Coosa Valley Ministerial Association Constitution and Bylaws

1. CONSTITUTION AND BY LAWS
Coosa Valley Ministerial Association
NOVEMBER 19, 2014
COOSA VALLEY MINISTERIAL ASSOCIATION
POST OFFICE BOX 2624
SYLACAUGA, ALABAMA 35150

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CONSTITUTION AND BY LAWS
OF THE COOSA VALLEY MINISTERIAL ASSOCIATION
CONSTITUTION
ARTICLE I. NAME
The name of this organization shall be called the "Coosa Valley Ministerial Association."
Herein after referred to as “CVMA”. The organization is also known as the “Sylacauga
Ministerial Association.”
ARTICLE II. DEFINITION OF PURPOSE
It is the purpose of the CVMA to adhere to the words of our Lord recorded in John 13:35,
"By this will all men know you are my disciples, if you have love for one another." This
purpose is worked out by ministering in two areas:
Section 1. Minister to the Greater Coosa Valley community.
We endeavor to minister the love of God and the gospel of Jesus Christ to the Greater
Coosa Valley community through: 1) community worship, 2) public expressions of
Christian unity, 3) ministries of compassion, 4) other ministries/projects, as decided
upon by the association.
Section 2. Minister to the ministers of Greater Coosa Valley community.
The CVMA endeavors to minister to the ministers of this area through: praying for
one another, Christian fellowship and communal support; so that we, through Jesus
Christ, may come together in unity.
The assets of the association shall at no time be used for the benefit of any single individual,
but only for research purposes. Said organization is organized exclusively for charitable,
religious, educational, and scientific purposes, including, for such purposes, the making of
distributions to organizations that qualify as exempt organizations under section 501 (c) (3)
of the Internal Revenue Code, or corresponding section of any future federal tax code."
ARTICLE III. MISSION
We must realize that without a vision the people perish. (Proverbs 29:18). Keeping this
Scripture in mind, we adopt the vision or goal that God has for this area, "....but is long
suffering to usward, not willing that any should perish, but that all should come to
repentance." (2 Peter 3:9). We should strive to see God's goal for this area is carried forth,
through the opportunities afforded to us.

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ARTICLE IV. MINISTRY TO THE GREATER COOSA VALLEY COMMUNITY
The following is a current list of ministry and services provided by the CVMA, and the
CVMA should strive to maintain these ministries and services if at all possible. The
ministries and services provided by CVMA to the Greater Coosa Valley community are not
to be restricted by this list and are at the discretion of the current Executive Committee and
participating active members should the need or desire arise for other ministries or services.
Section 1. Community Worship Services
The CVMA will provide and promote the following community worship services
with the intent and desire to see the Greater Coosa Valley community come together
in joint Christian worship of God. In the course of any and all worship services, an
offering shall be received for the purpose of funding CVMA’s endeavors stated
herein.
A. Thanksgiving Service
1. This service will be held a designated night before Thanksgiving.
2. It is to be held on a rotating basis at a participating member's church
with a facility large enough to host such an event.
3. The President of CVMA shall be the scheduled speaker for this
service. Should he/she be unable to speak at this service, he/she will
meet with the rest of the Executive committee to appoint another
speaker.
4. The Pastor of the host church will, in conjunction with the
Executive Committee, plan this service and shall open and close the
service from the pulpit unless he/she desires otherwise.
B. Easter Sunrise Service
1. This service will be held annually at Evergreen Cemetery on Easter
morning at a time designated by the CVMA.
2. The Vice-President will be the speaker at this service. Should he/she
be unable to speak at this service the Executive Committee shall
appoint another speaker.
3. Should there be the threat of inclement weather, provisions shall be
made by the Executive Committee to have the service at a nearby
facility.

