Institutional Documents

IBR Bylaws

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ARTICLE I

Offices

1. PRINCIPAL OFFICE and ADDRESS. The Corporation shall maintain such principal office and address as the Board of Directors shall determine from time to time.
2. REGISTERED OFFICE and AGENT. The Corporation shall maintain a registered office and a registered agent in the state of Delaware as is required by the General Corporation Law of Delaware. The registered office and registered agent may be changed from time to time by the Board of Directors.

ARTICLE II

Membership

1. MEMBERSHIP CERTIFICATES. The Corporation shall not issue certificates to evidence membership in the Corporation.
2. MEMBERSHIP. The qualifications and eligibility for membership and the manner of admission into membership shall be as set forth in these Bylaws. The Board of Directors shall prescribe the amount and manner of imposing and collecting initiation or other fees, annual dues, assessments, fines, and/or penalties, if any, subject to the affirmative vote of the members present at the annual meeting of the members. Membership in the Corporation shall be open to individuals who profess personal agreement with the Christian confessional affirmations of the Corporation set forth in the Articles of Incorporation. There are five categories of membership open to such professing individuals, to-wit:
   
   1. FELLOWS. Individuals holding a lifetime membership in the Corporation shall be referred to as Fellows. Before an individual shall be considered as a candidate for membership in the Corporation as a Fellow, such individual must demonstrate to the satisfaction of the Board of Directors that he or she has been granted a doctoral research degree or an equivalent achievement in a biblical discipline (similar achievements in ancillary non-theological disciplines may be considered by the Board of Directors if the Board of Directors is satisfied that such discipline has a direct relationship to the history or literature of the Bible), and that he or she is actively engaged in research at a level of scholarship to qualify for an assistant professorship at an accredited university, college or seminary. Nomination for membership as a Fellow must be submitted in writing (or by electronic transmission) to the Board of Directors by at least two current Fellows in good standing with the Corporation on such forms and in such manner as may be prescribed by the Board of Directors from time to time. Nominations for membership as a Fellow must be received by the Secretary of the Corporation at least one month before the annual meeting of the members.  The nomination must include evidence of the requirements to be a Fellow and written affirmation (or facsimile signature) of the candidate’s acceptance and agreement with the purpose and confessional affirmations of the Corporation. . The Secretary shall distribute all nominations for membership as a Fellow to the Board of Directors. The Board of Directors will determine eligibility for membership. Upon approval by the Board of Directors, the candidate shall be awarded Fellow status as a member of the Corporation. Fellows may be required to pay an annual membership fee, subscription fee and such other fees as the Board of Directors shall determine from time to time, subject to the affirmative vote of the members present at the annual meeting of the members. Fellows in good standing have the right to participate and vote at annual and special meetings of the members. Fellows are eligible for nomination to membership on the Board of Directors.
   2. SENIOR FELLOWS. A Fellow may choose to become a Senior Fellow at any time upon written notification (or by electronic transmission) of his or her desire of the same delivered to the Secretary of the Corporation. Senior Fellows may be required to pay an annual membership fee, subscription fee and such other fees as the Board of Directors shall determine from time to time, subject to the affirmative vote of the members present at the annual meeting of the members. Senior Fellows shall enjoy all of the rights of membership available to Fellows; provided, however, Senior Fellows shall not be eligible to serve on the Board of Directors or to serve as officers of the Corporation.
   3. ASSOCIATES. Individuals holding an annually renewable membership in the Corporation shall be referred to as Associates. Before an individual shall be considered as a candidate for membership in the Corporation as an Associate, such individual must demonstrate to the satisfaction of the Board of Directors that he or she is a doctoral candidate in an academic field of biblical study at an accredited university, college or seminary. Nomination for membership as an Associate must be submitted in writing (or by electronic transmission) to the Board of Directors by at least one Fellow in good standing with the Corporation on such forms and in such manner as may be prescribed by the Board of Directors from time to time.  The nomination must include evidence of the requirements to be an Associate and written affirmation (or facsimile signature) of the candidate’s acceptance and agreement with the purpose and confessional affirmations of the Corporation. Secretary shall distribute all nominations for membership as an Associate to the Board of Directors. The Board of Directors will determine eligibility for membership. Upon approval by the Board of Directors, the candidate shall be awarded Associate status as a member of the Corporation.  Associates may be required to pay an annual membership fee, subscription fee and such other fees as the Board of Directors shall determine from time to time, subject to the affirmative vote of the members present at the annual meeting of the members. Associates may participate in annual and special meetings of the members, but shall not have voting rights in the Corporation. Upon achievement of a doctoral research degree (or an equivalent achievement in a biblical discipline as set forth in paragraph A above), an Associate may request nomination from the Board of Directors as a Fellow in the Corporation. Such nomination must be submitted in writing (or by electronic transmission) by the Associate to the Secretary of the Corporation in such manner as may be prescribed by the Board of Directors from time to time. Upon receiving the approval of the Board of Directors, the Associate shall be awarded Fellow status.
