Chapter 2: General Board

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A. Name and Function

1600. The General Board of Administration referred to in the Constitution shall in practice be referred to under the title “General Board.” The General Board carries out the will of the General Conference, promotes the interests of The Wesleyan Church, and serves as its chief governing body in the interim of General Conference sessions (340).

B. Voting Membership

1605. The General Board is composed of the General Superintendent and area representatives:

(1) General Superintendent. The General Superintendent is a member of the General Board by virtue of office.
(2) Area Representatives. Three ordained ministers and three lay members shall be elected by the General Conference from each representative area to serve as members of the General Board (340:1; 1590:18; 2430-2445). In order to accomplish broad representation when electing area representatives to the General Board, it is recommended that no more than two persons be elected from any one district. They shall serve from the close of the session at which they are elected until the close of the succeeding General Conference and until their successors are elected and qualified. Whenever an area representative shall transfer residence or membership outside the area represented, the General Board shall declare the office vacant and shall fill the vacancy in such a manner as to maintain the representation provided for herewith. An area representative, who is not a voting member of the General Conference by some other right, is a voting member of the General Conference by virtue of membership on the General Board (1503:1c).

C. Non-Voting Participants

1606. The following are non-voting participants of the General Board: The four division executive directors, the General Treasurer/Chief Financial Officer, the chief executive officer of Wesleyan Investment Foundation, the chief executive officer of Wesleyan Pension Fund, and all presidents of the general educational institutions of The Wesleyan Church.

D. Sessions

1610. Organizing Session. The General Board shall meet immediately after the adjournment of the General Conference for an organizing session:

(1) To organize by electing officers and committees, as required by The Discipline, the General Conference, the articles and bylaws of the several corporations, or the policies and bylaws of the General Board.
(2) To care for any business assigned to it by the General Conference which requires immediate attention.
(3) To elect the Executive Board as provided in 1755.
(4) To care for any other necessary business.

1615. Regular Session. The General Board shall meet annually or semiannually at a time and place it shall designate or as fixed in its bylaws. The Executive Board may change the time and place by a two-thirds vote if circumstances so require (1785:1). Notice of all sessions shall be published by the Executive Director of Communication and Administration and sent in writing or electronically to all members at least four weeks in advance.

1620. Special Session. A special session may be ordered by the General Board, the Executive Board (1785:1) or the General Superintendent. All members shall be notified at least ten days before the convening of a special session (cf. 1615).

1625. Evaluation Session. Periodically, either during regular sessions or in a session called specifically for self-evaluation, the General Board shall consider its priorities, review the distribution of its time, and evaluate the effectiveness of its efforts, using the duties and powers listed in The Discipline as a guide. The method and extent of such evaluation shall be determined by the General Board, but special attention should be focused on those responsibilities that are most likely to contribute to future outreach and growth to the glory of God.

E. Organization and Procedure

1630. Chair. The General Superintendent shall serve as the chair of the General Board. The General Board shall at its organizing meeting following General Conference elect a vice-chair from among its ministerial members to serve as chair in the absence of or at the request of the General Superintendent.

1635. Secretary. The Executive Director of Communication and Administration is secretary of the General Board ex officio.

1640. Quorum. A majority of all the members of the General Board shall constitute a quorum.

1645. Voting. A majority vote of those present and voting shall be sufficient except for those matters for which a larger majority is required by The Discipline (1530; 1532; 1655:6, 11, 16, 18, 21, 23, 40a; 4300; 5279; 5365), by legal or corporate requirements or by the policies and regulations of the General Board.

1650. Bylaws. The General Board shall adopt its own bylaws and perfect all plans necessary for the performance of its own duties, in harmony with The Discipline and the instructions of the General Conference.