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Section 2. Public Expressions of Christian Unity
A. Bibles for Graduates
1. The CVMA will provide Bibles for the graduating classes of local
public schools.
2. The Executive Committee shall appoint a representative or
representatives to coordinate with each school the distribution of
Bibles to graduates.
3. The representative(s) shall provide a count of Bibles needed for
each graduating class to the Secretary/Treasurer who shall be
responsible for the ordering of the Bibles. This should be done by the
first of April to insure the Bibles arrive in time for distribution.
4. The representative(s) shall be responsible for the collection of any
unused Bibles and return them to the Secretary/Treasurer.
B. Public Prayer
1. CVMA shall maintain a list of its members willing to pray before
public meetings and provide said list to local municipalities once a
year, and upon request. The CVMA shall work with local
municipalities to provide prayer for public meetings, ensuring an
equitable rotation is observed.
2. The CVMA will plan, promote, and lead the community in a time
of prayer on the National Day of Prayer.
C. Media Ministry
1. The CVMA will seek out opportunities to showcase its life and
work in local newspaper(s).
2. The CVMA will work with local radio stations for the purpose of
broadcasting Christian devotions. The Executive Committee may
oversee or appoint someone to oversee a rotation of active members to
provide these devotions, striving to fill all available spots.
3. Should any other Media ministry opportunities become available to
the CVMA, the Executive Committee along with the active members
shall have the right to decide whether or not to pursue such
opportunities. The Executive Committee will have the responsibility of
oversight if and when the CVMA does choose to minister through
such opportunities.

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Section 3. Ministries of Compassion
A. Chaplaincy
1. The CVMA will work with and support chaplaincy ministries at
local hospital(s) and/or other healthcare organizations.
2. If possible, members will serve as volunteer chaplains when
possible, abiding by any rules set forth by hospital(s) or other
healthcare organizations, and being guided by any professional
chaplain(s) employed by said organizations.
Section 4. Other Ministry Opportunities
The CVMA shall have, at the discretion of the Executive Committee and with the
approval of the active members, the right to have, provide and promote any other
special community events that are aligned with CVMA’s purpose and goals.
ARTICLE V.
COOSA VALLEY MINISTERIAL ASSOCIATION MEETINGS
The CVMA meetings shall be held once a month, at a time and place to be determined by the
Executive Committee. The CVMA will not meet during the summer months of June through
August. Due notice of at least one week will be given to the members if a change of venue is
necessary.
ARTICLE VI.
AMENDMENTS TO CONSTITUTION AND BY LAWS
Amendments to the CVMA Constitution and By-Laws can be made with a motion, a second,
and a 2/3 majority vote of active members present.
ARTICLE VII. MEMBERSHIP
The CVMA is a volunteer cooperative fellowship that is open to professional clergy in the
Greater Coosa Valley community that confesses that Jesus Christ is the only Lord and
Savior. Any questions about membership are to be decided by the Executive Committee.
ARTICLE VIII. OFFICERS AND COMMITTEES
Section 1. Officers
The officers of this organization shall consist of a President, a Vice-President, a
Secretary-Treasurer, and a Public Relations Director. These persons comprise the
Executive Committee.

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Section 2. Committees
The Executive Committee may, with the approval of the membership, create Ad-hoc
committees to carry out the various ministries and functions of the association as
deemed necessary by the Executive Committee. Ad-hoc committees shall not exist in
perpetuity, but shall be limited to a one-year timeframe, at which it shall be dissolved,
altered, or retained.
Should a particular committee not be carrying out its duties the Executive Committee
shall have the right to replace or reassign members as deemed necessary.
BY LAWS
ARTICLE I. ACTIVE MEMBERSHIP
Section 1. Qualifications
Membership in the CVMA requires that a person meet all of the following
qualifications. He or she must
A. be a professional Christian clergyperson
B. serve a church or ministry in the Greater Coosa Valley community
C. be willing to confess that Jesus Christ is the only Lord and Savior and that
the Old and New Testaments represent the fullness of written revelation.
D. pay annual dues for the current year
Active membership is granted by the Executive Committee to those who fulfill all
requirements listed above. Once a person is an active member, he or she has the
privilege of voice and vote at all meetings of the CVMA.
Retired ministers may become honorary members, with voice and vote. No dues will
be charged.
ARTICLE II. OFFICERS
Section 1. Qualifications
The officers who shall be elected to serve on the Executive Committee: the President,
the Vice-President, the Secretary-Treasurer, and the Public Relations Director. All
CVMA officers shall be participating members in good standing with the Association
with their dues current. They should have a desire and interest in the fellowship of
fellow ministers.
Section 2. Term of Office
The term of office for any particular officer of the Executive Committee shall be one