   4. FRIENDS. Individuals other than biblical scholars eligible for membership as Associates or Fellows shall be referred to as Friends. Before an individual shall be considered as a candidate for membership in the Corporation as a Friend, such individual must demonstrate to the satisfaction of the Board of Directors a desire to promote the purposes of the Corporation. Nomination for membership as a Friend must be submitted in writing (or by electronic transmission) to the Board of Directors by at least one Fellow in good standing with the Corporation on such forms and in such manner as may be prescribed by the Board of Directors from time to time. The nomination must include evidence of the requirements to be a Friend and written affirmation (or facsimile signature) of the candidate’s acceptance and agreement with the purpose and confessional affirmations of the Corporation. Secretary shall distribute all nominations for membership as a Friend to the Board of Directors. The Board of Directors will determine eligibility for membership. Upon approval by the Board of Directors, the candidate shall be awarded Friend status as a member of the Corporation.  Friends may be required to pay an annual membership fee, subscription fee and such other fees as the Board of Directors shall determine from time to time, subject to the affirmative vote of the members present at the annual meeting of the members. Friends may participate in annual and special meetings of the members, but shall not have voting rights in the Corporation.
   5. STUDENT MEMBERS. Individuals who are Masters level students may hold an annually renewable membership in the Corporation and shall be referred to as Student Members. Before an individual shall be considered as a candidate for membership in the Corporation as a Student Member, such individual must demonstrate to the satisfaction of the Board of Directors that he or she is enrolled in a Masters level program in an academic field of biblical study at an accredited university, college or seminary. Nomination for membership as a Student Member must be submitted in writing (or by electronic transmission) to the Board of Directors by at least one Fellow in good standing with the Corporation on such forms and in such manner as may be prescribed by the Board of Directors from time to time. The nomination must include evidence of the requirements to be a Student Member and written affirmation (or facsimile signature) of the candidate’s acceptance and agreement with the purpose and confessional affirmations of the Corporation. Secretary shall distribute all nominations for membership as a Student Member to the Board of Directors. The Board of Directors will determine eligibility for membership. Upon approval by the Board of Directors, the candidate shall be awarded Student Member status as a member of the Corporation.  Student Members may be required to pay an annual membership fee, subscription fee and such other fees as the Board of Directors shall determine from time to time, subject to the affirmative vote of the members present at the annual meeting of the members. Student Members may participate in annual and special meetings of the members, but shall not have voting rights in the Corporation. Upon culmination of Masters level studies, a Student Member may request nomination for Associate or Friend status as appropriate. Such nomination must be submitted in writing (or by electronic transmission) by the Student Member to the Secretary of the Corporation in such manner as may be prescribed by the Board of Directors from time to time. Upon receiving the approval of the Board of Directors, the Student Member shall be awarded either Associate or Friend status.
3. RECORD DATE FOR MEMBERS. For the purpose of determining the members entitled to notice of or to vote at any annual or special meeting of members or any adjournment thereof, or for the purpose of any other lawful action, the record date shall be sixty days before the date of such meeting.
4. TERMINATION OF MEMBERSHIP. The Board of Directors may recommend to the members that a member be disaffiliated from the Corporation with or without cause. Such disaffiliation requires: 1) notice mailed by the Secretary of the Corporation to the last known address of the member at least six months prior to the annual meeting of the members, 2) recommendation by a majority of the whole Board of Directors for disaffiliation, and 3) the affirmative vote of two-thirds of the members present at the annual meeting of the members.
5. RESIGNATION. Any member may resign by filing a written resignation with the Secretary of the Corporation. Such resignation does not relieve the member so resigning of the obligation to pay any dues, fees, assessments, or other charges that have accrued and remain unpaid. A member shall be deemed to have resigned if the member fails to pay any dues, fees, assessments, or other charges and such sum or sums become more than two years in arrears, and such member may be disaffiliated from the Corporation. Such disaffiliation requires: 1) notice mailed by the Secretary of the Corporation to the last known address of the member at least six months prior to the annual meeting of the members, 2) recommendation by a majority of the whole Board of Directors for disaffiliation, and 3) the affirmative vote of two-thirds of the members present at the annual meeting of the members.
6. TRANSFER OF MEMBERSHIP. Membership in this Corporation is not transferable or assignable under any circumstances.
7. DEADLINES FOR RECEIPT OF NOMINATIONS. The deadlines prescribed above for receipt of nominations for Fellow, Associate and Friend may be waived at the discretion of the Membership Committee.