F. Duties and Powers

1655. The General Board shall serve as the chief governing body of The Wesleyan Church in the interim of General Conference sessions, caring for and promoting the general interests of the Church, with these specific duties and powers:

Related to Leadership

(1) To join the General Superintendent and general officers in strategic planning, helping to define mission, vision, core values, and strategies, and to measure the denomination’s progress in fulfilling its mission and vision.
(2) To engage in an ongoing review of the denominational structures, maintaining openness to needed changes, and making appropriate recommendations to the General Conference.
(3) To establish policies, goals, and objectives for more effectively fulfilling the mission of The Wesleyan Church within the established policies and periodically receiving performance reports from the General Superintendent, Executive Directors, and district superintendents.

Related to General Conference

(4) To select the place and determine the day and the hour at which regular sessions of the General Conference shall convene, provided that the day and the hour are within the spring season (cf. 330:1; 1528).
(5) To declare that an emergency exists requiring a change in the time of General Conference, and subsequently to alter the same (330:1; 1530).
(6) To authorize by a two-thirds vote a special session of the General Conference, and to set by majority vote the time and place of such special session (330:2; 1532).
(7) To serve as the General Conference Committee on Memorials (1565) and the Committee on Special Nominations (1580).
(8) To originate recommendations and memorials to the General Conference, including proposed amendments to the Constitution (1557-1560).
(9) To instruct the General Conference Editing Committee concerning the dedication, if any, of the General Conference Journal (1585).
(10) To care for any business delegated to the General Board by the General Conference.

Related to the General Board

(11) To fill, for the unexpired term, vacancies occurring among the general officials elected by the General Conference (1800; 1850) or the area representatives of the General Board (1605:2), by a two-thirds majority of the members of the General Board present and voting or by a majority of all the members of the General Board, whichever is greater (1850); and to fill vacancies occurring among the general officials elected by the General Board by majority vote; all in such a manner as to fulfill all the requirements for such offices and positions (1605:2; 1800-1810; 1903).
(12) To elect by majority vote, from among the area representatives of its own membership, three ordained ministers and three lay members to be members of the Executive Board and an ordained minister as vice-chair of the General Board (cf. 1755), who will also serve as vice-chair of the Executive Board.
(13) To refer such matters to the Executive Board as shall be deemed wise (1785); to review such actions of the Executive Board as are not final (1785:2, 6); and to receive and act upon its recommendations.

Related to the Church in General

(14) To recommend to the General Conference the number of representative areas and the boundaries of such areas for the election of representatives to the General Board (1590:12); to recommend to the General Conference the assignment of the districts to educational areas for the support of the educational institutions (1590:14) and in the interim of General Conference sessions to assign new districts to the proper area (2450).

Related to Corporations

(15) To serve as the board of directors of The Wesleyan Church Corporation and its precedent corporations (4230); to appoint committees from among its own members and to delegate to such committees the exercise of such powers in the interim of its sessions as it shall deem wise.
(16) To buy, own, hold, manage, mortgage, sell, convey, donate or otherwise acquire, encumber, and dispose of any General Church property, whether real, personal or mixed, in keeping with the trust provisions given in 4920 and to buy, sell or lease any denominational headquarters site (by whatever name it shall be called) by a two-thirds majority of the members of the General Board present and voting, except that property for which other provision is made in the articles and bylaws of subsidiary corporations, and to provide for the proper care and maintenance of such property.
(17) Space reserved.
(18) To carry out the instructions of the General Conference relative to the incorporation of any agency, institution, board organization or other similar body (1590:6); or, in the interim of General Conference sessions, to authorize the establishment of such a corporation by a two-thirds majority vote and to care for such corporation matters as the approval and amendment of articles and bylaws, all in keeping with the provisions of The Discipline (cf.2358-2362; 4300-4320; 4425).
(19) To elect by majority vote all except the ex officio members of all other General Church boards; to be or to elect all boards of trustees, directors or managers of subsidiary corporations, including all approved benevolent institutions, and to exercise such control and direction of said subsidiary corporations and related agencies as is provided for in The Discipline (cf. 2358-2362; 4300-4320), and in their several articles of incorporation and bylaws; and to remove a member of any such board, for cause or when the best interests of the Church so require, by a majority vote of all the members of the General Board (cf. 5270:4; 5282; 5288), and to fill all vacancies.
(20) To direct an annual audit, and at other times as deemed necessary, of all corporations, general offices, divisions, agencies, auxiliaries, and institutions of the Church, and to take any action required by the findings of such audit (cf. 4320:7).
(21) To have the authority to negotiate and arbitrate legal and temporal matters in cases of dispute involving the General Church without resort to the courts when the General Board, by a two-thirds vote, deems such procedure necessary; provided, however, that the emergency authority hereby granted shall not be construed to modify or rescind any of the provisions of The Discipline of The Wesleyan Church with reference to the prescribed conveyance of church property; and further provided, that this authority to negotiate and arbitrate shall not be a limit on the power or authority to resort to litigation in the courts when such procedure is deemed advisable.

