1. The business, property and affairs of the Church shall be administered and managed by a Board of Trustees consisting of seven (7) members elected at
the Conference of the Church for a term of six (6) years and until their respective successors are duly elected and qualified. The authority and power conferred upon the Board of Trustees hereunder to
administer and manage the business, property and affairs of the Church shall extend to all real and personal property of the Church entrusted to its care, possession and custody and to all gifts and
donations made to the Church; provided, however, that nothing herein shall be interpreted or construed to extend the authority and power of the Board of Trustees to manage and administer the
business, property and affairs of the subsidiary churches and/or organizations of the Church, whether or not such churches and/or organizations are incorporated. Rather such subsidiary churches and
organizations shall have the right to administer and manage their own business, property and affairs in such manner as they shall deem advisable so long as it shall be consistent with the precepts and
directives of the Church for each church and/or organization. In the event that a subsidiary church and/or organization, whether or not incorporated, shall violate or operate in a manner inconsistent with
the precepts and directives of the Church for its administration and management and it shall be judicially determined by the Church that it has done so or if such a church and/or organization shall dissolve
for any reason, the Board of Trustees shall immediately initiate procedures and take whatever action is necessary to take possession and control of the property of such church and/or organization and to
administer and manage the same. The Board of Trustees shall constitute and be the legal representative and agent of the Church and shall have the authority and power to legally bind and obligate the
Church by the appropriate vote of its members. In addition to the authorities and powers expressly conferred upon it hereunder, the Board of Trustees may exercise all such powers of the Church and do
all such lawful acts and things which are conferred upon and granted to it by statute or the Articles of Incorporation of the Church. The grant or failure to grant the Board of Trustees any specific
power, authority or discretion, shall not in any way be construed to limit or curtail the full and complete power, authority and discretion, which it is intended and directed shall be exercisable at all times
by the Board of Trustees respecting any and all matters of whatsoever pertaining to the business, property and affairs of the Church; provided, however, that notwithstanding anything to the contrary
hereunder, the authority and power of the Board of Trustees to administer and manage the business, property and affairs of the Church and the duties and responsibilities of the Board of Trustees may
be altered, amended or modified, whether the same be in the way of limitation, restriction or expansion, by the Conference of the Church.
2. The Board of Trustees shall, from within its own membership, elect a President, Secretary and Treasurer of the Board of Trustees and such other officers as it
shall deem necessary and advisable for the orderly and efficient administration and management of the business, property and affairs of the Church. All officers of the Board of Trustees shall be elected
for a term of one (1) year and until their respective successors are duly elected and qualified. The President of the Board of Trustees shall be the Chairman and chief executive officer of the Board of
Trustees and shall preside at all meetings of the Board of Trustees and at the annual Conference of the Church and such other interim conferences of the Church as shall be duly called and scheduled; he
shall be the legal representative of the Board of Trustees and/or the Church, and shall be responsible to see that all orders, precepts, directives and resolutions of the Board of Trustees and/or the Church
are carried into effect by the Board and/or Church and/or the subsidiary churches and organizations. The President may also appoint committees from within the Board of Trustees or individual members
of the Board of Trustees to act in his stead to fulfill his duties and responsibilities hereunder. The Secretary of the Board of Trustees shall attend all meetings of the Board of Trustees and the Conference
of the Church and interim conferences of the Church duly called and scheduled and shall record all votes taken and the minutes of all transactions in a book to be kept for the purpose; he shall give or
cause to be given notice of all meetings of the Board of Trustees and the Conference of the Church and interim conferences of the Church duly called and scheduled, and he shall perform such other duties
as may be prescribed by the Board of Trustees and/or President. The Treasurer of the Board of Trustees shall have custody of the funds and securities of the Church and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the Church and shall keep the monies of the Church in a separate account to the credit of the Church, and he shall disburse the funds of the
Church as may be ordered by the Board of Trustees taking proper vouchers for such disbursements, and shall render to the President and/or the Board of Trustees, whenever they may require it, an
account of all his transactions as Treasurer and of the financial condition of the Church. In addition to the powers and authorities expressly conferred upon them hereunder, the President, Secretary and
Treasurer of the Board of Trustees shall have the general powers and duties of the supervision and management of the Church usually vested in their respective offices.
3. The Board of Trustees shall be diligent and use due care in the administration and management of the business, property and affairs of the Church and the
protection and preservation of its property and shall act in such manner as a prudent man would reasonably act in such circumstances. The Board of Trustees shall give an account annually to the
Conference of its administration and management of the business, property and affairs of the Church and shall furnish a written report of its activities for the preceding year and the present financial
condition and net worth of the Church and its subsidiary churches and organizations. The report to be so given shall be entitled “The Annual Report of the Board of Trustees of Primitive Methodist
Church in the United States of America” and shall in such form and contain such information as shall be prescribed and approved by the Conference of the Church.
4. Regular meetings of the Board of Trustees shall be held at such place and at such time as a majority of the Board of Trustees may establish and appoint each
year for its regular meetings throughout the ensuing year. The President of the Board of Trustees may call a meeting of the Board of Trustees at any time upon five (5) days written notice to the members
of the Board of Trustees. A majority of the Board of Trustees in office shall be necessary to constitute a quorum for the transaction of business, and the acts of the majority of the Trustees present at
a meeting at which a quorum is present shall be the acts of the Board of Trustees. |