ARTICLE III

Membership Meetings

1. TIME. Annual meetings of the members shall be held on the Friday and Saturday before the observance of Thanksgiving in the United States of America. Special meetings of the members shall be held on a date and time fixed, from time to time, by the Directors.
2. PLACE. Annual and special meetings shall be held at such place, within or without the State of Delaware, as the Board of Directors may, from time to time, fix.
3. CALL. No call shall be required for annual meetings of the members for which the time and place have been fixed. Special meetings of the members may be called by the President or a majority of the whole Board of Directors.
4. BUSINESS OF MEETING/NOTICE OR WAIVER OF NOTICE. Written notice of all meetings of the members shall be given, stating the place, date, and hour of the meeting. The notice of the annual meeting shall state that the meeting is called for the election of directors and for the transaction of other business which may properly come before the meeting, and shall (if any other action which could be taken at a special meeting is to be taken at such annual meeting) state the purpose or purposes. The notice of a special meeting shall in all instances state the purpose or purposes for which the meeting is called. The notice of any meeting shall also include, or be accompanied by, any additional statements, information, or documents prescribed by the General Corporation Law of Delaware. Except as otherwise provided by the General Corporation Law of Delaware, a copy of the notice of any meeting shall be given, personally or by mail or electronic transmission, not less than thirty days nor more than forty-five days before the date of the meeting and directed to each member at his or her record address (or e-mail address) which he or she may have furnished to the Secretary of the Corporation. Notice by mail shall be deemed to be given when deposited, with postage thereon prepaid, in the United States mail. Notice by electronic transmission shall be deemed to be given when such communication creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process. Notice need not be given to any member who submits a waiver in writing (or by electronic transmission) of notice (with signature or facsimile thereof) by the member before or after the time stated therein. Attendance of a member at a meeting of members shall constitute a waiver of notice of such meeting, except when the member attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any annual or special meeting of the members need be specified in any written waiver of notice.
5. CONDUCT OF MEETING. Meetings of the members shall be presided over by the President of the Corporation or, if the President is not present, by a chairman to be chosen by the Board of Directors present. The Secretary of the Corporation shall act as secretary of every meeting of the members, but if the Secretary is not present, the chairman of the meeting shall appoint a secretary of the meeting.
6. PROXY REPRESENTATION. Every voting member may authorize another voting member to act for him or her by proxy in all matters in which a member is entitled to participate, whether by waiving notice of any meeting, voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must bear the signature (or facsimile thereof) of the member and his authorized representative. No proxy shall be voted or acted upon after ninety days from its date of issue. The Board of Directors, in its discretion, may prescribe and furnish upon request proxy forms to be used by voting members.
7. QUORUM. One-fourth of the voting members must be present (or represented by proxy) at any annual or special meeting of the members of the Corporation in order to constitute a quorum at such meeting for the transaction of any business. The members present may adjourn the meeting despite the absence of a quorum.
8. VOTING. Each voting membership shall entitle the holder thereof to one vote in the election of directors, in the adoption, amendment, and repeal of these Bylaws to the extent provided for in the Articles of Incorporation, and in all proceedings upon which the General Corporation Law of Delaware confers voting power upon members entitled to vote in the election of directors. In the election of directors, a plurality of the votes cast shall elect, and voting need not be by ballot. Any other action in which members are entitled to vote shall be authorized by a majority of the votes cast at a meeting at which a quorum is present except where the General Corporation Law of Delaware prescribes a different percentage of votes, or as otherwise provided in these Bylaws.
9. INFORMAL ACTION BY MEMBERS. Any action required by the General Corporation Law of Delaware to be taken at a meeting of members or any action which may be taken at any meeting of members, may be taken without a meeting, without prior notice and without a vote, if a consent in writing setting forth the action so taken, shall be signed by voting members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all members having a right to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those members who have not consented in writing.
10. VOTING BY MAIL. Where directors or officers are to be elected by voting members, such election may be conducted by mail or by electronic transmission in such a manner as the Board of Directors may determine from time to time.

ARTICLE IV

Board of Directors

1. FUNCTIONS AND DEFINITION. The activities and affairs of the Corporation shall be, unless otherwise provided in these Bylaws, managed by or under the direction of its governing body, which is herein referred to as the Board of Directors of the Corporation. The use of the phrase “whole board” herein refers to the total number of directors which the Corporation would have if there were no vacancies.
2. QUALIFICATIONS AND NUMBER. A director must be a Fellow in good standing with the Corporation. The initial Board of Directors consists of Daniel I. Block, Michael W. Holmes and Richard A. Taylor. Subject to the foregoing limitation and except for the first Board of Directors, such number may be fixed from time to time by action of the voting members at the annual meeting of the members, or, if the number is not fixed, the number shall be thirteen and shall consist of the President, immediate past President, Secretary, Treasurer, Program Secretary, Editor-in-Chief and seven at large directors.
3. ELECTION AND TERM. The first Board of Directors shall hold office until the first annual meeting of the members and until their successors are elected and qualified or until their earlier resignation or removal. At the first meeting of the members, four at large directors shall be elected to one-year terms and three at large directors shall be elected to two-year terms. Thereafter, at large directors shall serve two-year terms, with only three or four (as the case may be) at large directors of the Corporation being elected each year at the annual meeting of the members. Directors may not serve more than two consecutive terms. Any director may resign at any time upon written notice to the Secretary of the Corporation. Directors who are elected at an annual meeting of the members shall hold office until the expiration of their term of office and until their successors are elected and qualified or until their earlier resignation or removal. Nominations for membership on the Board of Directors shall be presented by the Nominating Committee to the Board of Directors. Upon acceptance by a majority of the members of the Board of Directors, nominations for membership shall be presented to the members at the annual meeting of the members. Nominations for membership on the Board of Directors also may be made by any voting member at the annual meeting of the members so long as the nominated member is present at the annual meeting of the members and is willing to stand for election.
4. MEETINGS. Annual or special meetings may be held by the Board of Directors.
   