Related to General Offices and Divisions

(22) To direct the general officials and those elected by the General Board in their work, in keeping with the provisions of The Discipline (cf. 1830), and assigning to them such special duties as shall be deemed necessary (cf. 1590:9); to receive reports annually and as needed from the general officials and such others as The Discipline or the General Board shall require (cf. 1840; 4320:8), and to set the salaries and allowances of all general officials (1800) and of those elected by the General Board.
(23) To adopt a comprehensive budget for each of the general offices, divisions, agencies, and auxiliaries (1880) and apportion the USF- Educational Institutions Fund among the general educational interests; to determine the obligation to the United Stewardship Fund of churches within developing districts; and, in the interim of General Conference sessions, to designate those interests which will share in the benefits of the USF-General Fund, and to alter the percentage of the USF-General Fund, in case of emergency, by a two-thirds majority vote of all the members of the General Board (2005:2).
(24) To request the General Superintendent to rule on points of Church law and interpretations of The Discipline as set forth in 2061, to receive reports from the General Superintendent on all such rulings as a matter of information, and to appeal any such ruling to the Board of Review (375:2; 1920:24c; 5445:2). All appeals must be filed with the Executive Director of Communication and Administration within sixty days after the date of the official decision on the matter.
(25) To receive and act upon the recommendations of the General Superintendent.
(26) To recommend at the discretion of the General Board that the General Conference confer the title, General Superintendent Emeritus, upon a former General Superintendent (1590:20; 1945).
(27) To adopt official policies for the general offices, divisions, agencies, auxiliaries, and institutions of the Church, in keeping with the provisions of The Discipline, defining the duties of the various executive officers.
(28) To elect the General Treasurer/Chief Financial Officer (1970); to receive, hold, borrow for, loan, and appropriate all General Church funds, in accordance with the financial plans adopted by the General Conference, through the General Treasurer, in the execution of its lawful purpose, subject to the limitations imposed by The Discipline, the articles and bylaws of the several corporations, and the specific provisions of trust agreements; to have the General Treasurer/Chief Financial Officer bonded and to set the amount of such bond (cf. 1976).
(29) To receive a report from the Executive Board regarding its annual review of all General Officers based on mutually agreed goals and objectives (cf. 1935:17).
(30) To define the duties of the Executive Cabinet (1990).
(31) Space reserved.
(32) To authorize adaptation of the church name for units of The Wesleyan Church when necessary (80; 205; 340:2); to approve a Discipline for each unit under the Global Partners Division in keeping with 340:2; and to recommend to the International Board the advancement to established national/regional conference status of qualified mission units under the Global Partners Division (cf. 6516).
(33) Space reserved

Related to Districts

(34) To make recommendation to the General Conference for the establishment or alteration of district boundaries (1590:10); and to approve the merger, division or other realignment of districts when each district conference involved has approved the plan (1065).
(35) To authorize the incorporation of a provisional district (4105); to approve the articles of incorporation and bylaws for the incorporation of a district, and all amendments to the same (4110); and to exercise such control and direction of said district corporations as is set forth in 4120:3, 6, 9; 4250; 4870.
(36) To grant in concurrence with the respective district conference prior approval to a local church conference for post-secondary education in terms of an institute or of junior college or college-level programs (655:18; 1180:24).

