those who believe in Jesus Christ.

Sec. 5 – We believe that all men by nature and by choice are sinners, but that “God so loved the world that He gave His only Son, that He gave His only Son, that whosoever believeth in Him should not perish but have everlasting life”. We believe therefore, those who accept Christ as Lord and Savior will rejoice in God’s presence and those who refuse to accept Him as Lord and Savior will be forever in God’s presence and  those who refuse to accept Him as Lord and Savior will be forever separated from God.

Sec. 6 – We believe in the Church as a living spiritual body by which Christ is the Head and of which all regenerated people are members. We believe that the local Church is a company of believers in Jesus Christ, buried with Him in baptism and associated for worship, work and  fellowship. We believe that the visible churches are committed,  for observance “till He comes” the ordinances of  baptism and the Lord’s supper ; and that God has laid upon those the task of persuading a lost world to accept Christ as Savior and to enthrone Him Lord and Master. We believe human betterment and social improvement are essential products of the Gospel.

Sec. 7 – We believe that every human being is responsible to God alone in all matters of faith.

Sec.8 – We believe that each church is independent and autonomous and must be free from interference by any ecclesiastical or political authority, that therefore, Church and State must  be kept separate as having different functions fulfilling its duties free from the dictates or patronages of others.

ARTICLE III     -    STATEMENT OF OBJECTIVES

Sec.1 - Primary Objectives

To help fulfill the Great Commission by:
   
a) Establishing Bible-believing, Philippine –oriented Conservative Baptist churches throughout the Republic of the Philippines.

b) Establishing Conservative Baptist churches overseas and/or by helping mission work here and abroad.

c) Strengthening these churches and making them primarily responsible to the Lord and secondarily to the Association.

Sec. 2 - Secondary Objectives

a) To plan and implement specific programs in support of primary objectives.
b) To represent member churches and chapels before the government and other organizations and associations.
c) To help provide trained leadership for the churches.
d) To help assist churches in securing Pastors  and/or workers and in staff  relationship and development.
e) To assist member churches and chapels secure adequate facilities.
f) To establish proper channels for overseas missions.
g) To help provide for the physical, material and social needs of t he Association’s constituency thru established Biblically oriented organizations, both local and international.
h) To help provide adequate spiritual fellowship for its constituency.

ARTICLE IV -  A STATEMENT OF RELATIONSHIP

Sec. 1 - The member churches are independent in their local church affairs but having voluntarily associated themselves together, they  covenant to abide by the Bylaws, goals, policies and programs of the Association

ARTICLE V - MEMBERSHIP, PRIVILEGES, DUTIES AND PROCEDURES

Sec. 1 - Membership

Membership in the Association shall be classified either as regular or associate.

a) Regular Members  -  Churches, chapels and Conservative Baptist support organizations as defined below are eligible to become regular members of the association.

1) Church – it is a group of baptized believers, having a minimum of organization and officers based on the approved Constitution and Bylaws, regularly meeting for worship and fellowship, faithfully observing the ordinances, and with a minimum number of  members to be prescribed from time to time by the National Council in accordance with the policy guidelines.

2) Chapel – is a group of baptized believers, having a minimum of officers and organization, regularly meeting for worship and fellowship , faithfully observing the ordinances and with a minimum number of members to be prescribed from time to time by the National Council.

3) Conservative Baptist Support Organization – is an organization whose corporate members and governing Board members and/or Trustees are Conservative Baptists, Incorporated  and/or  registered either as domestic or foreign corporation and are actually advancing the objectives and interests of the association.

b) Associate Members – Emerging churches (preaching pointsor outreaches) resulting from CB- related ministries who shall be encouraged to be actively involved in provincial, regional and national levels prior to their official acceptance as regular CB members.

Sec.2  Fellowshipping Groups – Churches, chapels and other organizations whose objectives are similar to or complementary to that of the Association. These entities are supportive and or actually participating in the Association ‘s plans, programs and activities or may have entered into a covenant of partnership wIth CBAP.

Sec. 3 Privileges    

a) Membership in the Association automatically makes the church a part of the global CB family enjoying mutual encouragement and sharing a common concern in building the kingdom of God.

b) Membership in the Association makes the church a beneficiary of the Association ‘s theological reflection and interaction in the pursuit of doctrinal purity and relevance.

c) Membership in the Association also entitles a church to services and assistance such as:

d) Membership in the Association integrates the church into the network of relationships and resources in helping one another in times of need.

e) Membership in the Association also entitles a church to services and assistance such as :

FOR REGULAR & ASSOCIATE  MEMBERS:
1) Recruitment /referral of pastors and other personnel for local churches upon request.
2) Ministerial Fellowship’s interview of prospective pastors to ensure the soundness of the prospective pastor’s doctrinal stand.
3) Counseling services to pastors and workers.
4) Various training programs and seminars for growth.
5) In formulating church Constitution and Bylaws.
6) In planning, organizing and managing camps.
7) Representation in meetings and conferences and fellowship with other Conservative Baptists.
8) Information and updates thru prayer letters, newsletters, etc.
9) Conducting ministerial visits to churches.


