TRUSTEE COMMITTEE
Charter

1. General Overview

The Trustee Committee (TC) will champion and provide governance in relation to AABF legal and fiduciary responsibilities through missional, pastoral, integrated, and holistic engagement. As faithful custodians of AABF’s resources and legal obligations, trustees recognize that the ministry of the AABF does not belong to them but to the Lord. Therefore, in faith, trustees are required with integrity and transparency to receive the gifts of grace given by members and passed on by previous leaders, fulfill the call to have impact in this generation, and to cultivate and confer the responsibility of leadership to new leaders and a next generation. Trustees serve as commended by the Apostle Paul, “Now it is required that those who have been given a trust must prove faithful” (1 Corinthians 4:2).

2. Governance Responsibilities

The Trustee Committee’s members are to uphold godliness, trust, gracious diplomacy, peacebuilding, Holy Spirit creativity, and confidentiality as they exercise their governance responsibilities to:
a. Enact within its purview the identity, mission, strategy, and vision adopted by the Continental Leadership Council.
b. Consider and make recommendations to the Continental Leadership Council regarding amendments to the AABF Constitution or Bylaws.
c. Receive and review reports, proposals, and recommendations from the Executive President in areas appropriate for the committee and take action as appropriate.
d. Receive and review reports, proposals, and recommendations from committees and advisory groups of the Trustee Committee and take action as appropriate.
e. Provide general governance in relation to the financial affairs of the AABF, adopting the annual budget and implementing subsequent revisions including any revisions required by the Continental Leadership Council. Overseeing the operating and capital budgets; ensuring appropriate fiscal and investment policies are adopted and maintained including through additional documentation such as a comprehensive financial policies manual. Ensuring financial reporting that meets applicable regulatory requirements; pursuing other financial planning responsibilities as appropriate; authorizing as appropriate the purchase, sale, lease, exchange, or mortgage or encumbrance of any kind of any property or assets of the AABF; and approving the selection of an annual external auditor and overseeing audit related matters.
f. Provide the governance in relation to AABF human resources such as overseeing the development and implementation of appropriate human resources policies and procedures including through the maintenance of a comprehensive human resources manual.
g. Provide any statutory or legal review or compliance required of or by the AABF and any of its subsidiaries, networks, ministries, or related entities.
h. Provide risk management and reputational enhancement for the AABF and any subsidiaries, networks, ministries, or related entities.
i. Evaluate and approve proposed partnerships with the AABF, when such partnerships are not part of the stated responsibilities of the Membership Committee.
j. Provide support for the Executive President and ensure a process of ongoing review, development, and accountability of the Executive President.
k. Serve as the AABF’s organizational Board, fiduciary Officers in relation to governance, legal, and other fiduciary matters and responsibilities as so defined in these Bylaws.
l. Ensure the overall health and wellbeing of the AABF and its subsidiaries in areas of finance, human resources, and legal and statutory requirements.
m. Should the Continental Leadership Council (1) adopt a plan of merger or consolidation with another communion, ministry, network, corporation, or other entity or (2) vote to authorize the voluntary dissolution of the AABF, the Continental Leadership Council may appoint the Trustee Committee to, in part, or in full, implement these decisions.

3. Membership and Representation on the Trustee Committee

The Trustee Committee is comprised of the following individuals:
a. Trustee Committee Chair in person if the AABF Vice Chairman.
b. AABF Chairman.
c. General Members: a minimum of 5 and up to 15 General Members to help achieve a portfolio of
o (1) Geography, gender, and generational diversity.
o (2) Diversity of giftedness in areas such as, but not limited to, human resources, financial management, audit, advancement, governance, law, and communications, with additional consideration given to knowledge of fiduciary responsibilities in the legislative and regulatory requirements relevant to the AABF.
d. The Executive President will serve as a voting member of the Trustee Committee and all committees or other subgroups of the Trustee Committee.
e. Unless specifically named in these Bylaws, no other individual, whether serving at the AABF or any of its legal entities, remotely or in the regions, who the AABF pays as employees, staff, contractors, or in any other format; seconded to the AABF or serving in a volunteer staff position with the AABF as designated by the Executive President, may serve as a member of the Trustee Committee or its committees or other subgroups. The Executive President may appoint a designee to work alongside and assist the Trustee Committee or one of its committees or subgroups.