   1. TIME AND PLACE. Meetings shall be held at such time and place as the Board of Directors may fix.
   2. CALL. No call shall be required for annual meetings for which the time and place have been fixed. Special meetings may be called by or at the direction of the President or of a majority of the whole Board of Directors then in office.
   3. NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required for annual meetings for which the time and place have been fixed. Written, oral, or any other mode of notice (including electronic transmission) of the time and place shall be given for special meetings in sufficient time for the convenient assembly of the directors thereat. Notice need not be given to any director or to any member of a committee of directors who submits a written waiver of notice (or facsimile thereof) signed by him or her before or after the time stated therein. Attendance of any such person at a meeting shall constitute a waiver of notice of such meeting, except when he or she attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any annual or special meeting of the directors need be specified in any written waiver of notice.
   4. QUORUM AND ACTION. A majority of the whole Board of Directors shall constitute a quorum except when a vacancy or vacancies prevents such majority, whereupon a majority of the directors in office shall constitute a quorum, provided, that such majority constitutes at least one-third of the whole Board of Directors. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting to another time and place. Except as these Bylaws otherwise provide, and except as otherwise provided by the General Corporation Law of Delaware, the vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Any member or members of the Board of Directors or of any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any such committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.
   5. CHAIRMAN OF THE MEETING. The President shall preside at all meetings. Otherwise, any other director chosen by the Board of Directors shall preside.
5. VACANCIES. Any vacancy occurring on the Board of Directors and any directorship to be filled by reason of an increase in the number of directors shall be filled by the affirmative vote of a majority of the members at an annual meeting of the members of the Corporation. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.
6. REMOVAL OF DIRECTORS. Except as may otherwise be provided by the General Corporation Law of Delaware, any director or the entire Board of Directors may be removed, with or without cause, by a majority of the members then entitled to vote in an election of directors.
7. MEMBERSHIP COMMITTEE. The Board of Directors shall designate one or more directors of the Corporation and up to three Fellows who consent to serve on such committee to receive and evaluate all applications for membership in the Corporation and to recommend by majority vote those applications which the members of such committee agree merit approval by the Board of Directors.
8. NOMINATING COMMITTEE. The Board of Directors shall designate one or more directors of the Corporation and up to three Fellows who consent to serve on such committee to select and secure the consent of potential nominees for vacant or expiring positions on the Board of Directors, and to recommend by majority vote the names of such persons to the Board of Directors for nomination prior to the annual meeting of the members.
9. WORSHIP COMMITTEE. The Board of Directors shall designate one or more directors of the Corporation and up to three Fellows who consent to serve on such committee to plan and coordinate the annual worship service co-sponsored by the Corporation with the American Academy of Religion and the Society of Biblical Literature on Sunday morning following the annual meeting of the members.
10. ADDITIONAL COMMITTEES. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more additional committees, each committee to consist of one or more of the directors of the Corporation and up to three Fellows who consent to serve on such committee or committees. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation with the exception of any authority the delegation of which is prohibited by Section 141 of the General Corporation Law of Delaware.
11. INFORMAL ACTION BY DIRECTORS. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in a signed writing (including facsimile signature) setting forth the action to be taken.
12. COMPENSATION. Directors shall not receive any stated salaries for their services. Directors shall be responsible for the expense of attending meetings of the Board of Directors and meetings of the members of the Corporation; provided, however, the Board of Directors by resolution may reimburse Directors for extraordinary expenses. Nothing contained in these Bylaws is to be construed as precluding any director from serving the Corporation in any other capacity and receiving compensation for such service.