FOR REGULAR MEMBERS ONLY:
1) Facilitation and initiation of ordination process.
2) Financial Assistance to qualified CB students in Bible schools and seminaries.
3) Arbitration in cases of misunderstanding/dispute.
4) Authorization from the national office to help pastors obtain licenses to solemnize
marriages.
5) Endorsements/ certificates required by government agencies like SEC, SSS, Pag-ibig, etc.
6) Processing of SSS loans, health insurance, retirement, etc. of pastors and workers with special arrangements.
7) Benevolent aid for pastors and their families in times of need such as sickness and death.

f) Membership in the Association carries the right to active participation in the decision making process during official meetings and conferences.

1) Regular members are entitled to the following number of voting representatives:

a) Churches – three(3) voting representatives for the fifty(50) active members and one (1) voting representative for each additional fifty (50) active members or a fraction of not less than twenty-five(25)  and thereof.

b) Chapels – two (2) voting representatives.

c) Each CB  support organization shall be entitled to three (3) voting representatives to the National Assembly.

2) Associate members and fellowshipping groups may be represented without voting rights.


Sec. 4  -  DUTIES

a) Membership in the Association shall carry with it moral obligation to support CBAP bylaws, duly approved plans, programs and projects of the Association and to participate in activities such as fellowship meetings and assemblies.

b) Membership in the Association shall also carry with it financial responsibility to provide for the needs of the Association. Financial support shall be expressed thru:

1) Inclusion in the church monthly budget an amount for CBAP operations.
2) Pledges – specific pledges and contributions towards mission, church planting, church development, training, literature, lot and building and such other specific programs as may be approved.

Sec.5  Procedures

a) Admission for Regular Membership

Application for regular membership in the Association shall be made in writing through the National Council. The application shall state among other things, that the applicant subscribes without reservation to the Doctrinal Statement, By laws and regulations of the Association , and that the applicant is willing to support the Association morally and financially. The National Council shall present and sponsor said application, and upon two-thirds (2/3) majority  vote of  the National Assembly in session, the applicant shall be admitted as a member. When the National Assembly is not in session, the National Council is authorized to approve the application subject to the ratification of the next National Assembly. Provided, however, that applicants for regular membership should have prior endorsement by the respective provincial council where such exist.

b) Recognition for Associate Membership

All emerging churches resulting from CB- resulted  ministries are considered part of the Association. Official recognition of such churches as Associate Members shall be made by the National Council  upon submission of pertinent information by the new group with proper endorsement of the sponsoring church, group or missionary.

c) Acceptance of Felowshipping Groups

Churches or groups as defined by these Bylaws may apply or enter into partnership with the Association as a fellowshipping Group subject to the approval of the National Council.

d) Discipline/Dismissal – For the purpose of restoring erring members, the Association shall have authority to impose the following disciplinary actions if it is evident that a member is not faithfully adhering to the Doctrinal Statement and Bylaws, or when a  member is deliberately violating the regulations of the Association:

1) Admonition
2) Suspension
3) Expulsion

An erring member shall be expelled upon two-thirds (2/3) majority vote of the National Assembly in session or by postal ballots.

ARTICLE VI - ORGANIZATIONAL STRUCTURE

Sec. 1   -  The Association shall be organized into National, regional and Provincial Assemblies.

Sec. 2  -  When members of the Association meet and act through their voting representative s in conference sessions, such meetings shall be designated as “ASSEMBLIES”.

Sec. 3  -  When  members of the Association meet thru their individual representatives in their personal capacities as Christian brothers and sisters for moral, spiritual and social gatherings, such meetings shall be designated as “Fellowships”.

Sec. 4 -  Regional and Provincial Assemblies shall be divided by geographical location and  scope.

Scope 5 – The National, Regional and Provincial Assemblies shall constitute through election corresponding  COUNCILS  for the purpose of administration. The powers, duties and responsibilities of ASSEMBLIES and COUNCILS shall be those vested by these Bylaws, the Corporation Code and other applicable laws of the land.