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year running from September 1 through August 31. The officer(s) may be re-elected
for another term in that particular office if the participating members so desire.
committee will nominate someone to fill the vacancy. Once approved by a majority
vote of the membership, the nominee shall take office immediately.
Section 3. Nomination of Officers
A nominating committee shall recommend a slate of names to fill the offices of
President, Vice-President, Secretary-Treasurer, and Public Relations officer to the
membership at or before the May meeting each year. The nominating committee will
discuss with possible candidates the desire to present their name prior to such action
to make sure they are willing to serve.
If possible, the nominating committee should be made up of the outgoing President
along with past Presidents or other Executive Officers who have served within the
last 3 years.
(Members shall be given the opportunity to offer additional nominations from
the floor prior to the election of officers.)
Section 4. Election of Officers
Nominees will be elected to office by a simple majority of the active members
present. Votes will be cast by voice vote unless any active member expresses desire
to vote by secret ballot.
Outgoing officers shall meet with the incoming officers to make sure the transition of
leadership is smooth and give them support, advice, or ideas as requested.
ARTICLE III. RESPONSIBILITIES OF THE EXECUTIVE COMMITTEE
Section 1. Responsibilities of the President
The President shall
A. Preside over all CVMA Meetings.
B. Serve as an ex-officio member of all committees.
C. Appoint chairpersons of ad-hoc committees, in consultation with the
Vice-President
D. Bring the Message at the annual Thanksgiving Service.
E. Ensure that a yearly audit of the financial records for CVMA is
performed and findings recorded.
E. Determine dues amount each year in conjunction with the Executive
Committee

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Section 2. Responsibilities of the Vice-President
The Vice-President shall
A. Preside over all CVMA meetings in the absence of the President.
B. Consult with the President in the selection of committee chairpersons
for ad-hoc committees.
C. Provide and schedule for devotional speakers for each regular meeting.
D. Bring the message at the Easter Service.
E. Share the responsibility along with the President for the yearly audit of
the financial records of the CVMA
Section 3. Responsibilities for the Secretary-Treasurer
The Secretary-Treasurer shall
A. Preside over the CVMA in the absence of the President and the Vice-
President.
B. Record minutes of regular meetings, maintain records, and process
correspondences.
C. Receive and deposit all funds for CVMA.
D. Pay expenses incurred and approved by the Executive Committee.
E. Record all transactions of all CVMA funds.
F. Prepare and present to the body a monthly financial statement of
financial transactions during the past month, (except during the
summer months).
G. Present the financial records for audit by the Executive Committee by
the end of July.
H. Ensure that necessary documents are filed each year to maintain legal
status and tax-exempt designation.
Section 4. Responsibilities of Public Relations officer
The Public Relations officer shall
A. Preside over the CVMA in the absence of the President, Vice-President,
and Secretary-Treasurer.
B. Oversee and direct all official public relations matters of the CVMA.
C. Provide for the advertising and marketing of all CVMA community
events.
D. Maintain healthy relationships with local municipalities and media outlets.
ARTICLE IV. VARIOUS POLICIES
Section 1. Media Policy
No officer and/or active member of the CVMA shall make a statement to any media

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source as an "official position" of the CVMA without express approval of the
Executive committee and active membership. Any statements made to any media
source such approval are to be given as personal views and not as an official position
or statement of the CVMA.
Section 2. Conflict of Interest Policy
Purpose
The purpose of the conflict of interest policy is to protect this tax-exempt
organization’s (CVMA’s) interest when it is contemplating entering into a transaction
or arrangement that might benefit the private interest of an officer or director of the
Organization or might result in a possible excess benefit transaction. This policy is
intended to supplement but not replace any applicable state and federal laws
governing conflict of interest applicable to nonprofit and charitable organizations.
Definitions
1. Interested Person--Any director, principal officer, or member of a
committee with governing board delegated powers, who has a direct or
indirect financial interest, as
2. Financial Interest --A person has a financial interest if the person has,
directly or indirectly, through business, investment, or family:
a. An ownership or investment interest in any entity with which the
CVMA has a transaction or arrangement,
b. A compensation arrangement with the CVMA or with any entity or
individual with which the CVMA has a transaction or arrangement, or
c. A potential ownership or investment interest in, or compensation
arrangement with, any entity or individual with which the CVMA is
negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as
gifts or favors that are not insubstantial. A financial interest is not
necessarily a conflict of interest.
Procedures
1. Duty to Disclose--In connection with any actual or possible conflict of
interest, an interested person must disclose the existence of the financial
interest and be given the opportunity to disclose all material facts to the
directors and members of committees with governing board delegated powers
considering the proposed transaction or arrangement.
2. Determining Whether a Conflict of Interest Exists--After disclosure of the