ARTICLE V

Officers

1. OFFICERS. The officers of the Corporation shall consist of a President, a Secretary, a Treasurer, a Program Secretary and an Editor-in-Chief chosen from amongst the Fellows of the Corporation. No person may hold two or more offices simultaneously.
2. ELECTION, REMOVAL, VACANCIES AND TERM. Officers shall be nominated by the affirmative vote of a majority of the Board of Directors or any Fellow and elected by a majority of the voting members present at the annual meeting of the members of the Corporation. At the first meeting of the members, a President shall be elected to a three-year term, a Secretary shall be elected to a two-year term, a Treasurer shall be elected to a one-year term, a Program Chair shall be elected to a two-year term, and an Editor-in-Chief shall be elected to a five-year term. Thereafter, each officer shall be elected for a term of three years (except for the Editor-in-Chief who shall be elected to a five-year term) or until a successor has been chosen and qualified. Officers may not serve more than two consecutive terms in the same office. Any officer may be removed, with or without cause, by the affirmative vote of a majority of the members present at a special meeting of the members of the Corporation called for such purpose. Any vacancy in any office may be filled by the Board of Directors for the unexpired portion of the term being filled.
3. AUTHORITY. All officers of the Corporation shall have such authority and perform such duties in the management and operation of the Corporation as prescribed in these Bylaws, and shall have such additional authority and duties as are incident to their office except to the extent that these Bylaws may be inconsistent therewith.
4. PRESIDENT. The President shall be the principal executive officer of the Corporation and shall generally supervise and control all of the business and affairs of the Corporation. He or she must be a Fellow in good standing with the Corporation. The President shall preside at all meetings of the members and of the Board of Directors. The President may sign, with the Secretary or any other proper officer of the Corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where signing and execution is expressly delegated by the Board of Directors, by these Bylaws or amendments, or by statute, to some other officer or agent of the Corporation. The President must perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
5. SECRETARY. The Secretary of the Corporation shall record all of the proceedings of all meetings and actions in writing of members, directors, and committees of directors, and shall exercise such additional authority and perform such additional duties as the Board of Directors assigns, as provided by statute or other law, and as provided by these Bylaws. He or she must be a Fellow in good standing with the Corporation. The Secretary shall see that all necessary notices are duly given in accordance with the provisions of these Bylaws or as required by statute or other law. The Secretary shall be the custodian of the corporate records. The Secretary must keep a register of the postal mailing address supplied by each member of the Corporation. The Secretary must perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the Board of Directors or as provided in these Bylaws.
6. TREASURER. The Treasurer must be a Fellow in good standing with the Corporation. He or she, if required by the Board of Directors, shall give a bond for the faithful discharge of the duties of the office. The bond must be in the sum and with such surety or sureties as the Board of Directors deems appropriate. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation. The Treasurer shall receive and give receipts for moneys due and payable to the Corporation from any source, and deposit all such moneys in the name of the Corporation in such banks, trust companies, or other depositories as selected from time to time by the Board of Directors. The Treasurer must perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President or by the Board of Directors.
7. PROGRAM SECRETARY. The Program Secretary shall chair a program committee of the Board of Directors that will suggest topics and participants for the program of the annual meeting of the members, and shall perform such other duties as the Board of Directors may require from time to time; provided, however, program participants must be either members of the Corporation or other evangelicals who subscribe to the Christian confessional affirmations of the Corporation set forth in the Articles of Incorporation. The Program Secretary may select any number of Fellows, who shall represent Old Testament and New Testament disciplines, to serve on the program committee.
8. ASSISTANT OFFICERS. The duties of any assistant officers shall be those determined to be proper by the Board of Directors. Assistant officers must also perform all duties incident to the office and such other duties as from time to time may be assigned by the respective senior officer, the President, or by the Board of Directors. Assistant officers must be Fellows in good standing with the Corporation.
9. OTHER OFFICERS. If deemed necessary, expedient, or desirable by the Board of Directors that such other officers with such titles as the resolution of the Board of Directors choosing them shall designate, the duties of those officers shall be the duties determined to be proper by the Board of Directors. Such other officers must also perform all duties incident to the office and such other duties as from time to time may be assigned by the Board of Directors.

ARTICLE VI

Books and Records

The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors, and committees having any of the authority of the Board of Directors, and shall keep a record of the names and addresses of the members of the Corporation and whether each member is entitled to vote at the office of the Secretary. All books and records of the Corporation may be inspected by any member, or his or her agent or attorney, for any proper purpose at any reasonable time at the office of the Secretary.

ARTICLE VII

Corporate Seal

The Corporation shall not have a corporate seal.

ARTICLE VIII

Fiscal Year

The fiscal year of the Corporation shall end on December 31^st of each year.

ARTICLE IX

Dues

The Board of Directors may determine from time to time the amount of annual membership dues payable to the Corporation by members of each class. Notice of annual membership dues shall be mailed to the members on or before October 31st by the Treasurer.

ARTICLE X

Publications

The Corporation may publish journals, reviews, newsletters or any other such literature which the Board of Directors deems appropriate and consistent with the operational purposes of the Corporation.

1. EDITOR-IN-CHIEF. The Board of Directors shall select an ?Editor-in-Chief? of the publications of the Corporation. The Editor-in-Chief shall serve as a member of the Board of Directors. The Editor-in-Chief also shall serve as the chief executive officer of such publications and shall assist the Board of Directors in selecting editors of the publications. The Editor-in-Chief shall serve a five year term and may serve no more than two consecutive terms.
2. EDITORIAL BOARD. The Board of Directors shall designate one or more Fellows to serve as members of an editorial board along with the Editor-in-Chief. Such board shall review and recommend articles for publication in the publications of the Corporation. The members of such committee shall serve three year terms and may serve no more than two terms.
3. ADVISING EDITORIAL BOARD. The officers of the Corporation shall serve as advisors to the Editor-in-Chief and the editorial board in assuring that publications are appropriate and consistent with the operational purposes of the Corporation.

ARTICLE XI

Waiver of Notice

Whenever any notice is required to be given under the provisions of the General Corporation Law of Delaware or under the provisions of the Articles of Incorporation or these Bylaws, a waiver in writing signed (or by facsimile signature) by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XII

Electronic Transmission

For purposes of these Bylaws, “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

ARTICLE XIII

Amendment of the Articles of Incorporation and Bylaws

Proposed amendments to the Articles of Incorporation and these Bylaws must be submitted in writing to the Secretary of the Corporation no less than three months prior to the annual meeting of the members of the Corporation. The Secretary shall distribute copies of the proposed amendments to the Board of Directors and the voting members no less than thirty days before the annual meeting of the members. The whole Board of Directors, in its discretion, may choose to recommend acceptance or rejection of the proposed amendment(s) to the members. Proposed amendments must be approved by two-thirds of the voting members present at the annual meeting of the members of the Corporation.