ARTICLE VII -  GOVERNANCE AND ADMINISTRATION

Sec. 1  National Assembly – shall be constituted by all members of the Association. It shall perform and discharge the following powers, duties and responsibilities:

a) To approve applications for membership and dismissal of members.
b) To ratify the formal organization of Regional and Provincial Assemblies.
c) To approve minutes of meetings of  the National Assembly.
d) To receive reports and recommendations from the National Council.
e) To approve national programs and review financial reports.
f) To elect members of the National Council.
g) To act on other matters presented before it.

Sec. 2  Regional Assemblies

a. The National Assembly  - shall be constituted be divided into nineteen(19)Regional Assemblies as hereby defined.  See Appendix A.

b.  Each Regional Assembly shall perform and discharge the following powers, duties and responsibilities :     
1)  To approve minutes of the Regional Assembly and the Regional Council.
2)  To receive reports and recommendations from the Regional Council.
3)  To initiate and formulate regional programs, projects for recommendation to the National Council.
4)  To oversee the implementation of regional programs, projects and activities.
5)  To elect members of the Regional Council.
6)  To act on other matters presented to it.

b. A Regional Assembly may be organized when there are at least two organized and functioning Provincial Assemblies within a Region. For this purpose, the National Capital Region and the province of Rizal  combined shall be divided into three Regional Assemblies namely: North Manila, South Manila and East Manila- Rizal.

Sec.  3  Provincial Assembly

a. Provincial Assemblies shall be organized following current provincial boundaries except for NCR and Rizal combined that have been classified as regional assemblies.

b. It shall perform and discharge the following powers, duties and responsibilities:

1) To approve minutes of the Provincial Assembly and Provincial Council.
2) To receive reports and recommendations from the Provincial Council.
3) To initiate and formulate provincial programs, projects and activities.
4) To oversee the implementation of provincial programs, projects and activities.
5) To elect members of the Provincial Council.
6) To act on other matters presented to it.

c. A provincial Assembly  may be formally organized when there are at least three regular member congregations in the province.  

Sec. 4  National Council

a. The National Council shall act as the Board of Trustees in accordance with the Corporation Code.  It shall promulgate necessary policies, procedures, rules, and regulations governing the operation of the association and shall approve annual national budgets.  The powers of the National Council shall be those granted by these Bylaws, the Corporation Code and such other laws as may be applicable.  It shall do such things and acts as the Association may lawfully do and which are not by law or by the Articles of Incorporation or by the Constitution or Bylaws, directed or required to be exercised only by the members of the Association or the National Assembly.

b. The National Council shall be composed of up to 29 voting members of which:
1. Nineteen (19) members shall be Regional Chairmen representing the 19 Regional Councils.  Only Regional Councils that are already officially formed shall have representation.
2. Ten (10) members shall be elected for a term of two years by the National Assembly from among the voting representatives present during the Assembly Session.  A Member automatically loses his membership in the National Council if he is placed on discipline by his church or transfers his membership to a church that is not a member of the Association.  Notice of discipline and/or transfer of membership by a National Council member must be furnished in writing to the National council, duly certified by the Church Secretary and attested to by the Pastor and Board Chairman of the Church, where the National Council member is a bonafide member.  Any elected member who fails to attend three (3) meetings without valid reasons given in writing shall automatically lose his membership in the National Council.  The vacancy shall be filled up by the next in line in the election of the National Council members who, if available, shall serve until the next National Assemble.

c. The National Council shall have prior approval of all contracts to be made by the Association.  Provided, however, that all contracts, agreements and commitments falling under normal Operations, that is, within approved budget as itemized, shall be executed by the General Director.

d. The incumbent General Director and duly designated representatives of support organizations shall be non-voting members of the National Council.  No appointed personnel of the Association can be con-current member of the National Council.


Sec. 5  The Executive Committee

a. The National Council may constitute an Executive Committee, which shall act for and in its behalf whenever necessary.  The Executive Committee shall not usurp the powers, duties, and responsibilities that properly belong to the National Council.

b. The Executive Committee, when so constituted shall be composed of the President, Vice-President, Secretary, Treasurer, Auditor, and three (3) members of the National Council duly elected or appointed by the National Council for the purpose.

Sec. 6  The Management Committee

There shall be a Management Committee which shall be composed of all Department Directors.  Its powers, duties, and responsibilities shall be prescribed and delineated by the National Council.  The General Director shall be the Chairman of this Committee with authority to invite key personnel of the association and/or support organizations to sit in the Committee as consultants, when needed.