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financial interest and all material facts, and after any discussion with the
interested person, he/she shall leave the governing board or committee
meeting while the determination of a conflict of interest is discussed and voted
upon. The remaining board or committee members shall decide if a conflict of
interest exists.
3. Procedures for Addressing the Conflict of Interest
a. An interested person may make a presentation at the governing
board or committee meeting, but after the presentation, he/she shall
leave the meeting during the discussion of, and the vote on, the
transaction or arrangement involving the possible conflict of interest.
b. The chairperson of the governing board or committee shall, if
appropriate, appoint a disinterested person or committee to investigate
alternatives to the proposed transaction or arrangement.
c. After exercising due diligence, the governing board or committee
shall determine whether the CVMA can obtain with reasonable efforts
a more advantageous transaction or arrangement from a person or
entity that would not give rise to a conflict of interest.
d. If a more advantageous transaction or arrangement is not reasonably
possible under circumstances not producing a conflict of interest, the
governing board or committee shall determine by a majority vote of
the disinterested directors whether the transaction or arrangement is in
the CVMA’s best interest, for its own benefit, and whether it is fair
and reasonable. In conformity with the above determination it shall
make its decision as to whether to enter into the transaction or
arrangement.
Instructions for Form 1023 -25- 4. Violations of the Conflicts of Interest
Policy
a. If the governing board or committee has reasonable cause to believe
a member has failed to disclose actual or possible conflicts of interest,
it shall inform the member of the basis for such belief and afford the
member an opportunity to explain the alleged failure to disclose.
b. If, after hearing the member’s response and after making further
investigation as warranted by the circumstances, the governing board
or committee determines the member has failed to disclose an actual or
possible conflict of interest, it shall take appropriate disciplinary and
corrective action.
Records of Proceedings
The minutes of the governing board and all committees with board delegated powers

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shall contain:
a. The names of the persons who disclosed or otherwise were found to have a
financial interest in connection with an actual or possible conflict of interest,
the nature of the financial interest, any action taken to determine whether a
conflict of interest was present, and the governing board’s or committee’s
decision as to whether a conflict of interest in fact existed.
b. The names of the persons who were present for discussions and votes
relating to the transaction or arrangement, the content of the discussion,
including any alternatives to the proposed transaction or arrangement, and a
record of any votes taken in connection with the proceedings.
Compensation
a. A voting member of the governing board who receives compensation,
directly or indirectly, from the CVMA for services is precluded from voting
on matters pertaining to that member’s compensation.
b. A voting member of any committee whose jurisdiction includes
compensation matters and who receives compensation, directly or indirectly,
from the CVMA for services is precluded from voting on matters pertaining to
that member’s compensation.
c. No voting member of the governing board or any committee whose
jurisdiction includes compensation matters and who receives compensation,
directly or indirectly, from the CVMA, either individually or collectively, is
prohibited from providing information to any committee regarding
compensation.
Annual Statements
Each director, principal officer and member of a committee with governing board
delegated powers shall annually sign a statement which affirms such person:
a. Has received a copy of the conflicts of interest policy,
b. Has read and understands the policy,
c. Has agreed to comply with the policy, and
d. Understands the CVMA is charitable and in order to maintain its federal tax
exemption it must engage primarily in activities which accomplish one or
more of its tax-exempt purposes.

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Periodic Reviews
To ensure the CVMA operates in a manner consistent with charitable purposes and
does not engage in activities that could jeopardize its tax-exempt status, periodic
reviews shall be conducted. The periodic reviews shall, at a minimum, include the
following subjects:
a. Whether compensation arrangements and benefits are reasonable, based on
competent survey information and the result of arm’s length bargaining.
b. Whether partnerships, joint ventures, and arrangements with management
organizations conform to the CVMA’s written policies, are properly recorded,
reflect reasonable investment or payments for goods and services, further
charitable purposes and do not result in inurement, impermissible private
benefit or in an excess benefit transaction.
Use of Outside Experts
When conducting the periodic reviews as provided for, CVMA may, but need not, use
outside advisors. If outside experts are used, their use shall not relieve the governing
board of its responsibility for ensuring periodic reviews are conducted.
Section 3. Fiscal Year
Coosa Valley Ministerial Association’s fiscal year shall be from September 1 until
August 31.
We, the undersigned, representing the officers of the Coosa Valley Ministerial Association
____________________________ President
Bryan Taunton
ChristPoint Community Church, Sylacauga, AL
____________________________ Vice President
Rick Patrick
First Baptist Church of Sylacauga, AL
____________________________ Secretary-Treasurer
Ross Reddick
First Presbyterian Church, Sylacauga, AL
____________________________ Public Relations Officer
Henry Looney
Reaching the World Bible Church, Sylacauga, AL