Adoption of Bylaws and Organization

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Unanimous Written Action by Directors in Lieu of Organizational Meeting

November 19, 2004

The undersigned, all of the members of the initial Board of Directors of the Institute For Biblical Research, Inc. (the “Corporation”), pursuant to Section 108(c) of the Delaware General Corporation Law and in lieu of an organizational meeting of the Board of Directors, take, and consent to the taking of, the following actions:

1. They adopt the bylaws prepared by Frost Brown Todd LLC, counsel for the Corporation, and direct the Secretary of the Corporation upon his or her election at the organizational meeting of the members of the Corporation to cause a copy of those bylaws, certified by him or her, to be inserted in the corporate record book.
2. They elect the persons listed on schedule A as Fellows of the Corporation.
3. They elect the persons listed on schedule B as Senior Fellows of the Corporation.
4. They elect the persons listed on schedule C as Associates of the Corporation.
5. They elect the persons listed on schedule D as Friends of the Corporation.
6. They adopt the following resolution:

RESOLVED, that

1. The Bank of Texas, of Dallas, Texas, and Farmers State Bank, of Warsaw, Indiana (together, the “Bank”) are designated as depositories of funds of the Corporation.
2. All prior resolutions granting authority to withdraw funds from the account of the Corporation with the Bank are rescinded.
3. The Treasurer of the Corporation is authorized to sign checks on the accounts of this Corporation with the Bank and the Bank is authorized to pay and charge to the Corporation’s accounts checks signed by him or her in his or her capacity as Treasurer.
4. If and to the extent the Bank requires specific printed-form corporate resolutions reflecting its designations as a depository of the Corporation’s funds, those resolutions are hereby adopted to the extent they are consistent with the preceding paragraphs of this resolution, and the Secretary of the Corporation is authorized and directed to certify those resolutions and place a copy of his certificate in the corporate record book.
5. The Bank is authorized to rely upon this resolution until the Bank has received written notice of any amendment to or rescission of the resolution.

7. They adopt the following resolution:

RESOLVED, that

The proper officer(s) of the Corporation are hereby authorized and directed to execute all such documents or instruments as may be necessary or required to accept certain assets or assume certain obligations of Institute For Biblical Research, a Texas unincorporated nonprofit association, which that organization has agreed to transfer to the Corporation.

8. They adopt the following resolution:

RESOLVED, that

The proper officer(s) of the Corporation are hereby authorized and directed to file with the Internal Revenue Service a Form 1023, Application for Recognition of Exemption, and all such other documents or instruments as may be required by any federal or state authority to perfect the Corporation’s status as a 501(c)(3) tax-exempt organization.

Daniel I. Block
Michael W. Holmes
Richard A. Taylor

Articles of Incorporation of Institute for Biblical Research, Inc.

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Article 1

The Corporation’s name shall be Institute for Biblical Research, Inc.

Article 2—Duration

The Corporation’s duration shall be perpetual.

Article 3—Type of Corporation

The Corporation shall not have any capital stock.

Article 4—Purposes and Powers

The Corporation is a society of evangelical Christian scholars and shall be operated
exclusively for the following purposes:

1. To foster the study of the Scriptures within an evangelical context as defined by the Christian confessional affirmations of the Corporation, including the following:
   1. The unique divine inspiration, integrity and authority of the Bible.
   2. The deity of our Lord Jesus Christ.
   3. The necessity and efficacy of the substitutionary death of Jesus Christ for the redemption of the world.
   4. The historical fact of his bodily resurrection.
   5. The presence and power of the Holy Spirit in the work of regeneration and for the understanding of the Scriptures.
   6. The expectation of the personal return of our Lord Jesus Christ.
2. To engage in such religious, educational, charitable, and benevolent activities as are permitted to be carried on by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, including, for such purposes, making distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code or the corresponding section of any future federal tax code.
3. To exercise in furtherance of its purposes all powers possessed by corporations formed under the General Corporation Law of Delaware (or under any successor codification of the law governing Delaware nonprofit corporations) that are not inconsistent with the Corporation’s qualifications under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, as a corporation organized and operated exclusively for charitable, religious, educational and scientific purposes, including, for such purposes, making distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code or the corresponding section of any future federal tax code.

The following provisions shall regulate the internal affairs of the Corporation.

1. The Corporation’s stated purposes shall be construed and its operations shall be conducted so as to qualify the Corporation under section 501(c)(3) of the Internal Revenue Code or the corresponding section of any future federal tax code, as a corporation organized and operated 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 the corresponding section of any future federal tax code.
2. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its directors, officers or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for serviced rendered and to make payments and distributions in furtherance of the purposes set forth in Article 3 hereof.
3. No substantial part of the activities of the Corporation shall include the carrying on of propaganda or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.
4. The Corporation shall distribute its income for each tax year at a time and in a manner as not to become subject to the tax on undistributed income imposed by section 4942 of the Internal Revenue Code or the corresponding section of any future federal tax code.
5. The Corporation shall not engage in any act of self-dealing as defined in section 4941(d) of the Internal Revenue Code or the corresponding section of any future federal tax code.
6. The Corporation shall not retain any excess business holdings as defined in section 4943(c) of the Internal Revenue Code or the corresponding section of any future federal tax code.
7. The Corporation shall not make any investments in a manner as to subject it to tax under section 4944 of the Internal Revenue Code or the corresponding section of any future federal tax code.
8. The Corporation shall not make any taxable expenditures as defined in section 4945(d) of the Internal Revenue Code or the corresponding section of any future federal tax code.
9. Notwithstanding any other provision of these Articles, the Corporation shall not carry on any other activities not permitted to be carried on by (i) a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code or the corresponding section of any future federal tax code, or (ii) a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code or the corresponding section of any future federal tax code.