4. Terms of Service on the Trustee Committee and Process for Election

a. Trustee Committee Members by Virtue of Office
An individual serving on the Trustee Committee by virtue of their office or position will serve for as long as they continue to hold that office or position.
b. Chair and General Members of the Trustee Committee
i. General Members of the Trustee Committee will normally serve for five (5) years in line with the normal quinquennium cycle of the AABF starting a year before the beginning of the quinquennium and ending a year before the ending of the following quinquennium.
ii. General Members may serve up to two (2) consecutive terms at the sole discretion of the AABF and pending their reelection following the established process. After two (2) consecutive terms, an individual must wait at least one (1) intervening year before eligibility for reelection.
iii. The Chairman may only serve one term as Chairman. Election as a General Member is possible unless a maximum of two (2) consecutive terms has been reached.
iv. Where a vacancy exists, an individual may be elected within a Trustee Quinquennium and will serve until the conclusion of that Quinquennium in line with the other General Members. These partial terms will not count towards the two (2) consecutive term maximum, but an individual who has already reached the two (2) consecutive term maximum cannot serve unless the one (1) year intervening year has occurred.
c. Process for Election for Chair and General Members
i. The Vice Chairman upon resumption of office is appointed by the Continental Leadership Council to Chair the Trustee Committee.
ii. The Continental Leadership Council upon recommendation by the Nominations Committee will elect the Trustee Committee General Members. The Nominations Committee will work to address the compositional needs in reference to godliness and diversity in (1) geography, gender, generation, and (2) giftedness.
iii. The Continental Leadership Council upon recommendation by the Nominations Committee will fill vacancies, which occur during a Quinquennium.
iv. In the absence of a Trustee Committee Chairman, the AABF Chairman will function as Chairman of the Trustee Committee until the Continental Leadership Council elects a new Trustee Committee Chairman in person of the AABF Vice Chairman.

5. Meetings

a. The Trustee Committee normally meets three times per year upon the call of the Executive President in consultation with the V-Chair. Normally, the Trustee Committee will meet the third week of February at the selected AABF Sub-regional Country in conjunction with the Continental Leadership Council, and usually at least twice more over the course of the year. Meetings may be held in person, virtually, or hybrid with the date, location, and format of the meeting determined by the EP in consultation with the V-Chair.
b. A Special Called Trustee Committee meeting may be called by the Executive President or collectively by the Trustee Committee Chairman, and AABF Chairman. In the case of a Special Called meeting, written notice shall be communicated to the members of the Trustee Committee and the meeting logistics arranged normally by the Executive President or in exceptional circumstances by the Trustee Committee Chairman and AABF Chairman.

6. Quorum

Nine (9) members of the Trustee Committee, participating in any meeting format, will constitute a quorum for the transaction of business.

7. Manner of Acting

Unless otherwise provided by the Articles of Incorporation, Constitution, or Bylaws, if a quorum is present at a meeting of the Committee, then an affirmative vote of a simple majority of the Trustee Committee members present and voting shall be the act of the Trustee Committee. Abstaining votes are not to be included as part of the determination of what constitutes a majority percentage.

8. Proxies

Proxies are not permitted for the Trustee Committee.

9. Action Without a Meeting

Any action to be taken at a meeting of the Trustee Committee may be taken without a meeting via an electronic vote, such as by email, with the following provisions:
• The proposal must be clearly communicated to members of the Trustee Committee.
• Members will normally be given one week (7 days) to respond, and this will be the timeline unless otherwise stated. The Executive President based on the particular circumstances can amend this timeline.
• Non-response in either the normal or otherwise stated timeframe will be understood as a vote of affirmation for the stated proposal(s).
• Finalized actions must be communicated to the Trustee Committee and included in the next regularly produced minutes approved by the Trustee Committee.

10. Meeting Proceedings

• The Trustee Committee is only open to members of the Trustee Committee due to the detailed and confidential nature of many discussions. If the Trustee Committee Chairman and Executive President agree, a non-member can be requested to participate in the meeting discussions.
• Members of the Trustee and those participating in Trustee Committee discussions should maintain discretion and confidentiality, and during deliberations, participants are encouraged to speak openly. In order to create a trusted environment to understand and address complex realities, when participants reference discussions and deliberations outside of the Trustee Committee they should do so without attribution to the identity or affiliation of individual speakers. Once a decision has been reached, it is expected that Trustee Committee members will seek to implement and encourage the reached decision and to speak as one voice.
• It is the normal practice of the AABF to record, video, and photograph Trustee Committee meetings to help with minutes or in any manner deemed appropriate by the AABF Executive President. Participation in the Trustee Committee is consent to such recordings, video, and photography. Generally speaking, additional recordings, videography, or photography are permitted for private use and in line with any other provisions and/or processes found in the Bylaws or established by the AABF.
• The Trustee Committee Chairman may designate a meeting, in part or in full, to be in Executive Session. By definition, Executive Sessions should be limited in nature, confidential, and will follow the protocols outlined by AABF.
• A specific sub-Trustee can be set up by the Trustee Committee to stand for AABF in a country where the institution acquires a property or a certain existence.
 Such a sub-trustee shall be made up with some of the members of the Trustee Committee and some of Baptist brethren from the host country.
 International branding of the sub-trustee must be taken into consideration

11. Common Seal

a. Transfers shall have a common seal which shall signify the authority of the organization in any document, etc.
b. The common seal shall be used to acquire and transfer interests in land and in such other ways as the AABF shall direct or as required by law
c. Access documents to be executed shall be signed by at least four trustees.
d. Such common seal shall be kept in the AABF Presidency, and in the custody of the Executive President.