Sec. 7  Regional Council

a.  The Regional Councils shall manage and direct the affairs of the Region.

b. Regional Councils shall be composed of the Provincial Chairmen and five (5) other members elected from among the voting representatives in the Regional Assembly except for NCR and Rizal whose regional councils will follow the provincial set-up.  Those elected shall serve a term of two (2) years or until their successor has been elected or duly qualified.  Vacancies for any reason shall be replaced in accordance with National Council procedures.  An elected Regional Council member who transfers his residence and/or church membership outside the Region, or to another church, that is not a member of the Association, or is placed on discipline by his church, automatically loses his membership in the Regional Council.  Any member who fails to attend three (3) meetings without any valid reason given in writing shall automatically lose his membership in the Regional Council.

c. The Regional Council, in coordination with the National Council, may establish a Regional Headquarter at a location approved by the Regional Assembly.

Sec. 8  Provincial Council

a. The Provincial Council shall manage and direct the affairs of the province.

b.  Provincial Councils shall be composed of the Pastors of regular member churches and chapels within the province and five (5) other members elected from among the voting representatives to the Provincial Assembly.  Those elected shall serve a term of two (2) years or until their successor has been duly elected or duly qualified.  Vacancies for any reason shall be replaced in accordance with National Council Procedures.  An elected Provincial Council member who transfers his residence and/or church membership outside the Province, or to another church that is not a member of the Association, or is placed on discipline by his church, automatically loses his membership in the Provincial Council.

ARTICLE VIII    -     MEETINGS AND QUORUM

Sec. 1  -  The Regular Meetings of the National Assembly shall be held within the last calendar quarter of every odd-numbered year at such place and time decided upon by the preceding National Assembly.  Provided, however, that the National Council may change the venue and/or dates if necessary.

Sec. 2  -  The Regular Meetings of the Regional and Provincial Assembly shall be held every even-numbered year at such time and place determined by the preceding Assembly or by their respective Council.

Sec. 3  -  Special Meetings of any Assembly may be called by its respective Council upon written request or petition of 20% of its regular members.

Sec. 4  -  Regular Meetings of the National, Regional, and Provincial Councils shall be held quarterly at a place and time determined by the respective Councils.  Special meetings may be called by the Council Chairman upon request of twenty percent (20%) of the Council Members.

Sec. 5  -  Prior Notice of meetings shall be sent to the members at least:

a. Six (6) months before a National Assembly.
b. Four (4) months before a Regional Assembly.
c. Two (2) months before a Provincial Assembly.
d. Two (2) weeks before a Council meeting.

Sec. 6  -  Quorum

a. The required quorum for any Assembly or Council meeting shall be as follows:

1. Assembly – Seventy-five percent (75%) of the total number of registered voting representatives.

2. Council/Executive Committee – Majority or fifty percent plus one (50%+1) of the total number of Council/Executive Committee members.

Sec. 7  -  Any voting representative may be represented by a proxy in all meetings of any of the Assemblies, provided that the proxy shall be from the same member organization or support organization and provided further that he/she shall be designated as such in writing by the church or chapel concerned.

Sec. 8  -  Election of National, Regional, and Provincial Council members and officers shall be done by secret balloting.

Sec. 9  -  During the National Assembly, a nominating committee shall be formed composed of all Regional Chairmen and the incumbent General Director.  The committee shall draw a list of at least twenty (20) nominees for the National Council from among those who are qualified.  A nominee a) should have been an officer for at least one year of the member body he represents; b) must not be a staff of CBAP; and c) must express assurance that he is willing to serve.

ARTICLE IX    -    OFFICERS, QUALIFICATIONS, TERMS, DUTIES, AND RESPONSIBILITIES

Sec. 1  -  The Officers of the Association shall be the President, Vice-President, Secretary, Treasurer and Auditor, all of whim are elected by the National Council from among themselves, and a General Director who shall be appointed by the National Council.

Sec. 2  -  Qualifications

a. They must be or had been an officer of the Church, Chapel, or Support Organization where they are bonafide members.
b. They must be willing and physically able to serve the Office.
c. For Secretary, Treasurer, and Auditor of Provincial, Regional, and National Assembly:  They must be proficient to serve in the position.  In addition to (a) and (b), the Association Secretary must be a Filipino Citizen.
d. For Regional and Provincial Chairmen:  They must have served on their respective Councils for at least a year.
e. For the President and Vice-President:  They must be serving or must have served as a Pastor/Elder/Deacon in a member church, had formal theological training or equivalent, and must have served in the National Council for at least a year.
f. For the General Director:  He must have served as Pastor/Elder/Deacon and/or an officer of a church or chapel, had formal theological training, have been formally ordained to the ministry of the Gospel and be able to articulate and defend the teachings and theological distinctives of the Association.  He must have preferably served for at least a year in the Provincial, Regional or National Council, and have demonstrated his ability to fulfill the duties of the office in previous administrative work.