Article 6—Dissolution; Distribution of Property

Upon the dissolution of the Corporation, the Board of Directors shall, after paying or making provisions for payment of all the liabilities of the Corporation, dispose of all of the assets of the Corporation in such manner, or to such organizations organized exclusively for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code or the corresponding section of any future federal tax code, or to the federal government, or to a state or local government, for a public purpose.  Any such assets not so disposed of shall be disposed of by a Court of competent jurisdiction of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

Article 7—Registered and Principal Offices and Registered Agent

1. The street address of the Corporation’s registered office shall be Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, 19801, New Castle County.
2. The name of the Corporation’s initial registered agent at that address shall be The Corporation Trust Company.

Article 8—Directors

The Corporation shall be governed by a Board of Directors consisting of not less than three members, the exact number and the terms for each to be set forth in the Bylaws.  The Corporation’s initial board of directors shall be three, and the names and addresses of the persons who are to serve as the initial directors are:

Name	Address
Daniel I. Block	Southern Baptist Theological Seminary 2825 Lexington Road Louisville, KY 40280
Michael W. Holmes	Bethel College 3900 Bethel Drive St. Paul, MN 55112
Richard A. Taylor	Dallas Theological Seminary 3909 Swiss Avenue Dallas, TX 75204

Article 9—Members

The conditions of membership shall be stated in the Corporation’s Bylaws.

Article 10—Limitation of Director Liability; Indemnification

1. Limitation of Liability. No director of the Corporation shall be personally liable for monetary damages for actions taken as a director, or failure to take an action, unless the following conditions exist:
   
   1. the director breached or failed to perform the duties of the director’s office in compliance with the General Corporation Law of the State of Delaware.
   2. the breach or failure to perform constitutes willful misconduct or recklessness.

   If the General Corporation Law of the State of Delaware is amended after the effective date of these Articles of Incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware, as amended.  The repeal or modification of this Article 10 shall not adversely affect the right or protection of any director of the Corporation existing at the time of such repeal or modification.

2. Indemnification. To the fullest extent permitted by law, and in accordance with the provisions of the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended, but only to the extent not in conflict with any other provisions of these Articles, the Corporation shall indemnify each corporate director and officer (and their heirs or personal representatives) of all liabilities that are incurred in connection with the defense of any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, with which the director or officer is threatened or exposed to because of their service to the Corporation.  This indemnification includes the expenses of attorneys, legal fees and costs, the costs of judgements, taxes, penalties, fines, and amounts paid in settlement.

Article 11—Incorporator

The incorporator’s name and address is Daniel I. Block, Southern Baptist Theological Seminary, 2825 Lexington Road, Louisville, Kentucky 40280.

I, the Undersigned, for the purpose of forming a corporation under the laws of the State
of Delaware, do make, file and record this Certificate and do certify that the facts herein stated
are true, and I have accordingly set my hand this ____ day of ___________, 2003.

Daniel I. Block

IBR BOARD JOB DESCRIPTIONS

OFFICERS

IBR Secretary

            The Secretary of the Corporation shall record all of the proceedings of all meetings and actions in writing of members, directors, and committees of directors, and shall exercise such additional authority and perform such additional duties as the Board of Directors assigns, as provided by statute or other law, and as provided by these Bylaws. He or she must be a Fellow in good standing with the Corporation. The Secretary shall see that all necessary notices are duly given in accordance with the provisions of these Bylaws or as required by statute or other law. The Secretary shall be the custodian of the corporate records. The Secretary must keep a register of the postal mailing address supplied by each member of the Corporation. The Secretary must perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the Board of Directors or as provided in these Bylaws.

Additional duties of the Secretary include organizing meetings of the Board, collecting and distributing minutes associated with Board meetings, collecting and providing access to materials for Board meetings, oversight of the IBR Administrative Assistant, and consistent communication with Board members of important Board-related information.

IBR Treasurer

The Treasurer must be a Fellow in good standing with the Corporation. He or she, if required by the Board of Directors, shall give a bond for the faithful discharge of the duties of the office. The bond must be in the sum and with such surety or sureties as the Board of Directors deems appropriate. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation. The Treasurer shall receive and give receipts for moneys due and payable to the Corporation from any source, and deposit all such moneys in the name of the Corporation in such banks, trust companies, or other depositories as selected from time to time by the Board of Directors. The Treasurer must perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President or by the Board of Directors.

IBR Program Secretary

The IBR Program Secretary gives oversight for Research Groups, KLSC (Kirby Laing Centre Scripture Collective)/, Unscripted, Worship, Student Coffee Hour, Women Scholars and Minority Scholars Breakfasts. He/she will be present with encouragement and information, reminders of deadlines, and provide liaison with SBL/KLSC/IBR Board as needed.  Please contact [email protected] detailed description of responsibilities in each area of oversight.

