1. Board of Directors (the “Board”). The Board shall be organized to give leadership to and act on behalf of PNMC. Directors are accountable to the Member Congregations. While the makeup of the Board should represent the various diversities of PNMC, Directors are not expected to be representatives of specific constituencies, but are to act in the best interests of the Member Congregations of PNMC. The Board shall function as follows:
a. Serve as the Board and exercise full legal responsibility for PNMC.
b. Provide leadership and spiritual oversight in developing, articulating and monitoring the fulfillment of the vision of PNMC.
c. Develop policies for PNMC operation and provide governance of PNMC staff and operations.
d. Authorize the hiring and oversee the activities of the Executive Conference Minister.
e. Maintain and promote communication channels between and with conference staff, conference teams and ministries and PNMC congregations and members.
f. Report annually to the Member Congregations the status of current conference activities, priorities and budgets. Present conference plans and projections to the Member Congregations for counsel, direction and acceptance.
g. Appoint teams, committees and ministries as it deems necessary and appropriate.
2. Membership. The membership of the Board shall be comprised of at least three (3) but no more than nine (9) persons selected as follows:
a. Two Directors shall be the Moderator and Moderator Elect. The Moderator and Moderator Elect serve four (4) year terms, the first two (2) years as Moderator Elect followed by two (2) years as Moderator. A new Moderator Elect will be elected by the delegates every two (2) years from a slate developed by the Gift Discernment Team.
b. No more than four (4) Directors elected by the delegates for terms of four (4) years from a slate developed by the Gift Discernment Team. One Director will be elected each year following an initial rotation established in 2008.
c. At least two (2) Directors appointed by the Board for a term of two (2) years. One Director will be appointed each year based on the spiritual gifts, skills and abilities needed for the time.
d. At least one of the elected or appointed Directors will be a representative recommended by CIHAN (Concilio de Iglesias Hispanas Anabautistas del Noroeste De U.S.A.) or its successor. In filling Board positions, the Gift Discernment Team and the Board will endeavor to select Directors from the various diversities across PNMC.
e. Directors may serve no more than two (2) consecutive full terms. The Board may appoint a person to complete the unexpired term of any Director unable to complete their term. Individuals appointed to complete unexpired terms are eligible for an additional two (2) full terms.
f. All Directors shall be members of a Member Congregation of PNMC.
g. The Board may remove a Director who has failed to attend three (3) consecutive meetings of the Board, by a vote of two-thirds (2/3) or more of the other Directors present at the meeting. The Board may, by a vote of two-thirds (2/3) or more of the other Directors present at the meeting, remove a Director peremptorily. Notice of intention to move for such peremptory removal must be given to all Directors in writing fifteen (15) days prior to the time scheduled for the meeting at which such action is proposed to be taken. The Member Congregations may remove a Director peremptorily by a two-thirds (2/3) vote to do so of the delegates present at a special meeting of Member Congregations called for that purpose as set out in Section IV.1.c. Any such removal by the Member Congregations shall disqualify a person from being a Director for a five (5) year period.
h. A Director may resign by giving written notice to an officer of PNMC. Resignations shall be effective upon receipt, unless such resignation would leave PNMC with no Director, in which case it shall not be effective until another Director has taken office.
i. Vacancies on the Board shall exist upon death, resignation or removal of a Director, upon a Director’s change of residence outside the geographic regions, upon increase in the authorized number of Directors or upon the failure of the Member Congregations to fill a vacancy at an annual Member Meeting. A majority of the Directors remaining in office, or the sole remaining Director, may fill such vacancies by appointment.
3. Meetings.
a. Regular meetings of the Board shall be held on the dates and times and at such place as determined by the Board.
b. Special meetings of the Board may be called by any officer or any two (2) Directors by giving ten (10) days notice orally to each Director, or by giving written notice of fifteen (15) days either by U.S. mail, by email, or by other electronic means, utilizing in each case the last address of the Director registered with the Secretary of the Board.
c. A majority of the Directors constitute a quorum for the transaction of business.
d. A majority vote of the Directors present at a meeting of which a quorum is present shall be required to transact official business.
e. Voting by proxy shall not be permitted.
4. Action Without Meeting. Any action required or permitted to be taken at the Board meeting may be taken without a meeting if the action is taken by all of the Directors. The action
shall be evidenced by one or more written consents describing the action taken, signed by each Director, and included in the minutes or filed with the corporate records reflecting the action taken.
5. Conference Call Meetings. Any or all Directors may participate in a meeting of the Board by means of a conference telephone or similar communications equipment by which all persons participating in the meeting can communicate with each other. Such participation in this manner constitutes presence in person at the meeting.
6. Appointments. As of the effective date of these Bylaws, the Board is responsible for the following appointments:
a. Two (2) Directors.
b. Additional appointments as needed from time to time to provide for various projects, teams, offices and boards to carry out the work of PNMC.
c. Any vacancy in positions elected by the delegates for the interim until the normal expiration of the term so filled. Such interim appointments are then eligible for service for up to two additional terms at the will of the delegates.
d. In the event it becomes necessary to fill a vacancy in the office of Moderator or Moderator Elect, the appointment of a replacement shall be by the Board.