Related to Judiciary

(37) To exercise administrative and judicial discipline in accordance with the Constitution and as set forth in the General Board Policy on Church Discipline over officers elected by the General Conference including the general officials of the Church (360:2) and the area representatives of the General Board (340:1), over those elected or employed by the General Board (323:1), over districts (360:3c) and over district superintendents (323:1; 360:2; cf. 5270-5288; 5350-5385).
(38) To hear and determine charges against the moral character of a minister or a lay member under its jurisdiction in keeping with the provisions of the Judiciary (cf. 5125:2; 5227:1; 5270; 5279; 5282).
(39) To hear and determine any charges alleging an administrative offense in relation to official duties filed against a person under its jurisdiction and to administer discipline as it deems necessary and proper (cf. 5270; 5279; 5282).
(40) To remove from office any person under its jurisdiction whenever the best interests and preservation of the Church or the disabling physical or mental health of the person require it, subject to the following conditions:
(a) To remove from office a general official elected by the General Conference (1800:1a, b), or to remove from General Board membership an area representative, or to remove from office a district superintendent shall require a two-thirds majority vote of all the members of the General Board (5279).
(b) To remove from office a person elected or employed by the General Board (1800:2) shall require a majority vote of all the members of the General Board (5282).
(41) To hear and determine charges against a district for an offense as set forth in 5006 (cf. 375:6; 5350-5370).
(42) To administer discipline to a district which has been found guilty by the proper judicatory as set forth in the Judiciary (5350-5385).
(43) To take whatever steps are necessary to preserve the interests of the Church within the bounds of a district under discipline.
(44) To end the state of discipline for a district, by a majority vote of all the members of the General Board, when the offense has been removed to the satisfaction of said majority (cf. 5265), or to authorize the reorganization of a district (5375-5380).

Related to Public Morals and Social Concerns

(45) To determine the manner in which the Church shall cultivate the Church’s awareness of its responsibility to raise a standard for social righteousness, issue guidance through the denominational periodical and other such means; establish a voice for the Church in matters for public morals and social concerns.
(46) To approve official position statements for publication on behalf of The Wesleyan Church.

G. The Executive Board

1. Function

1750. The Executive Board carries out the will of the General Board, serving as necessary in the interim of General Board sessions.

2. Membership

1755. The Executive Board shall be composed of the General Superintendent, the vice-chair of the General Board (who shall serve as the vice-chair of the Executive Board), and three ordained ministers and three lay members to be elected from among the area representatives by the General Board. They shall serve from the close of the session at which they are elected until the close of the next session of the General Conference or until their successors are elected and qualified. Whenever an area representative on the Executive Board ceases to be a member of the General Board, the General Board shall declare the office vacant and shall fill the vacancy in such a manner as to maintain the representation provided for herewith (cf. 1655:11).

3. Sessions

1760. The Executive Board shall meet immediately prior to each meeting of the General Board and at other times and places as it may determine or upon the call of the chair.

4. Organization

1765. Chair. The chair and vice-chair of the General Board shall serve as chair and vice-chair, respectively, of the Executive Board.

1770. Secretary. The Executive Director of Communication and Administration of The Wesleyan Church (2110; 4220) shall serve as secretary of the Executive Board by virtue of office but shall not be a member nor have the right to vote.

1775. Quorum. A majority of all members of the Executive Board shall constitute a quorum.

1780. Voting. A majority vote of all those present and voting shall be sufficient except for those matters for which a larger majority is required by The Discipline, by legal or corporate requirements, or by the policies and regulations of the General Board.