Editor-in-Chief, Bulletin for Biblical Research

The editor-in-chief (EIC) of BBR manages the periodical including book review editors, periodical board, and refereeing and proofing process for article submission. The EIC has no involvement in the BBR Supplement Series. The EIC gives general oversight to the two book review editors (OT/NT) and the journal board. This includes selection of editors on the occasion of an end of term service, and new invitations to the board as the need arises. The EIC is the main IBR representative that engages with the publishing press, currently PSU Press. Please contact [email protected] for a detailed explanation of duties.

BBR Supplements Editor

The editor of the Bulletin for Biblical Research Supplement Series (BBRSS) will be responsible to the IBR Executive Board and who will appoint an Associate Editor and others as required. The editor shall receive manuscripts and, with the assistance of the Associate Editor where appropriate, shall evaluate these manuscripts.  Those considered of possible value to the BBRSS shall be reviewed by scholars with expertise in the field of the manuscript's subject. If considered worthy of publication by the editor, in consultation with any other reviewers, the manuscript will be forwarded to the publisher who will work with the author to prepare the manuscript for publication.

The editor will be responsible to arrange a fair agreement that will allow for a harmonious working relationship between all parties concerned. The editor will report to the IBR Executive Committee at its annual meeting on all matters relating to the operation of the BBRSS.

DIRECTORS:

Director of Social Media, Podcast, and Membership

            The Director of Social Media, Podcast, and Membership oversees all aspects of social media, work on the IBR Podcast, and organizes IBR membership for voting by the Board, keeping records in consultation with the IBR Secretary on trends in membership. This role includes chairing the IBR Social Media/Podcast subcommittee, consulting and approving materials for social media distribution and providing guidance and oversight for the IBR Podcast. This role works closely with the IBR Treasurer on budgetary matters associated with social media, podcast, and membership concerns. The duties also include working with IBR’s publishing partners on the IBR Publishers Discount each year, organizing annual eblasts, and maintaining publishing discount codes. The membership duties include running a membership table at the IBR Friday Annual Lecture each year to help with specific membership concerns and to recruit new IBR members. This role also includes organization of a team of volunteers to oversee registration at the IBR Friday Annual Lecture.

Director of IBR Women

            The Director of IBR Women oversees all aspects of events, initiatives, budgetary matters associated with the IBR Women initiative. This may include organizing and overseeing the annual IBR Women Scholars’ Breakfast, IBR Women Regional Events, IBR Women Summer Retreats, IBR Women Commentary Clubs (OT and NT), and any other IBR Women events that may arise. Such work may be done directly by the Director of IBR Women or may involve recruiting and overseeing a team of IBR Assistant Fellows and/or a volunteer team to organize and run events. This role also involves work with the IBR Treasurer to ensure consistent budgets and work with the IBR Secretary and Director of Social Media, Podcast, and Membership towards promotion of IBR Women events and activities.

Director of IBR Sunday Worship

The Director of IBR Sunday Worship plans and organizes the service during the annual meeting includes planning the (order of the) elements and finding a speaker/preacher, readers of biblical texts, a musical worship leader/team, and often other participants (someone to pray, someone to introduce the preacher, volunteers to direct people and hand out programs, etc.). A program is designed and printed or shared electronically. Participants are invited after consultation with the IBR board, and consideration is given to diversity of backgrounds and traditions.

This role includes close interaction with the program committee officer as well as the board member in charge of A/V who liaises with SBL, as the service requires substantial technological support. On the day of the service early arrival is needed in order to support set-up and help to solve any issues that occur (technologically or otherwise)

Director of IBR UnScripted

The Director of IBR UnScripted plans and organizes the UnScripted session including inviting three presenters to speak on a topic of their choosing with visual aids but without notes as modeled by the famous TED talks. Presenters are selected in consultation with the board, and consideration is given to diversity of backgrounds and traditions.

This role includes moderating the session. Close interaction with the program committee officer as well as the board member in charge of A/V who liaises with SBL is needed, as presenters use headset mics and other technology. On the day of the session early arrival is needed in order to support set-up and help to solve any issues that occur (technologically or otherwise).

IBR Event Coordinator

The IBR Event Coordinator works with each area of the IBR Annal Conference and provides the following services: Audio/video for large sessions (Friday annual lecture, Saturday unscripted, Saturday Women’s Breakfast, and Sunday morning worship), room set-up for large sessions, booking and planning board meetings, catering for Friday board lunch and Saturday board lunch (boxed lunches), communicating with the publisher (Zondervan, IVP, or Baker) who provides refreshment for the Friday reception following the annual lecture, and ensuring that research group rooms are set up properly. Please contact [email protected] for a detailed description of responsibilities in each area of oversight.

Research Groups Coordinator 

The Research Groups Coordinator oversees all the IBR research groups. This person also coordinates with Kirby Laing Centre (KLC) to include the Kirby Laing
Centre Scripture Collective (KLCSC) groups in the SBL program. Please contact [email protected] for a list of specific duties.

IBR Webmaster

The IBR webmaster oversees the IBR website and makes updates and changes per requests from IBR administrators, research group conveners, and board members.

IBR Board Member Functions & Foci

IBR Organizational Chart