Sec. 3  -  Term of Office

a. All offices of the Association and of the Regional and Provincial Conference shall serve a term of two years, or until their successor had been elected or duly qualified.
b. The President, Regional Chairmen and Provincial Chairmen may be elected as such for not more than two (2) successive terms.
c. The General Director shall serve for not more an indefinite term but the National Council shall have the power to terminate his appointment for a reasonable cause after much prayer and deliberation.

Sec. 4  -  Duties and Responsibilities

a. President
1. He shall act as the Chairman of the Board of the National Council.
2. He shall preside all meetings of the National Assembly, National Council, and Executive Committee.
3. He shall preside the first organizational meeting of a Provincial/Regional Assembly and Council.
4. He shall do such other duties and responsibilities pertaining to his office.

b. Vice-President
1. He shall assume the duties and responsibilities of the President in case of absence or incapacity of the latter.
2. He shall perform such duties and responsibilities as may be requested by the President or the National Council.

c. Secretary
1. He shall keep records of all minutes of the meetings of the Assembly and Council.
2. He shall certify official records of the National Council and the National Assembly.

d. Treasurer
1. He shall have custody and be responsible for all funds and properties of the Association.  If the National Council so requires, he shall put up bond in the amount fixed by the National Council for the faithful performance of his duties.
2. He shall make periodic financial report to the National Council.
3. He shall help prepare the budget of the Associations.

e. Auditor
1. He shall audit the records and properties of the Association and make periodic report to the Council.
2. He shall help formulate and prepare plans and budgets.

f. General Director
1. He shall be the Chief Executive Officer of the Association.
2. He shall be accountable to the National Council and do such acts and things as are necessary to achieve the goals of the Association.
3. He shall represent the Association whenever and wherever the Association needs to be represented.
4. He shall authorize ministries of regular member churches and chapels of the Association to receive government authority to solemnize marriages.
5. He shall submit to the National Council an Annual Report covering the results of operations of the Association’s plans, programs, projects, and activities.

ARTICLE X    -    MISCELLANEOUS PROVISIONS

Sec. 1  -  The calendar of the Association shall be from January to December 31.

Sec. 2  -  The seal of the Association shall be of such from and design as may be approved by the National Council.

Sec. 3  -  In the event of Dissolution, the Net Assets shall be distributed equally among the Churches and Chapels who are regular members of the Association.

ARTICLE XI    -    TRANSITORY PROVISIONS

Sec. 1  -  Existing Regional Conferences that are affected by the new delineation of geographical division shall be reorganized not later than seven (7) months upon approval of these Bylaws.  Current Regional Chairmen of these affected Conferences will continue to hold offices until reorganizations are put in place.

ARTICLE XII    -    AMENDMENTS

Sec. 1  -  These Bylaws, except Article II – DOCTRINAL STATEMENT, may be amended at any meeting of the National Conference by fifty percent plus one (50%+1) vote majority of the voting representatives present, provided that notice o proposed amendments shall have been sent to all members at least one hundred eighty (180) days prior to the meeting of the National Assembly.

Sec. 2  -  Amendments of Article II – DOCTRINAL STATEMENT, shall follow strictly the following procedures:

a. Proposed amendments shall be approved by all members of the National Council.  Such approval shall be evidenced by a National Council Resolution duly certified by all members of the National Council.

b.  Notice of meeting and proposed amendments shall be sent to all members not later than sixty (60) days after approval by the National Council.

c. Proposed amendments shall be published in the official organ of the Association for at least six (6) consecutive issues.

d. The proposed amendments shall be presented by the National Council to the National Assembly for discussion and voting only after a lapse of one hundred eighty (180) days after notice of proposed amendments have been sent to members or after the proposed amendments have been published in the official organ for a period of six consecutive issues, whether came last.

e. The affirmative vote of all members, whether present or not in the National Assembly, shall be mandatory to amend this Doctrinal Statement.  Absent members shall exercise their vote by mail delivered to the Secretary of the National Assembly.

f. Voting during the amendments to the Doctrinal Statement shall be by members, said vote to be expressed in a Church or Chapel Resolution, duly certified by the Church Secretary and attested to by the pastor and at least two-thirds (2/3) of the members of the Church or Chapel Council and sworn to by a Notary Public.  CB Support Organizations shall express their vote thru Corporate Resolution, certified by the Secretary and attested to by 2/3 of their members and duly sworn to by a Notary Public.