5. Duties, Powers and Restrictions

1785. In the interim of General Board sessions, the Executive Board shall exercise such powers and have such duties as may be assigned to it by The Discipline or by the General Board, including the power:

(1) To transact all business referred to it by the General Board; to change the time and place of a regular session of the General Board if circumstances require it (1615); and to order a special session of the General Board if deemed necessary (1620).
(2) To transact any and all other business the General Board may transact except that the Executive Board shall not make recommendations directly to the General Conference, nor take final action on the adoption of the annual budgets (1655:23) nor the amending of General Board policies (1655), nor transact any business which requires more than a simple majority vote of the General Board (cf. 1530; 1532; 1655:6, 11, 16, 18, 19, 21, 23, 40a, 40b, 44; 4300; 5279; 5365).
(3) To provide overall correlation of corporate entities, divisions, agencies, auxiliaries, and institutions in planning and carrying out programs adopted by the General Conference and the General Board.
(4) To serve as the members of the budget committee with the General Treasurer/Chief Financial Officer serving as a non-voting member of that committee.
(5) To require reports from all such officers as it shall designate and to consult with and give direction to the same.
(6) To receive a report from the General Superintendent regarding the annual review of all General Officers based on mutually agreed goals and objectives (cf. 1935:17) and issue a report of the same to the General Board (cf. 1655:29).
(7) To take emergency action by a two-thirds majority vote of all the members of the Executive Board, suspending from office a person under the jurisdiction of the General Board (1655:37), pending the action of the General Board. In the case of a general official (1800), no more than thirty days shall elapse from the time such suspension is effected until the General Board shall review the matter, either through a regular or special session.
(8) To appoint such subcommittees as it shall deem wise, and to delegate duties and powers to the same.

1790. Minutes of the Executive Board meetings shall be forwarded promptly by the Executive Director of Communication and Administration to all members of the General Board for their information and review.

H. Conflict of Laws

1796. Generally. In the event of a conflict between provisions of The Discipline relating to church administration at the local, district or general level and applicable local laws, such provisions of The Discipline may be modified to the extent deemed necessary to comply with such local laws, by utilizing the approval process hereinafter specified; provided, however, that this clause shall not be construed to give the consent of The Wesleyan Church (or any component part or affiliated entity thereof) to the regulation of its affairs by any civil authority where such regulation would violate:

(1) Any of the Essentials of the Church (cf. 2500:3);
(2) The rights of the Church or its members to freedom of religion, freedom of association, freedom of speech or other civil rights;
(3) Separation of church and state, in the sense of excessive entanglement of the civil authority in the affairs of the Church; or
(4) The rights of the Church to define its religious doctrines and membership requirements, to prescribe its rituals, and otherwise to maintain its polity on matters such as ordination, sacraments, religious beliefs and practice, requirements for employment by the Church (or its component parts or affiliated entities) or any other similar matters deemed by the Church to be central to the identity, faith, doctrine, and practice of the Church.

1797. Approval Process.

(1) Local level. If the conflict which arises relates to church administration at the local level, no modification shall be effective until approved by the district board of administration and the General Board.
(2) District level. If the conflict which arises relates to church administration at the district level, no modification shall be effective until approved by the General Superintendent and the General Board.
(3) General level. If the conflict which arises relates to church administration at the general level, no modification shall be effective until approved by the General Superintendent and the General Board.

1798. Record of Permitted Changes. The Executive Director of Communication and Administration shall maintain a record of any change which has been approved under the foregoing procedure, and shall notify an affected level, district or general entity when the process of approving a change relevant to that entity has been approved.

1799. Report to General Conference. All modifications approved under the foregoing procedure shall be reported to the next subsequent General Conference. If a modification approved under the foregoing procedure is unacceptable to the General Conference, it may, by resolution, identify the respects in which the modification is unacceptable, and direct the General Board to formulate an alternative plan which is consistent with the instructions of the General Conference.